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HomeMy WebLinkAboutC-3839 - PSA for Utilities Organizational ReviewPROFESSIONAL SERVICES AGREEMENT WITH LISA OHLUND MANAGEMENT & TECHNICAL SERVICES FOR UTILITIES ORGANIZATIONAL REVIEW THIS AGREEMENT is made and entered into as of this l day of MAM 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and LISA OHLUND MANAGEMENT & TECHNICAL SERVICES, a Sole Proprietorship, whose address is 30111 Branding Iron Road, San Juan Capistrano, California, 92675 ( "Consultant') and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to perform an Organizational Review of the Utilities Department. C. City desires to engage Consultant to provide management consulting services to conduct the Organizational Review ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Lisa Ohlund. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 7. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Consultant shall perform the services in accordance with the scope of services included in Exhibit A. The failure by Consultant to strictly adhere to the schedule may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items, shall not exceed Forty Thousand Dollars and 00/100 ($40,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: F, 5. 6. 7. A. Approved reproduction charges. B. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 4.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated LISA OHLUND to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. ADMINISTRATION This Agreement will be administered by the Utilities Department. GEORGE MURDOCH, Utilities Director shall be the Project the authority to act for City under this Agreement. his authorized representative shall represent City i services to be rendered pursuant to this Agreement. CITY'S RESPONSIBILITIES Administrator and shall have The Project Administrator or n all matters pertaining to the In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable, provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will 3 i 0 provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to fumish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Il 0 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during it u the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Reguirements. I. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage :.9 • • for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non- payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 7 0 • 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and Excel. P • 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his /her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. E 0 • 24. ERRORS AND In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: George Murdoch Utilities Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949/644 -3011 Fax 949/723 -3522 m All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Lisa Ohlund Lisa Ohlund Management & Technical Services (OMTS) 30111 Branding Iron Road San Juan Capistrano, California 92675 Phone: 949 - 661 -9395 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non- defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 11 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 34. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 35. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 36. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: Z' r� Mynet Ike ch�'m , Assistant City Att"ey for the City of Newport Beach ATTEST: e'��QBy:6w- Leilani Brown, City Clerk Attachments: Exhibit A - Scope of Servic Exhibit B - Billing Rate Ii9l CITY OF NEWPORT BEACH, A Municipal Corporation By: Homer Bluda , City Manager for the City of Newport Beach CONSULTANT: By: Lisg Ohlund, Principal for OMTS Lisa Ohlund Man • ment & Technical Services 30111 Branding Iron Road, San Juan Capistrano, CA 92675 February 18, 2009 Mr. Dave Kiff Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949- 661 -9395 EXfNBif'IN Subject: Proposal to Assistance with Utilities Department Administrative Issues Dear Mr. Kiff: Lisa Ohlund Management & Technical Services (OMTS) is pleased to submit this proposal to perform the subject professional services. We have structured this letter proposal to reflect the format used in past submittals to the city. Identity of Finn and Project Office Lisa Ohlund Management & Technical Services A Sole Proprietorship 30111 Branding Iron Road San Juan Capistrano, California 92675 (949) 661 -9395 (Telephone) (949) 661 -9395 (Fax) Email: omts @cox.net Contact: Lisa Ohlund Firm History, Size and Experience OMTS was established in July 1995 by founding principal, Lisa Ohlund. The firm has occupied office space in San Juan Capistrano, California since 1995. Ms. Ohlund is the firm's sole employee and supports the firm's current workload. Related Firm Experience Information regarding our experience is appended to this proposal as an attachment. Project Approach The City desires to retain a consultant to assist with certain personnel related issues and other questions related to the Division's core functions. These items have been grouped into four specific tasks and our approach to addressing them is discussed below: Mr. Dave Kiff February 18, 2009 Proposal to Perform Organizational Review Task 1: Administrative Issues — The City desires the answers to the following questions: • What program functions are appropriate to be performed by the Administrative Unit? • What is the ideal staffing level for the Administrative Unit? To complete this task, information would be obtained through interviews with employees and management/other Units, examination of records and through our experience with other cities /agencies. A draft memorandum will be prepared and submitted to the Utilities Director and /or the Assistant City Manager that includes a discussion of our findings and recommendations. Task 2: Departmental Risk Analysis — The City desires the answers to these questions: • What tasks /responsibilities are currently being performed by the Department? • Are these assigned the appropriate priority, and if not, what should the priority be? • What changes and /or additional resources are required to appropriately address as many functions as possible? Through a review of the Department Mission Statement, regulatory requirements, current practices, interviews with staff, risk analysis and our best professional judgment, we will develop a Function Priority List that includes our recommended ranking of the functions the Department as compared to the current priority. In a memorandum, we will discuss the rationale for its priority placement, where resources are allocated currently, if they are appropriately allocated, if additional resources are required, identification of the resource and where it should be allocated. Task 3: Departmental Management Structure — The City desires the answer to the questions: • What should the top management structure of the Department be? • What position(s) should provide direct backup to the Director? Concurrent with the preceding tasks, the current organizational and management structure of the Department would be reviewed and evaluated based upon interviews with the Utility Director and the Assistant City Manager, information developed in the preceding tasks, the structure of similar organizations and our best professional judgment. A memorandum will be prepared that includes a discussion of our findings and recommendations. Proposed Schedule We anticipate that this work will be concluded within a 90 -day time period; however, if additional time is required, we would advise the City within 20 calendar days of the expiration of the initial 90 day period, and request an extension. Work on the project would commence on February 18, 2009. Project Cost OMTS proposes to discount our $165 per hour rate to $130 per hour for the entirety of this project. It is estimated that we would allocate approximately 20 hours per week to this effort for the 90-day period. References Irvine Ranch Water District 2 Mr. Dave Kiff February 18, 2009 Proposal to Perform Organizational Review Mr. Paul Jones 15600 Sand Canyon Avenue Irvine, CA 92618 (949) 453 -5300 City of Livermore Mr. Darren Greenwood Water Resources Department 101 W. Jack London Boulevard Livermore, CA 94550 (925) 960 -8100 Mr. Bob Kellison City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 (714) 593 -4601 Mr. Mike Markus Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 (714) 378 -3305 Again, thank you for the opportunity to submit this proposal. I look forward to discussing this project with you at your earliest convenience. Sincerely, a A&4 Lisa Ohlund Principal Attachments — Attachment A — Experience 011 0 OHLUND MANAGEMENT & TECHNICAL SERVICES SCHEDULE OF HOURLY BILLING RATES Effective January 1, 2000 through December 31, 2009 MANAGEMENT Principal LITIGATION Principal TECHNICAL SUPPORT (TELEPHONIC) General Management Issues Specific Technical Issues Requiring Research Direct expenses billed at cost. EXHIBIT °9" HOURLY RATE $4$5 -A9.' � 13a ,i7C) $75.00 $55.00 I I 38Iim - 9VO CITY OF NEWPORT BEACI CITY COUNCIL STAFF REPORT dADZ�n�i�w Agenda Item No. s March 10, 2009 -g39 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Department George Murdoch, Utilities Director 949/644 -3011 or gmurdoch @city.newport- beach.ca.us SUBJECT: Contract with OMTS for Organizational Review of the Utilities Department, Budget Amendment ISSUE: Should the City enter into a contract with Ohlund Management & Technical Services (OMTS) to do an organizational review of the Utilities Department? 1. Authorize the City Manager to sign a professional services agreement with OMTS in an amount not to exceed $40,000 to perform an organizational review of the Utilities Department. 