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HomeMy WebLinkAboutCC Resolution 9656 (Ayres & Ayres Consulting)RESOLUTION NO. 9656 A RESOLUTION AUTHORIZING THE SIGNING OF AN AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The CITY MANAGER is authorized to execute, on behalf of the City of San Rafael, an agreement with AYRES AND AYRES INCORPORATED, a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the fifth day of August, 1996, by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen �,. JEAN E`M. LEONCII�I, City Clerk qR191NA1 aye AGREEMENT FOR CONSULTING SERVICES This Agreement is made and entered into this 5th day of AUGUST , 1996, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and AYRES & AYRES INCORPORATED hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires consultant services to review the revenue structure and expenditure pattern for all CITY funds, operations and agencies; and, WHEREAS, CONTRACTOR represents that it has extensive expertise in the services desired by the CITY. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement, and the PROJECT MANAGER for the CITY, responsible for supervision and all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Douglas Ayres is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in the CONTRACTOR'S proposal, dated July 13, 1996, and attached as Exhibit "A" and incorporated herein. 3. DUTIES OF CITY. CITY shall cooperate with and assist the CONTRACTOR as reasonably necessary to facilitate the CONTRACTOR'S performance of the duties specified in Paragraph 2. above. 1 J 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "A" to wit ten thousand ($10,000) dollars, plus actual out-of- pocket expenses within thirty (30) days of the receipt of an itemized invoice upon completion of the work. 5. TERM OF AGREEMENT. The term of this Agreement shall commence on July 13, 1996 and end on August 29, 1996. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty ( 3 0 ) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personal- ly delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and 2 materials maintained by CONTRACTOR in connection with its perfor- mance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. 2. An automobile hired vehicles) insurance policy million ($1,000,000) dollars per liability (owned, non -owned, and in the minimum amount of one occurrence; B. CONTRACTOR shall provide to PROJECT MANAGER, Certificates of Insurance evidencing the insurance coverage required herein. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. 11. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 3 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agree- ment, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Rod Gould, City Manager (Project Manager) City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 944915-1560 TO CONTRACTOR: Douglas Ayres (Project Director) Ayres & Ayres Incorporated 10 Thunder Road Sedona, AZ 86351-9205 4 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agree- ment, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance,law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other 5 0 consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 86-0779295 , and CONTRACTOR certifies under penalty of perjury that said taxpayer identifica- tion number is correct. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL City Manager ATTEST: - Ojty Clerk 0 CONTRACTO By: Name: 7)0 Title: EXHIBIT A July 13, 1996 Mr. Rodney S. Gould, City Manager City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 Dear Rod: AYRES & AYRES Incorporated 10 Thunder Road Sedona, Arizona 86351-920' Telephone: 5101284-9306 Fax:5201284-1852 Mobile: 6191861-1714 - 2131718-453; 818/400-3758 -- 213/713-751( Pursuant to our telephone discussions of the last weeks please con- sider this a PROPOSAL to conduct a comprehensive revenue review and limited but commensurate cost/expense and management comment review of the totality of the operations of the City of San Rafael. Backaround to Probosal Attached hereto is my resume and that of my associate, Pamela Swift Ayres. While you are familiar with my background, the resumes might prove to be informative for others. The resumes do not include our activities of the past four years, which pretty much have continued in number and in type as those in prior years. Also included is my Academic Vitae which was submitted in 1982 the request of the Graduate School of Public Administration of the Univer- sity of Southern California, by which I was added to Full Professor rank there. I taught there essentially full-time from 1975 until I re- tired from the University in 1990. While dramatically outdated, it provides an additional insight into my background and qualifications. Essentially, I have been enmeshed in many aspects of local govern- ment for the past 46 years, the most recent 28 of which have been in California. I pride myself on "keeping up", especially in the area of public finance. I have more or less specialized in that field for much of my public career. I estimate I have raised in excess of $10 billion in revenues and financed in excess of $4 billion in public projects during that time. You became aware of the work whichI had done for you and three of your predecessors in Monrovia, and_ the resultant rapport which I had developed with each of staff and the City Council. Fortunately, a sim- ilar pattern existed for a number of Southern California cities. I pro- pose to do much of the same for San Rafael, should you and the City Council wish, as you have requested. I will not belabor the results of my work done in more than 3,000 consulting engagements for in excess of 500 governmental jurisdictions City of San Rafael Financial & Management Review Proposal Page 2 over the last 46 years, much of which you are already familiar with. References about the value of my work exist in almost every City of any significance in California, and you or staff can call them as you wish. Specific Scope of Work The work which is proposed to meet the needs which you and I dis- cussed over the telephone is encompassed within the following specific tasks which I hereby agree to fulfill for the City: 1. Review the revenue structure for all City funds, oper- ations and agencies. 2. Review the expenditure/expense pattern for all City funds, operations and agencies. 3. Confer in San Rafael with the City Manager, Assistant City Manager, Finance Director and appropriate City depart- ment heads and selected operational supervisory personnel, relative to securing data, answers to questions raised by the review, response to preliminary suggestions and, in general to secure information necessary to prepare an accu- rate, useful and actionable Report. 