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HomeMy WebLinkAbout09 - Special Projects Assistance - Jan PerkinsCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 9 May 25, 2010 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: City Manager's Office Dave Kiff, City Manager 949 - 644 -3000, dkiff @newportbeachca.gov SUBJECT: AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH MANAGEMENT PARTNERS, INCORPORATED FOR SPECIAL PROJECTS ASSISTANCE — JAN PERKINS ISSUE: Should the City Council approve entering into a contract with Management Partners, Incorporated to provide special projects assistance in the City Manager's office and specifically, to assign Jan Perkins, a partner in the firm, to conduct special projects? RECOMMENDATION: Authorize the City Manager to enter into a contract with Management Partners, Inc. to provide professional services to the City Manager's Office at the rate of $140 per hour, not to exceed a total amount of $50,000. DISCUSSION: Background: Over the course of the last several months, the City Council, City Manager and management team have identified a number of business process improvements and analyses needed to improve the efficiency and effectiveness of City operations. Careful attention has been payed to the budget, with serious cost reductions made through reorganizations, staffing reductions, and outsourcing. Jan Perkins, a partner with the local government consulting firm Management Partners, Inc., has been providing interim management and project assistance to the City Manager, serving as interim Assistant City Manager. The permanent Assistant City Manager has been hired and will begin work in June. However, there remain several high priority projects requiring continued attention by Jan Perkins, including the following items. Particular focus will be on the top two items listed below to identify cost savings and improvements to efficiency and Jan Perkins — Mgmt Partners Contract May 25, 2010 Page 2 effectiveness. The new Assistant City Manager will be focusing her attention on other priorities, including day -to -day operational management of the organization, and will not have the capacity for the items listed below. • Conduct Fire Department/Lifeguard Division organizational assessment and assist with implementation • Assist Administrator Services Director with project management of Performance Based Budgeting (PBB), organizational changes in Information Technology (IT), and other items as requested. • Provide training to staff Citywide in preparing work plans and project management. • Conduct teambuilding for City departments, as requested. • Advise analytical groups on projects to identify significant cost savings and organizational efficiencies. • Assist the new Assistant City Manager with special projects as needed. • Assist with miscellaneous assignments from the City Manager. Management Partners, Inc. is a firm comprised of former city and county managers and other professionals who specialize in working with local government leaders and managers. Professionals in the firm carry out a full range of projects and assignments for local governments, including strategic planning and goal setting, project management, performance management, process improvement, organizational re- engineering, budget analysis, feasibility studies, and teambuilding. The firm is known for its commitment to excellence, providing practical and implementable advice, and for the highly qualified professionals whose skills and abilities are compatible with the needs of their clients. Jan Perkins, a partner in the firm for the past five years, and an Orange County resident, has 30 years of management experience in local government. She was previously the City Manager of Fremont and Morgan Hill, CA. Prior to serving as City Manager of those cities, she was the Assistant City Manager of Santa Ana, CA, Grand Rapids, MI and Adrian, MI. She is highly regarded for her expertise in organizational assessments, performance management, business process improvements, organizational restructuring, budget strategy, coaching, teambuilding, and strategic planning — all of which will continue to serve the City of Newport Beach well. Ms. Perkins holds a Master of Public Administration degree (city management concentration) from the University of Kansas and a Certificate from the Executive Program in State and Local Government at Harvard University. She is a Credential Manager with the International City /County Management Association. During the period Ms. Perkins has served Newport Beach in the interim Assistant City Manager role, she has provided management expertise to the City Manager and other City executives, has advised on budget process and reduction strategies, conducted an assessment of the development services function, provided advice on change management resulting from budget reductions and reorganizations, reviewed and Jan Perkins — Mgmt Partners Contract May 25, 2010 Page 3 advised on restructuring the City Manager's Office, facilitated workshops for the Management Team and City Council, assisted with hiring key executives, and introduced work planning practices for project management. The contract extension will be a not -to- exceed amount of $50,000. The hourly rate to be paid Management Partners for Ms. Perkins' assistance is $140.00. The employment agreement will be memorialized by the City's standard Professional Services Agreement approved by the City Attorney. It will be executed by the City Manager pursuant to his appointing authority upon approval by the Council of this item. Fiscal Impact: No Impact as the expense is covered by the budgeted amount for the Assistant