2. Adopt Budget Amendment #BA -_ in the amount of $40,000 (from water and wastewater enterprise system reserves to Utilities' professional and technical services account). DISCUSSION: The Utilities Department provides water, wastewater, and electrical services to the communities of Newport Beach. Additionally, the Utilities Department oversees the operation and maintenance of the City owned oil wells. From time to time, City staff believes that it is appropriate to have outside experts review some of our functions to ensure that we are meeting our goal to serve the public in the best manner possible. With recent retirements, vacancies and changes in administration, staff believes it is time to have someone from the outside, with an expertise in utilities functions, review what we do in Utilities, how we do it, and with what level of personnel. Ohlund Management & Technical Services (OMTS) performed a department wide organizational review of the Utilities Department in 2006. As a result of that study, staff implemented some changes such as the consolidation of two positions into one to Contract with OMTS March 10, 2009 Page 2 provide better customer service, the creation of the Water Conservation Coordinator to expand our conservation efforts, and the creation of the Water Quality Coordinator to assure our water meets or exceeds all Federal, State, and Local regulations. Some of the important issues that will be addressed in this review are: • What program functions are appropriate to be performed by the Administrative Unit? • What is the ideal staffing level for the Administrative Unit? • What tasks/responsibilities are currently being performed by the Department? • Are tasks/responsibilities assigned the appropriate priority, and if not, what should the priority be? • What changes and/or additional resources are required to appropriately address as many functions as possible? • What should the top management structure of the Department be? • What position(s) should provide direct backup to the Director and Chief Operator? We enter the review period with no preconceptions about its outcome. We look forward to reading whatever conclusions the consultant arrives at given the consultant's expected level of expertise in reviewing Utilities functions. Funding. Funding for this Review is available within the Utilities Department's reserves assuming the Council approves a Budget Amendment transferring these funds to the Department's professional and technical services account. This Agenda Item. This agenda item asks the City Council to authorize the City Manager to execute a Professional Services Agreement approved by the City Attorney's Office and based on the attached proposal by OMTS. The contract would authorize the expenditure of up to $40,000. The Utilities Department Director, George Murdoch will oversee the project. Environmental Review: The City Council's approval of this Agenda Item does not require environmental review. Public Notice: This agenda item may be noticed according to the Brown Act (72 hours in advance of the public meeting at which the City Council considers the item). Submitted by: eor a Mu och Utilities Director Attachments: PSA, OMTS Proposal, Budget Amendment — BA # 0 t PROFESSIONAL SERVICES AGREEMENT WITH LISA OHLUND MANAGEMENT & TECHNICAL SERVICES FOR UTILITIES ORGANIZATIONAL REVIEW THIS AGREEMENT is made and entered into as of this _ day of 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and LISA OHLUND MANAGEMENT & TECHNICAL SERVICES, a Sole Proprietorship, whose address is 30111 Branding Iron Road, San Juan Capistrano, California, 92675 ( "Consultant ") and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to perform an Organizational Review of the Utilities Department. C. City desires to engage Consultant to provide management consulting services to conduct the Organizational Review ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Lisa Ohlund. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. I 3. TIME OF PERFORMANCE FJ Time is of the essence in the performance of services under this Agreement and Consultant shall perform the services in accordance with the scope of services included in Exhibit A. The failure by Consultant to strictly adhere to the schedule may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items, shall not exceed Forty Thousand Dollars and 00/100 ($40,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the speck task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: K 6 1 A. Approved reproduction charges. B. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 4.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated LISA OHLUND to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City s approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Utilities: Department. GEORGE MURDOCH, Utilities Director shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable, provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will �3 a provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, inswrance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnlifed Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claire; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). !n 6 0 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified.. Parties. Nothing in this indemnity shall be construed as authorizing any award f attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any ;insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during 5 0 the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. I. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition,: Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial genei*al liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage D 0 6 for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: 1. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability'arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (1 .0 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 7 0 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted oniy,with the express written consent of City. Consultant shall not subcontract any p: ortion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other parry. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and Excel. D 8 19. CONFIDENTIALITY • All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his /her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. • i 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City s rights under the law or any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: George Murdoch Utilities Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949/644 -3011 Fax 949/723 -3522 iul • 0 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Lisa Ohlund Lisa Ohlund Management & Technical Services (OMTS) 30111 Branding Iron Road San Juan Capistrano, California 92675 Phone: 949 -661 -9395 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 11 31. 32. 33. 34. 35. 36. K31 • i INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 12 • 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: 2 ynet f$ ch m , Assistant City Att ney for the City of Newport Beach ATTEST: By: Leilani Brown, City Clerk Attachments: Exhibit A - Scope of Services Exhibit B - Billing Rate 13 CITY OF NEWPORT BEACH, A Municipal Corporation By: Homer Bludau, City Manager for the City of Newport Beach CONSULTANT: By: Lisa Ohlund, Principal for OMTS Lisa Ohlund Manage ment & Technical S r ices 30111 Branding Iron Road, San Juan Capistrano, CA 92675 February 18, 2009 Mr. Dave Kiff Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Phone: 949-661-9395 IXHIBIf'A' Subject: Proposal to Assistance with Utilities Department Administrative Issues Dear Mr. Kiff: Lisa Ohlund Management & Technical Services (OMTS) is pleased to submit this proposal to perform the subject professional services. We have structured this letter proposal to reflect the format used in past submittals to the city. Identity of Firm and Proiect Office Lisa Ohlund Management & Technical Services A Sole Proprietorship 30111 Branding Iron Road San Juan Capistrano, California 92675 (949) 661 -9395 (Telephone) (949) 661 -9395 (Fax) Email: omts@cox.net Contact: Lisa Ohlund Firm History, Size and Experience OMTS was established in July 1995 by founding principal, Lisa Ohlund. The firm has occupied office space in San Juan Capistrano, California since 1995. Ms. Ohlund is the firm's sole employee and supports the firm's current workload. Related Firm Experience Information regarding our experience is appended to this proposal as an attachment. Proiect Approach The City desires to retain a consultant to assist with certain personnel related issues and other questions related to the Division's core functions. These items have been grouped into four specific tasks and our approach to addressing them is discussed below: Mr. Dave Kiff • 0 February 18, 2009 Proposal to Perform Organizational Review Task 1: Administrative Issues — The City desires the answers to the following questions: • What program functions are appropriate to be performed by the Administrative Unit? • What is the ideal staffing level for the Administrative Unit? To complete this task, information would be obtained through interviews with employees and managementlother Units, examination of records and through our experience with other cities /agencies. A draft memorandum will be prepared and submitted to the Utilities Director and/or the Assistant City Manager that includes a discussion of our findings and recommendations. Task 2: Departmental Risk Analysis — The City desires the answers to these questions: • What tasks /responsibilities are currently being performed by the Department? • Are these assigned the appropriate priority, and if not, what should the priority be? • What changes