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HomeMy WebLinkAbout10- Animal Control ORIGINAL CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION From: Debra Kurita, Assistant City Manager Subject: Resolution of the Mayor and Common Sue Hoak, Animal Control Manager Council of the City of San Bernardino authorizing the City Manager to execute a Prepared By:Adam Raymond,Mgt Analyst Professional Services Agreement by and between the City of San Bernardino and Dept: Animal Control Management Partners Incorporated for assistance in the development and formation of a Date: March 8, 2010 Regional Animal Shelter Joint Powers. MICC Meeting Date: March 15,2010 Synopsis of Previous Council Action: August 20, 2007 —The Mayor and Common Council approved an Animal Control Services Agreement with Fontana and Animal Housing Agreements with the Cities of Fontana, Colton and Grand Terrace. July 6, 2009—The Mayor and Common Council approved Animal Housing Agreements with the Cities of Fontana,Colton,and Grand Terrace. November 2, 2009 — The Mayor and Common Council approved animal housing agreements with the Cities of Fontana,Colton,and Grand Terrace. February 1, 2010 — Tabled a Resolution of the Mayor and Common Council of the City of San Bernardino authorizing a Professional Services Agreement between the City of San Bernardino and JW Sharer Facilities Services, LLC for assistance in the development and formation of a Regional Animal Shelter Joint Powers Authority pursuant to Municipal Code Chapter 3.04.010(Bx3). Recommended Motion: Adopt resolution. Signature Contact person: Sue Hoak,Animal Control Manager Phone: 1515 Supporting data attached: Staff Report,Resolution, Agreements,Attachments Ward: All FUNDING REQUIREMENTS: Expenditures: Account: 124-231-5505 / Finance: Council Notes: Sd ' T-1 Agenda Item No.�O 3 -t5-ID i CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Staff Report Subiect• Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the City Manager to execute a Professional Services Agreement by and between the City of San Bernardino and Management Partners Incorporated for assistance in the development and formation of a Regional Animal Shelter Joint Powers Authority. Background: The City of San Bernardino has been providing animal housing services for the Cities of Fontana, a Colton and Grand Terrace for over ten years. On November 2, 2009, the Mayor and Common Council approved agreement extensions with the member cities to continue the provision of these services for 18-months, from January 1, 2010 through June 30, 2011. As the second phase of the extension, the City was to perform a fiscal and feasibility analysis of the development of a Regional Animal Shelter Joint Powers Authority (JPA). A JPA would serve as a mechanism to build a new, larger shelter facility that would be an asset to the City and surrounding jurisdictions for years to come. Furthermore, the JPA may result in the construction and operating of a new facility, with minimal expenditure increases to the City. In order to conduct this analysis, staff recommends that the Mayor and Common Council approve an 18-month professional services agreement with Management Partners Incorporated. Staff had originally brought an item before the Council on February 1, 2010 for the approval of a similar agreement with Mr. Jim Sharer. However, due to existing commitments, Mr. Sharer was unable to perform the work and, at the request of staff, the item was tabled by the Mayor and Common Council. Subsequently, staff solicited quotes for the performance of these services from two additional consulting firms, one of which, G. Anderson Associates, declined to submit a proposal. However, Management Partners, which has an in depth knowledge the City from its work on a comprehensive organizational review in 2007, experience in conducting similar JPA projects, and a background in conducting financial analyses for a variety of cities, submitted a proposal to perform these services at the basic cost quoted by Mr. Sharer. If this agreement is approved, Management Partners will perform the analysis, prepare periodic reports to be provided to the Mayor and Common Council; and, if the analysis supports its development, perform the analytical and professional support necessary to establish the JPA. The following provides the specific elements that are included in this proposed agreement: • Activity 1: Start Project • Creation of a detailed project schedule that will form the basis of the partnership between Management Partners and the City. • Conduct individual meetings with the agencies that have expressed interest in being part of the JPA to determine their level of interest and goals. • Activity 2: Prepare a Fiscal Analysis o Conduct a peer review of similar animal control JPAs in California to identify organizational structures and financing options that are utilized by other jurisdictions to construct and operate new animal shelter facilities. 