4. Prepare 20 copies of a written Report making specific suggestions for the following: A. Increases in specific revenue sources. B. Estimates of monies which would be available through such increases. C. Additional revenue sources and estimates of monies which would be available from such sources under various scenarios. D. Expense and expenditure revisions, either reduc- tions or increases, and if the latter, reasons for and expected savings and an estimated period within which such savings could be realized. E. Operating and capital efficiencies, which might entail short range revenue increases but result in major long range operational and capital costs savings, including revenue sources for the achievement of such efficiencies. F. Comments about organizational, structural, oper- ational, legal, and other revisions which could be considered which would either act to increase revenues or to reduce costs, but which would City of San Rafael Financial & Management Review Proposal Page 3 have to be studied in more detail. G. Revenue sources which could and should be en- hanced or added quickly, and the estimated pro- ceeds of such, and a suggested timetable for such rises or additions. H. Suggested timetables for each of A through G. I. Such other comments which would enhance level of services, reduction of expenses, enhancement of revenues, betterment of tax and ratepayer fair- ness and equity, or general improvement of the City government, each in the immediate short term, mid-term and long range. J. Make suggestions relative to additional more de- tailed work which could/should be done to make far more specific those recommendations which are made in the Report, which recommendations might involve reference to specific companies, but with which there is and will be no direct or indirect financial link to Ayres & Ayres or either principal. 5. Present, explain and defend the Report to the City Man- ager and senior City staff, and then to the City Council in public study session, at one meeting for each group, to be held in San Rafael on the same day. 6. Make myself available for additional duties at a later date, as you and I have discussed, at rates that would be quoted later but which duties and work is not included herein. Staff Assignments Douglas W. Ayres would perform all work. Pamela Swift Ayres would provide office support as needed. Cost of Enctaaement The above listed "Specific Scope of Work" would be performed for the lump sum of $10,000, plus actual out-of-pocket expenses for: 1. Travel by air and car, the latter either by ren- tal vehicle or if by personal vehicle, at a rate of $0.31/mile. 2. Actual hotel/motel expense. City of San Rafael Financial & Management Review Proposal 3. $40/day meals, while in San Rafael or travelling to or from the City. 4. Parcel post, postage, UPS or FedEx costs. 5. Telephone, cellphone and fax charges greater than $1 per call. 6. Airport parking. 7. Report printing at $0.05/page Page 4 One invoice would be submitted at the completion of the work and would be expected to be paid within 30 days. Timina of Work The following Schedule is proposed for the conduct of the work, which Schedule fits with other commitments which I have. Departure from the suggested dates may be expected to increase the cost, in that other work would have to be revised to change the following Schedule: Day/Date Work to Be Performed Location ------------------------------------------------------------------- Saturday, July 13 Preliminary Review of Materials Sedona, AZ Friday, July 26 Review of Materials/added materials Sedona, AZ Sunday, July 28 Monday, July 29 Tuesday, July 30 Wednesday, July 31 Tuesday, August 6 Friday, August 9 Saturday, August 10 Sunday, August 11 Monday, August 12 Tuesday, August 20 OR any of Mon., Tue., Wednesday or Thurs. August 26, 27, 28, 29 Fly PHX to OAK, drive to San Rafael enroute Interviews of City staff, gather data San Rafael Interviews of City staff, gather data San Rafael Return to OAK, fly to PHX, drive to SED enroute Analyze data; compute revenues/costs Analyze data; compute results Write Report Write Report Complete, print & mail Report Present Report to staff and Council Present Report to staff and Council Sedona, AZ Sedona, AZ Sedona, AZ Sedona, AZ Sedona, AZ San Rafael San Rafael City of San Rafael Financial & Management Review Proposal Page 5 Day/Date Work to Be Performed Location ------------------------------------------------------------------- Thursday, Sept. 5 Added (optional additional) work can San Rafael be initiated, by others Reauest Since it is my understanding that time is of the essence for the City, I would request that a decision be made on this Proposal quickly, so that I might proceed and might make timely airline reservations. And you might make the necessary appointments for me with senior City staff personnel. Added Future Considerations Should my work result in your contracting with MSI to conduct eith- er or both of its standard Revenue/Cost Analysis "Municipal Business System" or Development Impact Fee Study, then I would be available to perform other duties for the City in the following areas: 1. Translating my Report recommendations to the MSI staff. 2. Negotiating on behalf of the City a Scope of Work, cost and Proposal with MSI. 3. Attempt to assure the timeliness of the Final Report of MSI, so that recommendations of rate adjustments beyond those which I might have made in my Report hopefully can be made early in Calendar 1997, by my attempting to secure completion of the MSI Report in November of 1996, such that I can make the presentation in # 4, following, that month or during the first few days of December of 1996. 4. Presenting, explaining and defending the MSI Report to City staff, the City Council and appropriate local organi- zations and groups. There now is no financial or other connection between me, Pamela Swift Ayres, or any organization or entity in which either of us have an interest, and MSI, nor has there been for in excess of two years. Thus there is no conflict of interest or potential thereof. MSI now carries on the systems which I developed. Work listed in this Section would be on a time and expense basis, to be paid by the City, with there being no financial connection between MSI and Ayres & Ayres, Incorporated, which nexus does not now exist, never existed, nor is contemplated. City of San Rafael Financial & Management Review Proposal Page 6 Conclusion I look forward to being of further assistance to you personally and to a City wise enough to employ you as its City Manager. Sincerely, I ll Douglas W. Ayres President enclosures: 1. resumes 2. academic vitae I hereby accept the foregoing Proposal and authorize Ayres & Ayres, Incorporated to proceed immediately, on the Schedule which is a part of the Proposal. Rodney Gould, City Manager Date City of San Rafael