and /or additional resources are required to appropriately address as many functions as possible? Through a review of the Department Mission Statement, regulatory requirements, current practices, interviews with staff, risk analysis and our best professional judgment, we will develop a Function Priority List that includes our recommended ranking of the functions the Department as compared to the current priority. In a memorandum, we will discuss the rationale for its priority placement, where resources are allocated currently, if they are appropriately allocated, if additional resources are required, identification of the resource and where it should be allocated. Task 3: Departmental Management Structure — The City desires the answer to the questions: • What should the top management structure of the Department be? • What position(s) should provide direct backup to the Director? Concurrent with the preceding tasks, the current organizational and management structure of the Department would be reviewed and evaluated based upon interviews with the Utility Director and the Assistant City Manager, information developed in the preceding tasks, the structure of similar organizations and our best professional judgment. A memorandum will be prepared that includes a discussion of our findings and recommendations. Proposed Schedule We anticipate that this work will be concluded within a 90-day time period; however, if additional time is required, we would advise the City within 20 calendar days of the expiration of the initial 90 day period, and request an extension. Work on the project would commence on February 18, 2009. Project Cost OMTS proposes to discount our $165 per hour rate to $130 per hour for the entirety of this project. It is estimated that we would allocate approximately 20 hours per week to this effort for the 90-day period. References Irvine Ranch Water District Mr. Dave Kiff Proposal to Perform Organizational Review Mr. Paul Jones 15600 Sand Canyon Avenue Irvine, CA 92618 (949) 453 -5300 City of Livermore Mr. Darren Greenwood Water Resources Department 101 W. Jack London Boulevard Livermore, CA 94550 (925) 960 -8100 Mr. Bob Kellison City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 (714) 593 -4601 Mr. Mike Markus Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 (714) 378 -3305 • February 18, 2009 Again, thank you for the opportunity to submit this proposal. I look forward to discussing this project with you at your earliest convenience. Sincerely, 01M Lisa Ohlund Principal Attachments — Attachment A — Experience 3 0 1 OHLUND MANAGEMENT & TECHNICAL SERVICES SCHEDULE OF HOURLY BILLING RATES Effective January 1, 2000 through December 31, 2009 MANAGEMENT Principal LITIGATION Principal TECHNICAL SUPPORT (TELEPHONIC) General Management Issues Specific Technical Issues Requiring Research Direct expenses billed at cost. EXHIBIT °B' HOURLY RATE x:99" E o. D te $300.00 $75.00 $55.00 MARCH 16TH TENTATIVE COUNCIL AGENDA 4:30 p.m. STUDY SESSION Sharon Homer Leilani Potential Smoking Ban in Public Places Current Economic Trends 7:00 p.m. COUNCIL MEETING Presentation City Attorney Amendment to Nuisance Abatement Ordinance second reading) City Manager Approval of CVB Contract Formation of Tourism BID Appeal of Use Permit— 1216 West Balboa Boulevard Appeal of Hearing Officer's Continuance — 1115 West Balboa Boulevard Amendment #1 to the Settlement Agreement with SLBTS E AC Appointment General Services Award of Non - Exclusive Solid Waste Collection Franchise to A2Z Recycling Services, Inc. Public Hearing and Second Reading of Ordinance Planning Planning Commission Agenda Hyatt Regency Hotel Expansion and Timeshare Project second reading) Formation of an Ad Hoc Committee for Negotiating the Conexant and Koll Company Development Agreements Appeal of Planning Commission Denial for Parcel Map No. NP2008 -12 and Code Amendment No.CA2008 -001 for the Property at 627 West Bay Public Works Community Youth Center Parking Lot Rehabilitation- Award of Contract Oasis Senior Center Rebuild — Award of Contract Public Hearing to Approve Revised Engineer's Report and Amended Boundary Map AD 19 Approval of Amendment No. 3 to Professional Services Agreement with Richard Edmonston Utilities BA Approval of PSA with Ohlund Management & . Technical Services for Utilities Organizational Review 0 to C* of Newport Beach$ NO. BA- 09BA -041 BUDGET AMENDMENT 2008 -09 AMOUNT: Saa,000.oa EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase in Budgetary Fund Balance X Increase Expenditure Appropriations AND X Decrease in Budgetary Fund Balance Transfer Budget Appropriations No effect on Budgetary Fund Balance SOURCE: from existing budget appropriations from additional estimated revenues PX from enterprise system reserves EXPLANATION: This budget amendment is requested to provide for the following: To increase expenditure appropriations from water and wastewater fund balances for a PSA with Ohlund Management and Technical Services to perform an organizational review of the Utilities Department. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account Description 500 3605 Water Fund - Fund Balance 530 3605 Sewer Fund - Fund Balance REVENUE ESTIMATES (3601) Fund /Division Account EXPENDITURE APPROPRIATIONS (3603) Division Account Division Account Division Account Division Account Signed: Signed: Signed: Description Description Number 5500 Utilities - Water Number 8080 Services Professional & Technical NOC Number 5600 Utilities - Wastewater Number 8080 Services Professional & Technical NOC Number Number Number Number Approval: Administrative Services Director Manager City Council Approval: City Clerk Amount Debit Credit $30,000.00 * $10,000.00 * $30,000.00 $10,000.00 Date Z Date PROFESSIONAL SERVICES AGREEMENT WITH OHLUND MANAGEMENT AND TECHNICAL SERVICES (OMTS) THIS AGREEMENT is made and entered into as of this 9) day of May, 2006, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "Cit)("), and OHLUND MANAGEMENT AND TECHNICAL SERVICES (OMTS) a California Corporation whose address is 30111 Branding Iron Road, San Juan Capistrano, California, 92675 ( "Consultant"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to perform an Organizational Review of the water and wastewater functions of the City's Utilities Department. C. City desires to engage Consultant to provide management consulting services to conduct the Organizational Review ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project, shall be Lisa Ohlund. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The 3. a • • City may elect to delete certain tasks of the Scope of Services at its sole discretion. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit A and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed fifty -six thousand, three hundred forty dollars ($56,340.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing Professional Services Agreement — OMTS May 2006 — Page 2 • • in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit A. 4.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated LISA OHLUND to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION Professional Services Agreement — OMTS May 2006 — Page 3 0 • This Agreement will be administered by the City Manager's Office. Dave Kiff, Assistant City Manager (or his designee) shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Professional Services Agreement — OMTS May 2006 — Page 4 0 0 work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. Professional Services Agreement — OMTS May 2006 — Page 5 0 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and. any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Professional Services Agreement — OMTS May 2006 — Page 6 0 0 D. Coverage Requirements. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. o e J ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and auteree�ils-liabit'- y insurance policy shall be Each with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess Professional Services Agreement — OMTS May 2006 — Page 7 insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely !Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING No Subcontractors. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express Professional Services Agreement — OMTS May 2006 — Page 8 0 0 written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by CITY in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word and Excel. Professional Services Agreement — OMTS May 2006 — Page 9 i 19. CONFIDENTIALITY C� All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his/her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. Professional Services Agreement — OMTS May 2006 — Page 10 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Dave Kiff City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3002 Fax: 949 -644 -3020 Professional Services Agreement — OMTS May 2006 — Page 11 0 0 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Lisa Ohlund Ohlund Management & Technical Services (OMTS) 30111 Branding Iron Road San Juan Capistrano, California 92675 Phone: 949 - 661 -9395 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT Professional Services Agreement — OMTS May 2006 — Page 12 0 0 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 34. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 35. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 36. