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HomeMy WebLinkAbout09-02-2014 C13 Cost Allocation Plan RFPCity of San Luis Obispo, Council Agenda Report, Meeting Date, Item Number FROM: Wayne Padilla, Finance Director SUBJECT: APPROVE RELEASE OF REQUEST FOR PROPOSAL DOCUMENT FOR COST ALLOCATION PLAN AND LABOR RATE DEVELOPMENT SERVICES RECOMMENDATION Authorize the release of the RFP for Cost Allocation Plan and Labor Rate Development Services. DISCUSSION Background Each year as part of the annual budget preparation process, a central service cost allocation plan (CAP) is developed to provide the analysis necessary to allow the enterprise funds to be charged the cost of indirect administrative overhead services that are provided by the General Fund on a basis that represents their fair share of those costs. This information forms the basis for the reimbursement transfers that are made each year between the enterprise funds and the General Fund. At the same time that the CAP is being prepared, labor rate information showing the cost for specific positions that are frequently charged to grants and other programs for reimbursement must be generated. These costs include direct and indirect overhead costs, which are derived from the cost allocation plans. Staff has traditionally prepared these calculations but the workload overlaps with other significant tasks that must be completed for the budget process. As a result, staff is proposing to outsource these calculations to ensure they are completed in a timely manner. The current agreement with Mahoney and Associates for the preparation of the CAP was extended for one year but has now lapsed. Releasing the RFP at this time will ensure that the next CAP is prepared in a timely manner for the upcoming 2015-17 Financial Plan. FISCAL IMPACT If approved, the release of the RFP has no fiscal impact. Staff anticipates that the actual costs for these services will fall within the available appropriations that exist within the Finance Department budget. ALTERNATIVE Do not approve the release of the RFP. This option is not recommended because the city does not possess the appropriate cost allocation template to perform these calculations. Creating such 9/2/14 C13 C13 - 1 AWARD OF CONTRACT FOR BOND AND DISCLOSURE COUNSEL SERVICES Page 2 a template would require several weeks of dedicated staff time which is not available due to other workload issues. ATTACHMENTS 1. RFP for Central Service Cost Allocation Plan and Labor Rate Development Services t:\council agenda reports\2014\2014-07-15\bond counsel agreement (padilla)\bond counsel agreement car.docx C13 - 2 990 Palm Street  San Luis Obispo, CA 93401 Notice Requesting Proposals for CENTRAL SERVICE COST ALLOCATION PLAN AND LABOR RATE DEVELOPMENT Specification No. 91338 The City of San Luis Obispo is requesting proposals from qualified independent consultants for the preparation of annual central service cost allocation plans (CAP) and the development of annual labor rates for use in compiling reimbursement and grant application documents pursuant to Specification No. 91338. All proposals must be received by the City Clerk by 3:00 pm on Friday, October 3, 2014 when they will be opened publicly in the City Hall Council Chambers, 990 Palm Street, San Luis Obispo, CA 93401. Proposals received after said time will not be considered. To guard against premature opening, each proposal shall be submitted to the City Clerk in a sealed envelope plainly marked with the proposal title, specification number, proposer name, and time and date of the proposal opening. Proposals shall be submitted using the forms provided in the specification package. An optional pre-proposal teleconference is tentatively scheduled for 11:00 am on Monday, September 15, 2015 to answer any questions that the prospective bidders may have regarding the City's request for proposals. Proposers interested in participating in the pre-proposal teleconference should contact Wayne Padilla, Director of Finance and Information Technology at wpadilla@slocity.org or (805) 781-7125 to receive a conference line phone number and password and to confirm the date and time. Finalist interviews have been tentatively scheduled for Thursday, October 30, 2014. Specification packages and additional information may be obtained on the City of San Luis Obispo’s website http://www.slocity.org/finance/bids.aspasp or by contacting Wayne Padilla, Director of Finance & Information Technology at wpadilla@slocity.org or (805) 781-7125 Attachment 1 C13 - 3 Specification No. 91338 TABLE OF CONTENTS A. Description of Work 1 Overview Upcoming Financings About the City Central Service Cost Allocation Plan Labor Rate Calculations B. General Terms and Conditions 4 Proposal Requirements Contract Award and Execution Contract Performance C. Special Terms and Conditions 9 Contract Term References Proposal Content Proposal Length and Copies Proposal Evaluation and Selection Proposal Review and Award Schedule Pre-proposal Conference Release of Reports and Information Copies of Reports and Information Non-Exclusive Contract D. Sample Form of Agreement 12 E. Insurance Requirements 14 F. Proposal Submittal Forms 16 Proposal Submittal Summary References Attachment 1 C13 - 4 Section A DESCRIPTION OF WORK Overview The City is requesting proposals from qualified firms to fulfill the scope of work specified in this document for a 5-year term. It is the City’s policy to establish