to the City Manager position. Environmental Review: The City Council's approval of this Agenda item does not require environmental review. Public Notice: This agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the Council considers the item). Submitted by: L Dav Kiff City Manager Attachments: Exhibit A Exhibit B Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT WITH MANAGEMENT PARTNERS, INC. FOR INTERIM ASSISTANT CITY MANAGER CONSULTANT SERVICES THIS AGREEMENT is made and entered into as of this day of May, 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and MANAGEMENT PARTNERS, INC., an Ohio Corporation, whose address is 2107 North First Street Suite 470, San Jose, California, 95131 ("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. The City has recruited a permanent Assistant City Manager scheduled to start in June 2010. C. The City Manager may authorize and approve an interim Appointment to fill a permanent vacancy (separation or retirement). In accordance with the City's Employee Policy Manual, adopted by Resolution 2001 -100, interim appointments expire in six (6) months but may be extended an additional six (6) months at the discretion of the City Manager. D. On October 13, 2009 City and Consultant entered an Agreement for Interim Assistant City Manager Consultant Services. That Agreement expired April 1, 2010. City and Consultant desire to enter a new Agreement to extend the appointment for Interim Assistant City Manager thru September 23, 2010. F. Consultant and City desire to enter into a new Professional Consulting Agreement for the position of Interim Assistant City Manager for the City of Newport Beach ( "Project "). G. Jan Perkins shall serve as the principal consultant for Project and perform all Services required as the City's Interim Assistant City Manager ('Principal Consultant'). NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. PRINCIPAL CONSULTANT Consultant shall designate a Principal Consultant, who shall coordinate all phases of the Project and perform services required as Interim Assistant City Manager. This Principal Consultant shall be available to City at all reasonable times during the Agreement term. or reassign the Principal Consultant or assign any new or replacement personnel to the Project without the prior written consent of City. 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. 2. TERM Subject to earlier termination as provided for in this Agreement, Principal Consultant shall serve as Interim Assistant City Manager for a term continuing from the prior Agreement entered October 13, 2009; commencing on April 2, 2010 and shall remain in effect until September 23, 2010 unless terminated pursuant to Section 24 of this Agreement or extended at the sole discretion of the City Manager. 3. SERVICES TO BE PERFORMED Consultant shall diligently perform all the Services described in the Scope of Services ( "Services" or "Work ") 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 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. 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. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Thousand Dollars and no /100 ($50,000.00) without prior written authorization from 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 Management Partners, Inc. Page 2 reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 As consideration for the performance of specified Services under this Agreement Consultant shall be compensated as follows, and as further described in the schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference: A. An hourly rate of $140.00 for hours worked pursuant to this Agreement, $140.00 per hour (hereinafter, "hourly rate ") shall be considered just compensation and consultant is not entitled to additional benefits or holiday pay under this Agreement. B. Consultant shall be paid on a monthly basis. 4.3 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: A. All reasonable, authorized City related business expenses actually incurred by Consultant in the performance of Services pursuant to this Agreement. Consultant shall, to the extent possible, use a City - issued credit card issued to pay for business expenses. Consultant shall comply with City Council policies for expense and travel reimbursement. 4.4 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 at the hourly rate. 5. ADMINISTRATION This Agreement will be administered by the City Manager's Department. DAVID KIFF, CITY MANAGER 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. 6. CITY'S RESPONSIBILITIES 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 Management Partners, Inc. Page 3 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. 7. STANDARD OF CARE 7.1 All of the Services shall be performed by Principal Consultant or under Principal Consultant's supervision. Principal Consultant represents that it possesses the professional and technical personnel experience to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. 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. 7.2 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. 7.3 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. 8. 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). 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 Management Partners, Inc. Page 4 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance Management Partners, Inc. Page 5 shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. B. 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. C. Coverage Requirements Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant'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 (ten (10) calendar days written notice of non- payment of premium) prior to such change. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coveraqe. 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, blanket contractual liability. iii. Automobile Liability Coveraqe. 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 Management Partners, Inc. Page 6 less than one million dollars ($1,000,000) combined single limit for each accident. iv. Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: i. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. ii. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limitina. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Management Partners, Inc. Page 7 judgment may be necessary for its proper protection and prosecution of the Work. 14. 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. 15. 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. 16. 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. 17. CONFIDENTIALITY Consultant shall hold and safeguard the Confidential Information in trust for the City and shall not, without the prior written consent of the City, misappropriate or disclose or make available to anyone for use outside the City at any time, either during the term of this agreement with the City or subsequent to the termination of this agreement with the City Management Partners, Inc. Page 8 for any reason, including, without limitation, termination by the City for cause or without cause, any of the Confidential Information, whether or not developed by Consultant, except as required in the performance of Consultant's duties to the City. 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. 18. 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. 19. 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. 20. 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 the law or any other sections of this Agreement. 21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants or permanent employees in connection with the Project. 22. 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 Management Partners, Inc. Page 9 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. 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. 23. 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: David Kiff City Manager's Office City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 -8915 Phone: 949 - 644 -3300 Fax: 949 - 644 -3020 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Gerald Newfarmer Management Partners Inc. 2107 North First St. Suite 470 San Jose, CA 95131 Phone: (408) 437 -5400 Fax: (408) 453 -6191 24. 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. Management Partners, Inc. Page 10 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 24 -hours 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. Nothing in this agreement shall prevent, limit or otherwise interfere with the right of the Consultant to resign at any time from the Project. No promises or representations regarding regular, full time or permanent employment status have been made to Consultant, personnel of Consultant, and /or Principal Consultant (collectively, "Consultant') and Consultant has no expectation of permanent employment with the City. Furthermore, Consultant has no expectation of Civil Service classification, rights or status under this Agreement. 25. 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. 26. 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. 27. 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. 28. 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. Management Partners, Inc. Page 11 29. 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. 30. 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. 31. 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. 32. 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. 33. 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. Management Partners, Inc. Page 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: OFFICE OF THE CITY ATTORNEY: B �iL b eonie Mulvihilly, Acting City Attorney ATTEST: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation 0 David Kiff City Manager CONSULTANT: MANAGEMENT PARTNERS, INC. M 0 Gerald Newfarmer President/ Chief Executive Officer Amy Paul Treasurer PRINCIPAL CONSULTANT: in Jan Perkins Principal Consultant/ Partner Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Management Partners, Inc. Page 13 EXHIBIT A SCOPE OF SERVICES Consultant shall be tasked by the City Manager to carry out the following scope of services, including but not limited to, and not necessarily in this priority order: • Conduct Fire Department/Lifeguard Division organizational assessment and assist with implementation. • Assist Administrator Services Director with project management of Performance Based Budgeting, organizational changes in Information Technology, and other items as requested. • Provide training in preparing work plans and project management. • Conduct teambuilding for City departments. • Advise analytical groups on projects to identify significant cost savings and organizational efficiencies. • Assist the new Assistant City Manager with special projects as needed. • Assist with miscellaneous assignments from the City Manager. Management Partners, Inc. Exhibit A -Page 1 EXHIBIT B SCHEDULE OF BILLING RATES Management Partners shall be compensated at $140 /hour for Jan Perkins' special projects work. No additional benefits shall be provided. Consultant's incidental work - related expenses (parking, tolls, mileage, etc) while working at the City shall be reimbursed by the City with proper invoices and upon approval of the City Manager. Management Partners, Inc. Exhibit B -Page 1