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Professional Services Agreement — OMTS May 2006 — Page 13 0 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPRqXTD AS TO FORM: a L�� CITY OF NEWPORT BEACH, A Municipal Corporation Rai• /T7l/�_ �Kv' City Clerk Attachments: Exhibit A — Scope of Services & Billing Rate Professional Services Agreement — OMTS May 2006 — Page 14 nd Management & Technical Services 11 Branding Iron Road, San Juan Capistrano, CA 92675 Phone: 949- 661 -9395 April 26, 2006 Mr. Dave Kiff Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Subject: Proposal to Utilities Organizational Review Dear Mr. Kiff: Ohlund Management & Technical Services (OMTS) is pleased to submit this proposal to perform the subject professional services. We have structured this letter proposal to generally reflect the format outlined in the Scope of Work included in the Request for Qualifications. Ohlund Management & Technical Services A Sole Proprietorship 30111 Branding Iron Road San Juan Capistrano, California 92675 (949) 661 -9395 (Telephone) (949) 661 -9395 (Fax) Email: omts@cox.net Contact: Lisa A. Ohlund u I . In ., of-Mitiq OMTS was established in July 1995 by founding principal, Lisa Ohlund. The firm has occupied office space in San Juan Capistrano, California since 1995. Ms. Ohlund is the firm's sole employee and supports the firm's current workload. Related firm Experience Information regarding our experience was submitted with the Request for Qualifications and is appended to this proposal as an attachment. Protect Approach The City desires to retain a consultant to conduct an organizational review of the Water, Wastewater and Administrative divisions of the Utilities Department to answer a series of questions regarding: 0 9 Mr. Dave Kiff Proposal to Perform Organizational Review 1. Classifications /Compensation 2. Staffing Levels 3. Water Conservation Program Performance 4. Technology Levels 5. Division Performance 6. Future Issues April 26, 2006 The following is a brief discussion of tasks that would be performed to examine the issues identified in the Scope of Services. These tasks will be performed for each division (Water, Wastewater and Administration). Task 1: Classifications /Compensation —The City desires the answer to the questions: • Are the position classifications correct? • Is the compensation appropriate for major classifications? Underlying the ability for an organization to function efficiently is the need for employees to understand the requirements and responsibilities of their jobs. The Classification Description (CD) forms the basis of that understanding and forms the functional contract between the employer and the employee. This task involves: 1) reviewing the CDs, 2) identifying the distinguishing characteristics of each class, and 3) briefly meeting with the employees of each class (including supervisory/management) to review this information and provide them with the opportunity to comment. These meetings are followed by a meeting with the supervisors of each class to review the information presented and fact verification. This information will be analyzed and recommendations developed. For the compensation element of this task, we would meet with the City's Human Resources Director to review the most recent compensation studies (from collective bargaining efforts). This information would be reviewed and an analysis of the impacts of compensation issues presented. In preparing salary structure /range comments, we will take into account internal parity and structure issues, external job demand and customary practices in the public sector. Similarly, shift schedule (if appropriate) and standby policy recommendations will be examined in light of existing City practices, and customary public sector practices. Level of Effort: Water: 55 hours Wastewater: 25 hours Administration: 15 hours Total for Task 96 hours 171 • • Mr. Dave Kiff April 26, 2006 Proposal to Perform Organizational Review Task 2: Staffing Levels — The City desires the answers to questions such as: • Are we appropriately staffed for the function's mission? • Are we at a correct ratio of field to supervisory personnel? • Do we have the right credentials/certifications? • Is our meter reading function appropriate for today? • In the Administration Division, are we at a correct ratio of mid -level and executive administrative personnel to field operations? • Are there opportunities for changing staffing levels (up or down), including functional consolidations? After reviewing CDs (and taking into account information developed in Task 1) organizational charts, cost accounting information and other information /documents that may be provided, a series of meetings will be held with supervisory personnel to assess the work tasks performed by each class under their supervision. Using this information, a matrix table will be developed which will show the hours and percentage of time spent by each classification on direct and indirect cost tasks, with particular attention paid to time allocated to Paid Time Off and the impacts to staffing. The information collected in this task will be analyzed, the questions listed above addressed and staffing needs and personnel distribution for the Department will be compared with available manpower. Recommendations, if appropriate, will be made. Level of Effort: Water: 25 hours Wastewater: 12 hours Administration: 7 hours Total for Task 44 hours Task 3: Water Conservation Program Performance — The City desires the answer to the question: • How effective are our Water Conservation programs and functions? The effectiveness of this state mandated program is important to assess. As the City grows and forecasts demands, an important segment of "new" water is realized through conservation efforts. This proposal assumes that the City has performed limited quantification of the effectiveness of its conservation efforts, but has some discrete information readily available (pre 1977 single and multi - residential housing stock, 1977 -1984 stock, and post 1984 development). The primary effort that would be undertaken would be to quantify water savings realized by both the City's active program and plumbing code requirements using data obtained from published reports. This effort was separated out from the Division Performance analysis as it is uniquely prescribed under state law and coordinated with regional wholesale agencies. It is usually operated independent of water operations by customer service representatives and/or public information personnel. iq 0 0 Mr. Dave Kiff Proposal to Perform Organizational Review Level of Effort: Water: 40 hours Total for Task 40 hours Task 4: Technology Levels — The City desires the answers to the questions: • Do we have the right technology ( SCADA, etc.) managing the system? • What meter - reading technologies or partnerships should we be examining? April 26, 2006 The goal of this task would be to review the electronic information and control systems used in the Utilities Department and provide a practical discussion and recommendations. OMTS is not an engineering firm and our review would not include making any representations or recommendations regarding the adequacy or inadequacy of the City's current platforms and installations. Using information developed from our best professional judgment and published reports, we would discuss the functional requirements of a SCADA system, identify best practices and report staff concerns. Similar review would be provided for remote monitoring equipment, information management systems and other identified technology. We would also provide information on the direction similar - sized agencies are moving in with regards to technological advances. With regards to the meter - reading issues specifically, we would identify technologies that are being used currently in the southern California area and interview 2 -3 selected agencies regarding their experience with them. We will briefly survey surrounding agencies to see if there is interest in shared meter reading programs. We will also identify emerging technologies in this area. Level of Effort: Water: 50 hours Total for Task 50 hours Task 5: Division Performance — The City desires to answer the following questions: What management tools are we using effectively? What management tools are we not using that we should be using? Have we taken advantage of cross - training to an appropriate extent? Is the role of the Lab appropriate and is the lab correctly administered? 4 c. 0 0 Mr. Dave Kiff Proposal to Perform Organizational Review April 26, 2006 • Is our in -staff continuing education /training program appropriate? • What recommendations for change does the consultant believe should be made or could be made in the short-term and long -term? • Provide a list of recommended organization concepts and alternatives not suggested. The performance assessment is arguably the most important of the tasks identified. In addition to the questions answered above, it provides the response to the question: Are we meeting our Departmental Goals? Initially, documentation including regulatory reports, internal planning and operations reports, budget reports, safety information, training information, recordkeeping information and staffing information (including that developed under other tasks) will be used to familiarize OMTS with the current level of operations. Using information derived from publications such as AWWA's Assessing the Future: Water Utility Infrastructure Management, AW WA's Water Distribution Operator Handbook, Third Edition as well as our own experience, we will develop a list of "best practices" as a standard against which the Divisions will be evaluated. Work under this task will require field observations and extensive review of operational logs, maintenance documentation and interviews with supervisor and field staff. Additionally, each of the questions above will be addressed as a specific item through document review, interviews with staff and our knowledge of operations in other water agencies. Level of Effort: Water: 80 hours Wastewater: 40 hours Administration: 20 hours Total for Task 140 hours Task 6: Future Issues — The City desires the answers to the questions: • Is our meter reading program appropriate for the future? • What trends in water and wastewater operations/staffing /technology should we expect in the future? • Evaluate the advantages and disadvantages of the distinct Utilities Department versus a Utilities Division within the Public Works Department. Information to respond to these questions would be developed through familiarization gained from work on previous tasks, published information and our professional judgment and presented as part of the draft and final reports. 