a long-term, ongoing relationship with our consultant, under which advice is available at all times as needed. At the end of a contract’s term, it is the city’s policy to seek formal proposals to ensure that it continues to receive quality professional services at the best competitive price. The current consultant preparing the central service cost allocation plan is Mahoney and Associates and they have been invited to submit a proposal. About the City Detailed information about the City and its organization is available on our web site at www.slocity.org. Oversight of the city’s budget preparation and the work of the consultant preparing the CAP rests with the Finance Department. Specifically, the Budget Manager and Finance Director share this oversight responsibility. Detailed information about the City’s finances and key fiscal policies are available on our web site. The 2013-2015 Financial Plan and the Financial Plan Supplement along with the 2012-13 fiscal year Comprehensive Annual Financial Report are the key source documents for this information. These documents as well as the City’s Cost Allocation Plans are available on the City’s web site at: www.slocity.org/finance/budget.asp and http://www.slocity.org/finance/reports.asp. About the City’s Central Service Cost Allocation Plan The city is a full service municipal agency providing utility billing for water and wastewater services; business license, transient occupancy tax and utility user tax billing and collection services; public safety, parks and recreation; finance; legal services; administration; capital project design and construction oversight. The General Fund operating budget for 2014-15 is $56.8 million. The Federal Transportation Administration (FTA) is the cognizant agent for the purpose of complying with Office of Management and Budget (OMB) Circular A-87. The FTA has determined that the central service cost allocation plan does not require their review. Historically the city’s central service cost allocation plan is prepared using actual costs from the most recently audited fiscal year, which causes a two year time lag between that period and the year in which the costs are utilized in the current budget. This avoids any need for periodic true-up processes. The city requires the preparation of two CAPs each fiscal year, one which is considered the full CAP and one which is used to apply overhead costs to federally funded grant programs and is prepared in compliance with OMB-A87. - 1 - Attachment 1 C13 - 5 Section A DESCRIPTION OF WORK About the City’s Labor Rate Calculations The city has historically prepared labor rate calculations for select positions within each department for the purpose of determining the average cost with overhead from direct and indirect sources included in the hourly cost computation. The city no longer desires to prepare these calculations in-house. Scope of Work – Cost Allocation Plan Firms responding to this RFP shall prepare and deliver a completed Central Service Cost Allocation Plan (full cost) and a version that complies with the requirements of OMB A-87 by March 15, 2015 using practices commonly utilized in the preparation of similar plans by others. After the first year, the fully completed CAPs will be required to be submitted no later than March 1st. As part of the annual plan preparation process, the following steps are anticipated but are not intended to be all inclusive or limiting: 1. Each year of the contract, meet with all affected departments –both central service and those receiving cost allocations to determine the best cost and allocation nexus. a. Conduct follow up phone calls to finalize discussions and receive follow up material as required. 2. Incorporate the feedback obtained from the meetings referred to in #1 above into the preparation of the CAPs. 3. Develop a model for allocating costs in a manner that reflects the appropriate amounts of allocation based on the nexus between user departments and the central service cost activity and its costs. 4. Deliver a draft of the CAPs at least 30 days prior to the ultimate completion deadline for review and comments by city staff. a. Incorporate all changes requested by city into the final version. 5. Deliver the final version of the CAPs in PDF bound form and electronically by the deadline. Scope of Work –Labor Rate Calculations 1. Each year of the contract, meet with all affected departments and: a. Identify those positions for which labor rates must be calculated. b. Identify those positions which provide direct oversight to the positions which are the subject of the labor rate calculation. 2. Using hourly rates and benefit costs provided by the Finance Department, calculate the costs for each position as appropriate for the labor rate calculation. - 2 - Attachment 1 C13 - 6 Section A DESCRIPTION OF WORK 3. Where appropriate, utilize information from the CAPs to obtain additional indirect cost information. 