5 1f0 0 0 Mr. Dave Kiff Proposal to Perform Organizational Review Level of Effort: Water: 5 hours Wastewater: 5 hours Administration: 1 hours Total for Task 11 hours r ..r .. April 26, 2006 Five bound copies of a Draft Report and one electronic version (in MSWord) will be provided to the City for review. Upon receipt of comments, five bound copies of a Final Report and one electronic version (in MSWord) will be provided to the City. Level of Effort: Water: 30 hours Wastewater: 15 hours Administration: 8 hours Total for Task 53 hours *Date assumes 1 week review by City from July 13 (A 11-( Task Estimated Date of Completion Notice to Proceed May 10 Task 1: Classification/Compensation May 26 Task 2: Staffing Levels June 16 Task 3: Water Conservation Performance June 16 Task 4: Technology Review July 3 Task 5: Division Performance July 3 Task 6: Future Issues July 3 Task 7: Draft Re ort July 13 Provide Final Re ort* Jul 24* *Date assumes 1 week review by City from July 13 (A 11-( 0 0 Mr. Dave Kiff April 26, 2006 Proposal to Perform Organizational Review OMITS proposes to perform the work detailed in this proposal for a not-to-exceed cost of $56,340. The hours and costs are shown below. Hours Principal Expenses Total Task 1: Classification/Compensation 95 95 Task 2: Staff I ng Levels 44 44 fatsii:' Water Conservation 40 40 50 0 Task 5: Division Performance 140 141(0q_l k 6: Future Issues Task 7: Draft/Final Report 53 53 Total Hours 433 433 Irvine Ranch Water District W1r.Pou|Jnnee 15G0O Sand Canyon Avenue Irvine, CA 92618 (949) 453-5300 City of Livermore Mr. Darren Greenwood Water Resources Department 1O1VV. Jack London Boulevard Livermore, CA9455O (925) 960-8100 rA 0 Mr. Dave Kiff Proposal to Perform Organizational Review (Reference for City of Rialto Work) Mr. Bradley Baxter City Manager City of Rio Vista One Main Street Rio Vista, CA 94571 (707) 374 -6451 Mr. Bill Ault Mr. Bob Kellison City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 (714) 5934601 Mike Markus Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 (714) 378 -3305 0 April 26, 2006 In preparing this proposal. I have given extensive thought to the level of work required to perform a review that will answer the questions you posed in a thorough and professional manner. I realize that this is an important project for you and in reviewing the level of effort and cast, I discounted my hourly fee from $150 to $130 per hour. look forward to discussing this proposal and answering any questions you may have. Sincerely, =', Lisa Ohlund Principal Attachments — Attachment A— Experience 19 C� 3g3� C3$�h'200�� r': C, i Y CAUNRIL °EA°" ITY OF NEWPORT BEACH n Ar 797 ?,106 CITY COUNCIL STAFF REPORT Agenda item No. 9 May 9, 2006 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: City Manager's Office Dave Kiff; Assistant City Manager 9491644 -3002 or dkiff @city.newport- beach.ca.us SUBJECT: Contract with OMTS for Organizational Review of the Utilities Department, Budget Amendment ISSUE: Should the City enter into a contract with Ohlund Management & Technical Services (OMTS) to do an organizational review of the Utilities Department? Authorize the City Manager to sign a professional services agreement with OMTS in an amount not to exceed $60,000 (includes base contract of $56,430 with a 5% contingency if authorized by the City Manager) to perform an organizational review of the Utilities Department. 2. Adopt Budget Amendment #BA -- in the amount of $60,000 (from water and wastewater enterprise system reserves to Utilities' professional and technical services account) DISCUSSION: From time to time, City staff believes that it is appropriate to have outside experts review some of our functions to ensure that we are meeting our goal to serve the public in the best manner possible. The Utilities Department, which includes water distribution, water purchase, wastewater collection, electrical /streetlights, and oil and gas, has been an independent department (rather than a division of the Public Works Department) for several years now. As such, staff believes it is time to have someone from the outside — with an expertise in utilities functions — review what we do in Utilities, how we do it, and with what level of personnel. Some of the more important issues that should be addressed in this review are: • Contract with OMTS May 2, 2006 Page 2 • Do we have the appropriate certification required for key personnel? • What is the quality of our monitoring and testing equipment (SCADA, at al)? • How effective is our current water conservation program? • is the role of Utilities as a separate department appropriate? We enter the review period with no preconceptions about its outcome. The Utilities staff and I look forward to reading whatever conclusions the consultant arrives at given the consultant's expected level of expertise in reviewing Utilities functions. The proposed Organizational Review is based on the attached Request for Qualifications (RFQ). Two firms responded to the RFQ. Of the two firms, I believe that Ohlund Management & Technical Services (OMTS) is the most qualified to perform the Scope of Work (shown in OMTS's proposal dated April 26, 2006. References for Ms. Lisa Ohlund or OMTS were very strong. Ms. Ohlund and I have discussed a Scope of Work, refined it slightly and arrived at a cost for the work -- $56,430. Funding. Funding for this Review is available within the Utilities Department's reserves assuming the Council approves a Budget Amendment transferring these funds to the Department's professional and technical services account. This Agenda Item. This agenda item asks the City Council to authorize the City Manager to execute a Professional Services Agreement developed by the City Attorney's Office and based on the attached proposal by OMTS. The contract would authorize the expenditure of up to $60,000 ($56,430 including a 5% contingency for additional work if so directed by City staff). The Assistant City Manager will oversee this contract on behalf of the Utilities Department. Environmental Review: The City Council's approval of this Agenda Item does not require environmental review. Public Notice: This agenda item may be noticed according to the Brown Act (72 hours in advance of the public meeting at which the City Council considers the item). Submitted by: Dave Kiff Assistant City Manager Attachments: RFQ OMTS Proposal Budget Amendment — BA #_ CITY OF NEWPORT BEACH MEMORANDUM TO: Potential Respondents FROM: Dave Kiff, Assistant City Manager DATE: December 30, 2005 RE: Utilities Organizational Review — Request for Qualifications (RFQ) The City of Newport Beach seeks your response to provide your firm's qualifications to conduct an Organizational Review of the City's Utilities Department. The Review will examine the issues raised on the proposed Work Scope. Respondents should provide their qualifications to: Dave Kiff, Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 by Friday, January 21", 2006 at 5-00 p.m. This RFQ attempts to ascertain various firms' experience with similar organizational reviews. To receive favorable consideration for a contract to conduct the work, respondents should show recent (the last five years) experience working with similar Utilities functions (water and wastewater) in either municipalities or special districts in California. We do not portend to know how to best conduct this Review - therefore, respondents should feel free to propose changes to the Work Scope in order to improve the Review's outcome for the City. The selected contractor must be able to agree to the terms within our standard Professional Services Agreement. Information about the city and the Utilities Department is also attached. Attachments: • Proposed Scope of Work • Professional Services Agreement template • City and Utilities Information (from FY 2005 -06 Resource Allocation Plan) SCOPE OF WORK ORGANIZATIONAL REVIEW CITY OF NEWPORT BEACH'S UTILITIES DEPARTMENT Project: The selected consultant shall conduct an organizational review of the City of Newport Beach's Utilities Department (including its administrative, water, and wastewater functions) that provides the following information to the City Manager: Today's Operations water • Are we appropriately staffed for the function's mission? • Are the position classifications correct? • Is compensation appropriate for major classifications? • Are we at a correct ratio of field to supervisory personnel? • Do we have the right credentials/certification? • Is the role of the lab appropriate and is the lab correctly administered? • Do we have the right technology (SCADA, etc) managing the system? • What management tools are we using effectively? What management tools are we not using that we should be using? • Have we taken advantage of cross- training to an appropriate extent? • Is our in -staff continuing education /training program appropriate? • How effective are our Water Conservation programs and functions? • Is our meter reading function appropriate for today and in the future? What meter- reading technologies or partnerships should we be examining? Wastewater • Are we appropriately staffed for the function's mission? • Are the position classifications correct? • Is compensation appropriate for major classifications? • Are we at a correct ratio of field to supervisory personnel? • Do we have the right credentials /certification? • Do we have the right technology (SCADA, etc) managing the system? • What management tools are we using effectively? What management tools are we not using that we should be using? • Is our in -staff continuing education /training program appropriate? • Have we taken advantage of cross - training to an appropriate extent? Administration • Are we appropriately staffed for the function's mission? • Are the position classifications correct? • • • Are we at a correct ratio of mid -level and executive administrative personnel to field operations? Future Operations • What trends in water and wastewater operations /staffing /technology should we expect in the future? • What recommendations for change does the consultant believe should be made or could be made in the short-term and long -term? • Provide a list of recommended organization concepts and alternatives not suggested. • Evaluate the advantages and disadvantages of the distinct Utilities Department versus a Utilities Division within the Public Works Department. • Suggest opportunities for changing staffing levels (up or down), including functional consolidations. Report The above information should be prepared and presented in a written report format - a draft report and final report should be submitted, allowing a comment time from the City after the draft report before the final report is prepared. The City will be most interested in the section of the Final Report that makes up the requested information within the Recommendations forthe Futuresection of the Scope of Work. c 0 0 III ELECTORATE III F L cPnLSERVlcE SONS CaY CLERIC L -J] F I PLANNIN(? --4 C ft.n a pimt, it FIRE T� H.� F� P.Ngn II BUILDING P= vamas ADMINISTRATIVE SERVICES A"M-6v . F.,mms.q & L—A HUMAN RESOURCES ELECT ED VVFICIN.S Fiscal Year 2005-2006 mfirch 22.2005 MAYOR COUNCIL CITYATTORNEY CITY MANAGER ftm W� om&� L II ww r- - - - -1 — drrNetscomkgssom —J I Lr — — — — I HAPSM CWMSS� L — — — — J] II JITILITIES II POLICE Fbai Wlm.-, PUBLIC WORKS II GENERALSERVICES pwsuaarnaAe T kfS" C8.t m p� � E,*Z;tm#44 II RECREATION & SENIOR SERVICES LIBRARY SERVICES — — — — — — — — — — L C DEPARVAENTS 0 9 TABLE OF MISCELLANEOUS STATISTICAL INFORMATION FISCAL YEAR 2005 -2006 COUNCIL - MANAGER FORM OF GOVERNMENT CITY WATER SERVICE CONNECTIONS 26,369 NUMBER or FIRE STATIONS 8 RESIDENTIAL POPULATION (January 1, 2004 estimate; NUMBER OF CITY LIBRARIES 4 Permanent 80,831 NUMBER OF PARKWAY TREES 29,000 Summer 100,000 TOURIST POPULATION 20,000 to 900,000 per day RECREATIONAL ACREAGE Acres Ocean Water 14,894 AREA Square Miles Harbor Waters 1,598 Land 25.9 Parks 258 Bay 2.5 Beaches 237 Ocean 23.0 TOTAL 16,987 TOTAL SQUARE MILES Acres STREETS AND ALLEYS tea Land 16,584 Improved 321 Bay 1,600 Unimproved 2 Ocean 14,894 State Highway 10 TOTAL ACRES 33,078 333 WATER FRONTAGE Miles DWELLING UNITS Upper Bay Frontage 13 January 1, 2444 41,851 Ocean 10 Occupancy factor per dwelling unit 1.93 Harbor 21 TOTAL WATER FRONTAGE 44 POPULATION DENSITY ASSESSED VALUATION Per Square Mile - 3,119.68 TOTAL $26,048,812 -,767 Per Acre 4.87 NEWPORT HARBOR Boats - -91900 EMPLOYEES Residentiat 1,230 Regular Full Time - " 796 Commercial Slips and Side Ties 2,330 Total (Including Part Time) 1,251 Bay Moorings 1,235 Newport Beach is one of Southern CalffornWs most scenic and dynamic communities. It surrounds Newport Bay, well known for its picturesque islands and one of the greatest natural recreational boat harbors in the world, accommodating over 9,000 boats of all types docked within its 21 square mile harbor area. This bay area and the 23 miles of ocean beach offer outstanding fishing, swimming, surfing and aquatic sports activities. The City has a permanent population of approximately 80,000. During the summer months, the population grows to over 100,000 with 20,000 to 100,000 tourists daily. There are fine residential areas, modern shopping facilities and a quality school system. A major campus of the University of California is located immediately adjacent to the City, and eight other colleges are within a 30 mite radius. Located 50 miles south of Los Angeles in .Orange County, Newport Beach offers one of the finest climates in the United States. 9 r7 M o � _ v N N � >1 N E O E C7 a UTILITIES DEPARTMENT To provide quality, cost effective utility services to the community of Newport Beach Annual Department Goals Meet the current and future needs for infrastructure, services; and resources for citizens and visitors Provide the City a safe and reliable water supply Operate and maintain the City's water, wastewater, oil and gas, and street lighting systems in an efficient and innovative manner Provide outstanding customer service and education to the public, other departments, and agencies Promote team spirit and pride through our actions and activities Encourage continuous employee assessment and development programs Facilitate the flow of information by maintaining a records management system uraitws Yard Department Organization The Utilities Department is responsible for providing water service, wastewater collection, oil and gas production, electrical services, and street lights to the citizens of Newport Beach.. Water is delivered to the tap, wastewater is transported for treatment, and streets and beach parking lots are made safer with lighting. The Utilities Department has four divisions: Electrical, Oil & Gas, Water,. and Wastewater. The Electrical Division staff of five field personnel is responsible for the maintenance and operation of electrical services at all City facilities. These include park sites, community buildings, water and sewer pump stations, oil wells, emergency generators, and over 6000 street and parking lot lights. Staff responds to over 2000 service requests each year. The Oil & Gas Division provides contract administration and oversight for a small oil tank farm consisting of 16 wells in West Newport Beach. The operation and maintenance of the oil operation is out sourced_ Natural gas is a by- product of the oil production and is sold to Hoag Hospital. The Water Division which consists of four sections (Water Maintenance and Repair, Water Meters, Water Production, and Water Quality) delivers water from both local and imported sources. A staff of 25 field personnel operates the pumps, reservoirs, and pressure reducing stations, performs water quality testing, provides meter reading services, responds to customer service requests, and performs year -round preventative maintenance on fire hydrants, shut -off valves, and over 200 miles of transmission mains. The Wastewater Division staff of 11 field personnel operate 20 pump stations and maintain over 200 miles of wastewater collection system that transports the City's wastewater to the County's trunk system for treatment at the Huntington Beach plant. 87 q, c C t N M c cR CD rn O �- O UTILITIES DEPARTMENT (con Electrical Staffing: 5, 0.5 FTE $1,104,513 City Facilities Electrical Service Recreational Field Lighting Parking Lot Lighting Street Lighting Water Staffing: 34, 7.25 FTE $14,533,191 Water Production Water Quality Water Conservation Meter Reading Reclaimed Water Customer Service & Education Water Maintenance & Repair Underground Service Locating Oil & Gas Staffing: 0 $474,738 Oil Production Gas Production Oil & Gas Remediation Wastewater Staffing: 13, plus 1.75 FTE $2,460,432 Sewer Main Cleaning Manhole Maintenance Pump Station Maintenance Sewer Lateral /Cleanout Replacement Wastewater Electrical Oil & Gas 13% 6% 3% Water 78% During this past year, the Big Canyon Reservoir Cover and Disinfection Pro ject was completed. The cover was installed on the reservoir to improve the water quality and protect the City's drinking wafer source. The area of the cover is approximately 23 acre feet. 88 i 1 _ - ' ek 77 SIGHT f x =u 1 Charges for Services $ 2002 -03. $ 200304 $ 2004 -05 $ 2005 -06 Intergovernmental $ Actual $ Actual $ Estimated $ Proposed Salaries and Benefits $ 4,312,510. $ 4,643,204 $ 4,867,761 $ 5;232,786 Maintenance and Operations $ 10,551,483 $ 12,500,459 $ 12,822,669 $ 13,287,438 Capital Outlays $ 102,889 $ 61;876 $ 80,905 $ 52,650 CIP S 6,570,686 $ 5,939;082. S 14,237,216 S 6,763,766 Total Expenditures $ 21,537,567 S 23,144,621 $ 32,008,640 S 25,336,640 Charges for Services $ 18,957,911 $ 19,513,959 $ 1.9,551,000 $ 19,432,000 Intergovernmental $ - $ 1,608;507 $ 1,586,295 $ - Use of Money 8 Property $ 976,195 S 145.244 $ 550;000. $ 472,538 .Sales of Oil & Gas $ 903,622 $ 1,040,881 $ 835,000 S 905,000 Other Revenue $ 300,312 $ 402,405 $ 19,000 $ 18,000 Transfer (TO) From Reserves $ 399.527 $ 433,625 $ 9,467,345 $ 4.,509.102 Total Revenue $ 21.537,567 $ 23;144,621 $ 32,008,540 $. 