4. Provide an appropriate reporting format for use in providing the labor rate information in a comprehensive and easy to understand format. - 3 - Attachment 1 C13 - 7 Section B GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal shall meet all of the terms, and conditions of the Request for Proposals (RFP) specifications package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted in the format described in the RFP specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be received by the City Clerk no later than 3:00 p.m. on Friday, October 3rd. The submittal package shall include 1 (one) hardcopy version and a thumb drive containing electronic versions of the documents provided in hardcopy form. Each electronic document provided on the thumb drive shall be properly labeled with regard to the order in which it appears in print. The exterior of the submittal package shall be clearly labeled with the words “Cost Allocation Services proposer name, and time and date of the proposal opening and Spec. #91338”. No FAX submittals will be accepted. It is the responsibility of each firm submitting a proposal to ensure that the electronic document(s) submitted are protected to ensure that no changes can be made to the submittal once it is in the possession of the city. Attention to the details required by the submittal process will be part of the overall evaluation and scoring. 3. Insurance Certificate. Each proposal must include a certificate of insurance showing: a. The insurance carrier and its A.M. Best rating. b. Scope of coverage and limits. c. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 11 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Section E. 4. Proposal Quotes and Unit Price Extensions. The prices quoted by the proposer must be entered in figures in the spaces provided on the Proposal Submittal Form. 5. Proposal Withdrawal and Opening. A proposer may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the City Clerk for its withdrawal, in which event the proposal will be returned to the proposer unopened. No proposal received after the time specified or at any place other than that stated in the "Notice Requesting Proposals" will be considered. All proposals will be opened and declared publicly. 6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested in more than one proposal, except as part of an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a proposer submitting a proposal, or who has quoted - 4 - Attachment 1 C13 - 8 Section B GENERAL TERMS AND CONDITIONS prices on materials or services to such proposer, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other proposers submitting proposals. 7. Communications. All timely requests for information submitted in writing will receive a written response from the City. Telephone communications with City staff are not encouraged, but will be permitted, if directed to the Director of Finance and Information Technology, Wayne Padilla. However, any such oral communication shall not be binding on the City. CONTRACT AWARD AND EXECUTION 1. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 90 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the "special terms and conditions" in Section C of these specifications for proposal evaluation and contract award criteria. 2. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of proposers. Proposers will provide, in a timely manner, all information that the City deems necessary to make such a decision. 3. Contract Requirement. The proposer to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice of the award has been sent by mail to it at the address given in its proposal. The contract shall be made in the form adopted by the City and incorporated in these specifications. 4. Insurance Requirements. The Contractor shall provide proof of insurance in the form, coverages and amounts specified in Section E of these specifications within 10 (ten) calendar days after notice of contract award as a precondition to contract execution. 5. Business Tax. The Contractor must have a valid City of San Luis Obispo business tax certificate before execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. CONTRACT PERFORMANCE 1. Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 2. Laws to be Observed. The Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. - 5 - Attachment 1 C13 - 9 Section B GENERAL TERMS AND CONDITIONS 3. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Contractor is required to pay. 4. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 5. Safety Provisions. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 6. Public and Employee Safety. Whenever the Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 7. Preservation of City Property. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from the Contractor's operations, it shall be replaced or restored at the Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 8. Immigration Act of 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 9. Contractor Non-Discrimination. In the performance of this work, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 10. Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. In the event that there is insufficient time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. 11. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the materials, supplies, equipment or services provided - 6 - Attachment 1 C13 - 10 Section B GENERAL TERMS AND CONDITIONS by the Contractor (Net 30). Payment may be made from proceeds of the debt issuance if this is customary for the type of financing, but only upon the acceptance and approval by the city of an original invoice identifying the basis for the fees charged. 12. Inspection. The Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. Contractor agrees to a minimum retention period of all documentation and spreadsheets related to CAPs prepared for the city of at least 5 years. 13. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 14. Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner or degree with the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 15. Hold Harmless and Indemnification. The Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to the Contractor's employees, agents or officers that arise from or are connected with or are caused or claimed to be caused by the acts or omissions of the Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that the Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 16. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 17. Termination. If, during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. (The City may also terminate the contract for convenience or financial necessity upon giving Contractor 30 days written notice of such action.) - 7 - Attachment 1 C13 - 11 Section B GENERAL TERMS AND CONDITIONS If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. - 8 - Attachment 1 C13 - 12 Section C SPECIAL TERMS AND CONDITIONS 1. Contract Term. The term of the contract shall be for a period of 5 (five) years. 2. Proposal Content. Your proposal must include the following information: Submittal Forms a. Proposal submittal cover letter. (item 1 in submittal) b. Certificate of insurance. (item 5 in submittal) c. References from at least three California municipalities for whom you have provided similar services within the past 2 (two) years. (item 4 in submittal) Note: For ease of proposal preparation, proposers are asked to prepare their own proposal submittal forms as long as they contain the information requested below, in the same order that each item is listed here. . Qualifications (item 2 in submittal) a. General qualifications of your firm to prepare central service cost allocation plans and labor rate calculations. b. Experience in providing similar services required by the City to comparable California cities. c. Description of particular and interesting issues, problems or complications that arose in previous engagements and how these were resolved. d. Resumes and responsibilities of the individuals who would be assigned to work with the City, there home office location, and if possible, identification of who would be the City’s lead contact. e. Any other information that would assist us in making this contract award decision. Compensation (item 6 in submittal) a. Provide your firm’s philosophy for determining its fees for the services described in the RFP. Identify the fees associated with the preparation of the annual CAPs and the labor rate calculations. Note that the city prefers to obtain flat fee proposals but will entertain other fee proposals if necessary to obtain the best level of service. Regardless, provide hourly rates for all staff that will be assigned to this engagement. Identify the means by which the initial annual fees will be inflated to arrive at the fee amount charged in subsequent years, if applicable. - 9 - Attachment 1 C13 - 13 Section C SPECIAL TERMS AND CONDITIONS Statement of Litigation, Investigations, Conflicts of Interest and Disqualifications (item 3 in submittal) a. Statement and explanation of any instances where your firm or anyone proposed to be assigned to this project has been removed from a project or disqualified from proposing on a similar scope of work. b. Any instances in which your firm or anyone assigned to this project was the subject of an investigation by a state or federal agency related to the work conducted in the preparation of cost allocation plan. Describe the outcome and status of that investigation. c. One regular size bag of M&Ms for each proposal reviewer. 3. Proposal Length Format and Copies. Proposals should meet the following guidelines. a. Proposals should not exceed 15 pages, including attachments and supplemental materials. The proposal should be prepared simply and economically, providing a straightforward, concise presentation of the information requested. Please keep marketing material to a minimum and emphasize factual material. b. The required font size is 12 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches. c. One (1) copy of the proposal must be submitted. Along with a write protected electronic version on a thumb drive. 4. Proposal Evaluation and Selection. Proposals will be evaluated by the Director of Finance based on the following criteria: a. Understanding of the work required by the City b. Quality, clarity and responsiveness of the proposal, including attention to form submittal requirement details c. Demonstrated competence and professional qualifications necessary for satisfactory performance of the work required by the City d. Recent experience in successfully performing similar services for comparable cities e. Adequacy of internal oversight of investment planning and transaction execution f. References g. Background and related experience of the specific individuals to be assigned to this work h. Proposed compensation As reflected above, contract award will not be based solely on price, but on a combination of factors as determined to be in the best interest of the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected financial advisor, the City - 10 - Attachment 1 C13 - 14 Section C SPECIAL TERMS AND CONDITIONS reserves the right to further negotiate the proposed work and/or method and amount of compensation. 5. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP 9/03/14 b. Conduct pre-proposal teleconference 9/15/14 c. Receive proposals 10/03/14 d. Complete proposal evaluation 10/16/14 e. Conduct finalist interviews 10/30/14 f. Finalize award recommendation 11/06/14 g. Execute contract 11/19/14 6. Pre-Proposal Teleconference. To answer any questions that prospective proposers may have regarding this RFP, an optional pre-proposal teleconference is tentatively scheduled for: Monday, September 15, 2014 11:00 AM While not mandatory, proposers are strongly encouraged to participate in this teleconference. Proposers interested in participating in the pre-proposal teleconference should contact Wayne Padilla, Finance Manager at (805) 781-7125 or wpadilla@slocity.org to receive a phone number and password and to confirm the date and time. 7. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the firm as part of the work or services under these specifications shall be the property of City and shall not be made available to any individual or organization by the firm without the prior written approval of the City. 8. Copies of Reports and Information. If the City requests additional copies of reports or any other material in addition to what the firm is required to furnish in limited quantities as part of the work or services under these specifications, the firm shall provide such additional copies as are requested, and City shall compensate the firm for the costs of duplicating of such copies at the firm's direct expense. 9. Non-Exclusive Contract. The City reserves the right to contract with other firms for similar services during the contract term. 10. Attendance at Meetings and Hearings. As part of the work scope and included in the contract price is attendance at as many “working” meetings with staff as necessary in performing work scope tasks. Except for the annual kick-off and working meetings intended to introduce the consultant’s staff and the city’s work team, launch the yearly work effort, subsequent meetings may be held via teleconference or Skype when this is a reasonable means of accomplishing the exchange of information. - 11 - Attachment 1 C13 - 15 Section D SAMPLE FORM OF AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on _________________________, 2014, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and [ ], hereinafter referred to as Consultant. W I T N E S S E T H: WHEREAS, on September 3, 2014, City requested proposals for Central Service Cost Allocation Plan and Labor Rate Development Services per Specification No. 91338. WHEREAS, pursuant to said request, Consultant submitted a proposal, which was accepted by City for said services. NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be for a period of 5 years, from the date this Agreement is made and entered, as first written above. 2. INCORPORATION BY REFERENCE. City Request for Proposal Document for Specification No. 91338 and Consultant’s proposal dated _________________, are hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Consultant shall receive therefore compensation as set forth in Exhibit A of this Agreement. 4. CONSULTANT'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Consultant agrees with City to do everything required by this Agreement. 5. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Manager. - 12 - Attachment 1 C13 - 16 Section D SAMPLE FORM OF AGREEMENT 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Consultant [ ] [ ] [ ] [ ] 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By: City Clerk City Administrative Officer APPROVED AS TO FORM: Consultant By: City Attorney - 13 - Attachment 1 C13 - 17 Section E INSURANCE REQUIREMENTS The Contractor 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 the Contractor, its agents, representatives, employees or subcontractors. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Contractor shall maintain limits no less than: 1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability: $1,000,000 per occurrence. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any - 14 - Attachment 1 C13 - 18 Section E INSURANCE REQUIREMENTS insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. - 15 - Attachment 1 C13 - 19 PROPOSAL SUBMITTAL FORM Financial Advisor Services The authorized representative identified below declares that she or he: 1. Has carefully examined Specification No. 91338, which is hereby made a part of this proposal. 2. Is thoroughly familiar with its contents. 3. Is authorized to represent the proposing firm. 4. Agrees to perform the work as set forth in this proposal. Certificate of insurance attached; insurance company’s A.M. Best rating: __________________. Firm Name and Address Contact Phone Authorized Representative Date - 16 - Attachment 1 C13 - 20 REFERENCES Number of years engaged in providing the services included within the scope of the specifications under the present business name: . Describe fully the work completed for 3 (three) California clients within the last 2 years that demonstrate your ability to provide the services required by the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Below, please provide current contact information for each of these three clients. Reference No. 1 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 2 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome Reference No. 3 Customer Name Contact Individual Telephone & FAX number Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome - 17 - Attachment 1 C13 - 21 Page intentionally left blank. C13 - 22