25,336,640 C C O M CL O E� M 11 Ohlund Management & Technical Services 30111 Branding Iron Road, San Juan Capistrano, CA 92675 Phone: 949 -661. -9395 April 26, 2006 Mr. Dave Kiff Assistant City Manager City of Newport Beach 3300 Newport , Boulevard Newport Beach, CA 92663 Subject: Proposal to Utilities Organizational Review Dear Mr. Kiff: Ohlund Management & Technical Services (OMTS) is pleased to submit this proposal to perform the subject professional services. We have structured this letter proposal to generally reflect the format . outlined in the Scope of Work included in the Request for Qualifications. Identity of Firm and Project Office Ohlund Management & Technical Services A Sole Proprietorship 30111 Branding Iron Road San Juan Capistrano, California 92675 (949) 661 -9395 (Telephone) (949) 661 -9395 (Fax) Email: omts @cox.net Contact: Lisa A. Ohlund Firm History. Size and Experience OMTS was established in July 1995 by founding principal, Lisa Ohlund. The firm has occupied office space in San Juan Capistrano, California since 1995. Ms. Ohlund is the firm's sole employee and supports the firm's current workload. Related Firm Experience Information regarding our experience was submitted with the Request for Qualifications and is appended to this proposal as an attachment. Project Approach The City desires to retain a consultant to conduct an organizational review of the Water, Wastewater and Administrative divisions of the Utilities Department to answer a series of questions regarding: tl- 0 Mr. Dave Kiff Proposal to Perform Organizational Review 1. Classifications/Compensation 2. Staffing Levels 3. Water Conservation Program Performance 4. Technology Levels 5. Division Performance 6. Future Issues 0 April 26, 2006 The following is a brief discussion of tasks that would be performed to examine the issues identified in the Scope of Services. These tasks will be performed for each division (Water, Wastewater and Administration). Task 1: Classifications /Compensation —The City desires the answer to the questions: • Are.the position classifications correct? • Is the compensation appropriate for major classifications? Underlying the ability for an organization to function efficiently is the need for employees to understand the requirements and responsibilities of theirjobs. The Classification Description (CD) forms the basis of that understanding and forms the functional contract between the employer and the employee. This task involves: 1) reviewing the CDs, 2) identifying the distinguishing characteristics of each class, and 3) briefly meeting with the employees of each class (including supervisory/management) to review this information and provide them with the opportunity to comment. These meetings are followed by a meeting with the supervisors of each class to review the information presented and fact verification. This information will be analyzed and recommendations developed. For the compensation element of this task, we would meet with the City's Human Resources Director to review the most recent compensation studies (from collective bargaining efforts). This information would be reviewed and an analysis of the impacts of compensation issues presented. in,preparing salary structure /range comments, we willtake into account internal parity and structure -issues, external job demand and customary practices in the public sector. Similarly, shfft schedule (if appropriate) and standby policy recommendations will be examined in light of existing City practices, and customary public sector practices. Level of Effort: Water: 55 hours Wastewater: 25 hours Administration: 15 hours Total for Task 95 hours j Mr. Dave Kiff April 26, 2006 Proposal to Perform Organizational Review Task 2: Staffing Levels — The City desires the answers to questions such as: • Are we appropriately staffed for the function's mission? • Are we at a correct ratio of field to supervisory personnel? • Do we have the right credentials /certifications? • Is our meter reading function appropriate for today? • In the Administration Division, are we at a correct ratio of mid -level and executive administrative personnel to field operations? • Are there opportunities for changing staffing levels (up or down), including functional consolidations? After reviewing CDs (and taking into account information developed in Task 1) organizational charts, cost accounting information and other information /documents that may be provided, a series of meetings will be held with supervisory personnel to assess the work tasks performed by each Gass under their supervision. Using this information, a matrix table will be developed which will show the hours and percentage of time spent by each classification on direct and indirect cost tasks, with particular attention paid to time allocated to Paid Time Off and the impacts to staffing. The information collected in this task will be analyzed, the questions listed above addressed and staffing needs and personnel distribution for the Department will be compared with available manpower. Recommendations, if appropriate, will be made. Level of Effort: Water: 25 hours Wastewater: 12 hours Administration: 7 hours Total for Task 44 hours Task 3: Water Conservation Program Performance — The City desires the answer to the question: • How effective are our Water Conservation programs and functions? The effectiveness of this state mandated program is important to assess. As the City grows and forecasts demands, an important segment of "new" water is realized through conservation efforts. This proposal assumes that the City has performed limited quantification of the effectiveness of its conservation efforts, but has some discrete information readily available (pre 1977 single and multi - residential housing stock, 1977 -1984 stock, and post 1984 development). The primary effort that would be undertaken would be to quantify water savings realized by both the City's active program and plumbing code requirements using data obtained from published reports. This effort was separated out from the Division Performance analysis as it is uniquely prescribed under state law and coordinated with regional wholesale agencies. It is usually operated independent of water operations by customer service representatives and /or public information personnel. H • Mr. Dave Kiff Proposal to Perform Organizational Review Level of Effort: Water: 40 hours Total for Task 40 hours Task 4: Technology Levels — The City desires the answers to the questions: • Do we have the right technology ( SCADA, etc.) managing the system? • What meter - reading technologies or partnerships should we be examining? April 26, 2006 The goal of this task would be to review the electronic information and control systems used in the Utilities Department and provide a practical discussion and recommendations. OMTS is not an engineering firm and our review would not include making any representations or recommendations regarding the adequacy or inadequacy of the City's current platforms and installations. Using information developed from our best professional judgment and published reports, we would discuss the functional requirements of a SCADA system, identify best practices and report staff concerns. Similar review would be provided for remote monitoring equipment, information management systems and other identified technology. We would also provide information on the direction similar - sized agencies are moving in with regards to technological advances. With regards to the meter - reading issues specifically, we would identify technologies that are being used currently in the southern California area and interview 2 -3 selected agencies regarding their experience with them. We will briefly survey surrounding agencies to see if there is interest in shared meter reading programs. We will also identify emerging technologies in this area. Level of Effort: Water: 50 hours Total for Task 50 hours Task 5: Division Performance — The City desires to answer the following questions: What management tools are we using effectively? What management tools are we not using that we should be using? Have we taken advantage of cross - training to an appropriate extent? Is the role of the Lab appropriate and is the lab correctly administered? J • • Mr. Dave Kiff Proposal to Perform Organizational Review April 26, 2006 • Is our in -staff continuing education/training program appropriate? • What recommendations for change does the consultant believe should be made or could be made in the short-term and long -term? • Provide a list of recommended organization concepts and alternatives not suggested. The performance assessment is arguably the most important of the tasks identified. In addition to the questions answered above, it provides the response to the question: Are we meeting our Departmental Goals? Initially, documentation including regulatory reports, internal planning and operations reports, budget reports, safety information, training information, recordkeeping information and staffing information (including that developed under other tasks) will be used to familiarize OMTS with the current level of operations. Using information derived from publications such as AW WA's Assessing the Future: Water Utitity Infrastructure Management, AW WA's Water Distribution Operator Handbook, Third Edition as well as our own experience, we will develop a list of "best practices" as a standard against which the Divisions will be evaluated. Work under this task will require field observations and extensive review of operational logs, maintenance documentation and interviews with supervisor and field staff. Additionally, each of the questions above will be addressed as a speck item through document review, interviews with staff and our knowledge of operations in other water agencies. Level of Effort: Water: 80 hours Wastewater: 40 hours Administration: 20 hours Total for Task 140 hours Task 6: Future Issues — The City desires the answers to the questions: • Is our meter reading program appropriate for the future? • What trends in water and wastewater operations /staffing /technology should we expect in the future? • Evaluate the advantages and disadvantages of the distinct Utilities Department versus a Utilities Division within the Public Works Department. Information to respond to these questions would be developed through familiarization gained from work on previous tasks, published information and our professional judgment and presented as part of the draft and final reports. 5 �In Mr. Dave Kiff Proposal to Perform Organizational Review Level of Effort: Water: 5 hours Wastewater: 5 hours Administration: 1 hours Total for Task 11 hours April 26, 2006 Five bound copies of a Draft Report and one electronic version (in MSWord) will be provided to the City for review. Upon receipt of comments, five bound copies of a Final Report and one electronic version (in MSWord) will be provided to the City. Level of Effort: Water: 30 hours Wastewater: 15 hours Administration: 8 hours Total for Task 53 hours 6 1q Task Estimated Date of Completion Notice to Proceed May 10 Task 1: Classification/Compensation May 26 Task 2: Staffing Levels June 16 Task 3: Water Conservation Performance June 16 Task 4: Technology Review July 3 Task 5: Division Performance Jul 3 Task 6: Future Issues Jul 3 Task 7: Draft Report July 13 Provide Final Report* Jul 24` 6 1q 0 Mr. Dave Kiff Proposal to Perform Organizational Review �J April 26, 2006 OMTS proposes to perform the work detailed in this proposal for a not -to- exceed cost of $56,340. The hours and costs are shown below. Hours Task 7: Draft/Final Report 53 53 Total Hours 433 433 Cost Project Manager Indirect Total Task 1: Principal Expenses Total ask 1: Classification /Com ensation 95 95 ask 2: Staffing_LeveIs 44 44 ask 3: Water Conservation 40 40 ask 4: Technology Review _ 50 _ 50 ask 5: Division Performance 140 140 ask 6: Future Issues 11 11 Task 7: Draft/Final Report 53 53 Total Hours 433 433 Cost Irvine Ranch Water District Mr. Paul Jones 15600 Sand Canyon Avenue Irvine, CA 92618 (949) 453 -5300 City of Livermore Mr. Darren Greenwood Water Resources Department 101 W. Jack London Boulevard Livermore, CA 94550 (925) 960 -8100 12 Project Manager Indirect Expenses Total Task 1: Classification/Compensation 12,350 12,350 ask 2: Staffing Levels 5,720 5,720 Task 3: Water Conservation 5,200 5,200 ask 4: _ ................-........--..--..-...---- Task 5: Technology Review -....--- ------- _...---- .. - - Division Performance 6,500 -- 18,200 – — -- 6,500 -- 18,200 ask 6: Future Issues 1,430 1,430 ask 7: Draft/Final Report 6,890 50 8,940 otal Cost $56,290 $50 $56,340 Irvine Ranch Water District Mr. Paul Jones 15600 Sand Canyon Avenue Irvine, CA 92618 (949) 453 -5300 City of Livermore Mr. Darren Greenwood Water Resources Department 101 W. Jack London Boulevard Livermore, CA 94550 (925) 960 -8100 12 0 Mr. Dave Kiff Proposal to Perform Organizational Review (Reference for City of Rialto Work) Mr. Bradley Baxter City Manager City of Rio Vista One Main Street Rio Vista, CA 94571 (707) 3746451 Mr. Bill Ault Mr. Bob Kellison City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 (714) 59314601 Mike Markus Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 (714) 3783305 0 April 26, 2006 In preparing this proposal, I have given extensive thought to the level of work required to perform a review that will answer the questions you posed in a thorough and professional manner. I realize that this is an important project for you and in reviewing the level of effort and cost, I discounted my hourly fee from $150 to $130 per hour. 1 look forward to discussing this proposal and answering any questions you may have. Sincerely, W.P. AIA44 Lisa Ohlund Principal Attachments — Attachment A — Experience j `' I Wof Newport Beach• BUDGET AMENDMENT 200"6 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase Expenditure Appropriations AND Transfer Budget Appropriations SOURCE: from existing budget appropriations from additional estimated revenues PX from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: NO. BA- 06BA -066 AMOUNT: $601000.00. Increase in Budgetary Fund Balance X Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance To increase expenditure appropriations by .$60,000 for a contract with Ohlund Mangement & Technical Services (OMTS) to do an organizational review of the Utilities Department. Of this amount, $40,000 is recommended from the Water Enterprise Reserves and $20,000 is recommended from the Wastewater Enterprise Reserve. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Amount Fund Account Description Debit Credit 500 3784 Water Fund - system reserve $40,000.00 530 3784 Wastewater Fund - system reserve $20,000.00 REVENUE ESTIMATES (3601) Fund/Division Accoun Description EXPENDITURE APPROPRIATIONS (3603) Description Division Number 5500 Utilities -Water Account Number 8080 Services, Professional & Technical $40,000.00 Division Number 5600 Utilities - Wastewater Account Number 8080 Services, Professional & Technical $20,000.00 Division Number Account Number Division Number Account Number Division Number Account Number Automatic System Entry, Signed: Fi ncial pproval: Administrative ces Director Date Signed: W z Administrative Approval City Manager ate Signed: City Council Approval: City Clerk Date 0 CITY OF NEWPORT BEACH MEMORANDUM TO: Mayor Webb and Members of the City Council FROM: Dave Kiff, Assistant City Manager DATE: May 4, 2006 RE: Item #9 — Utilities Organizational Review Attached is the proposed Professional Services Agreement with OMTS for the Utilities Organizational Review. Dave City Hall 9 3300 Newport Boulevard • Post Office Box 1768 • Newport Beach, California 92659 -1768 0 0 PROFESSIONAL SERVICES AGREEMENT WITH OHLUND MANAGEMENT AND TECHNICAL SERVICES (OMTS) THIS AGREEMENT is made and entered into as of this _ day of May, 2006, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and OHLUND MANAGEMENT AND TECHNICAL SERVICES (OMTS) a California Corporation whose address is , California, ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to perform an Organizational Review of the water and wastewater functions of the City's Utilities Department. C. City desires to engage Consultant to provide management consulting services to conduct the Organizational Review ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and is knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project, shall be Lisa Ohlund. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete discretion. 3. TIME OF PERFORMANCE 0 certain tasks of the Scope of Services at its sole Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit A and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed fifty -six thousand, three hundred forty dollars ($56,340.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing Professional Services Agreement— OMTS May 2006 — Page 2 in advance y City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit A. 4.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated LISA OHLUND to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION • Professional Services Agreement — OMTS May 2006 — Page 3 This Agreement will be administered by the City M•ger's Office. Dave Kiff, Assistant City Manager (or his designee) shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide blueprinting and other services through City s reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Professional Services Agreement — OMTS May 2006 — Page 4 work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 0 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless, City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of .them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. Profession! Services Agreement — OMTS May 2006 — Page 5 0 ! 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities perforated and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work. Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certfficates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. 0 Professional Services Agreement — OMTS May 2006 — Page 7 i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. Professional Services Agreement — OMTS May 2006 — Page 8 15. This licy shall be considered primaryinsurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. A. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely !Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 0 Professional Services Agreement — OMTS May 2006 — Page 9 0 16. SUBCONTRACTING 0 No Subcontractors. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by CITY in ".dwg" file format on a CD, and should comply with the City's digital submission requirements for Improvement Plans. The City will provide AutoCAD file of City Title Sheets. All written documents shall be Professional Services Agreement — OMTS May 2006 — Page 10 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his /her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS • Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its Professional Services Agreement — OMTS May 2006 — Page 12 investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. . If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Dave Kiff City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3002 Fax: 949 - 644 -3020 Professional Services Agreement — OMTS May 2006 — Page 13 All notices, demands, requests or approvals from CITY to Consultant shall be • addressed to Consultant at: Attention: Lisa Ohlund Ohlund Management & Technical Services (OMTS) 30111 Branding Iron Road San Juan Capistrano, California 92675 Phone: 949 -661 -9395 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving • seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. Professional Services Agreement — OMTS May 2006 — Page 14 i • 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 34. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. • 35. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 36. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. • Professional Services Agreement — OMTS May 2006 — Page 15 0 0 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, A Municipal Corporation City Attorney for the City of Newport Beach ATTEST: By: City Manager for the City of Newport Beach CONSULTANT: By: By: LaVonne Harkless, Lisa Ohlund City Clerk Attachments: Exhibit A — Scope of Services & Billing Rate Professional Services Agreement — OMTS May 2006 — Page 16