1 • Detailed financial analysis regarding the operating and capital costs of the potential JPA and the financial obligation for each participating agency. • Management Partners will make presentations to the legislative bodies of each agency to explain the fiscal analysis with the goal of obtaining approval to move forward with the formation of the JPA for animal shelter services. • Activity 3: Establish Joint Powers Authority • Coordinate with legal representatives from each participating jurisdiction to develop a draft JPA agreement. Management Partners will work with each agency to obtain approval from the respective legislative bodies to finalize the agreement to officially establish the JPA. • Following approval of the JPA, Management Partners will prepare the budget for adoption by the JPA board and will support meetings of the JPA as necessary, and provide recommendations for transitioning to independent operations. • Activity 4: Develop a Recommendation for a Shelter Site o Assist the JPA Board of Directors with site identification, negotiations and development of financing recommendations. (It is recognized that a potential solution is to modify an existing facility for the new animal shelter). Financial Impact: As a result of the increase in revenue the City received from the 18-month extension with the Cities of Fontana, Colton and Grand Terrace, funding for the Professional Services Agreement has already been budgeted. Total costs are expected to be $21,600 in FY 2009/10 and$42,300 in FY 2010/2011. Account Budgeted Amount: $91,044 Balance as of: March 9, 2010 Balance after approval of this item: $69,444* *Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendations: Adopt Resolution. 2 Coop 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 3 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN 4 BERNARDINO AND MANAGEMENT PARTNERS INCORPORATED FOR ASSISTANCE IN THE DEVELOPMENT AND FORMATION OF A REGIONAL 5 ANIMAL SHELTER JOINT POWERS. 6 WHEREAS, in July 2009 the City of San Bernardino entered into six-month Animal 7 Housing Agreements with the cities of Fontana, Colton and Grand Terrace, effective June 30, 8 2009; and 9 WHEREAS, the City of San Bernardino and the cities of Fontana, Colton and Grand 10 11 Terrace extended the animal housing services for an additional eighteen(18) months, expiring 12 June 30, 2011; and 13 WHEREAS, the City of San Bernardino, those cities being provided housing services, 14 and other local jurisdictions would like to explore the possibility of a Regional Animal Shelter 15 Joint Powers Authority (JPA). 16 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 17 CITY OF SAN BERNARDINO AS FOLLOWS: 18 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 19 and directed to execute on behalf of the City, a Professional Services Agreement with 20 Management Partners Incorporated for the possible development and formation of a Regional 21 Animal Shelter JPA, a copy of which is attached hereto and incorporated herein, marked as 22 23 Exhibit"A." 24 25 26 27 28 1 � /U RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN 1 BERNARDINO AND MANAGEMENT PARTNERS INCORPORATED FOR 2 ASSISTANCE IN THE DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY PURSUANT TO MUNICIPAL 3 CODE CHAPTER 3.04.010(B)(3). I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 4 5 Common Council of the City of San Bernardino at a meeting thereof,held on 6 the day of , 2010, by the following vote,to wit: 7 Council Members AYES NAYS ABSTAIN ABSENT 8 MARQUEZ 9 DESJARDINS Y 10 BRINKER 11 12 SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 18 City Clerk 19 The foregoing resolution is hereby approved this day of 2010. 20 21 22 Patrick J. Moms, Mayor City of San Bernardino 23 24 Approved as to form: 25 James F. Penman, City Attomey� 26 27 By' 28 2 Exhibit"A" 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE w 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 4 This Agreement is entered into this_day of , 2010 by and 5 between Management Partners Incorporated ("CONSULTANT") and the City of San 6 Bernardino ("CITY'or"San Bernardino"). 7 WITNESSETH: 8 WHEREAS, the City Manager has determined that it is advantageous and in the best 9 10 interest of the City of San Bernardino to engage a professional consultant to explore the 11 possibility of a Regional Animal Shelter Joint Powers Authority(JPA); and 12 WHEREAS, it has been determined that CONSULTANT is the most qualified to 13 perform said services; and 14 V 15 NOW,THEREFORE,the parties hereto agree as follows: err 16 1. SCOPE OF SERVICES 17 For the compensation and expenses identified below, San Bernardino hereby engages 18 the CONSULTANT to provide those services as set forth in Attachment "l", which is attached 19 hereto and incorporated herein by this reference. 20 21 2. COMPENSATION AND EXPENSES 22 a. For the services delineated above, the CITY shall pay the CONSULTANT an amount 23 not to exceed $64,900. 24 b. In no case shall the total cost of the services delineated above exceed $64,900. No other 25 26 expenditures made by CONSULTANT shall be reimbursed by CITY. 27 3. TERM • 28 The services set forth in Attachment "1" shall be for a period of 18 months, commencing on April 1, 2010, and terminating on September 30, 2011, unless previously modified amended or cancelled by the written mutual consent of both parties. 1 -416 Exhibit"A" PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY(JPA). 3 This Agreement may be terminated at any time by thirty (30) days written notice by 4 5 either party. 6 4. INDEMNITY 7 CITY agrees to indemnify and hold harmless CONSULTANT, its officers, agents and 8 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 9 10 Cf1'Y's negligent acts or omissions arising from the CITY's performance of its obligations 11 under the Agreement. 12 CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents, 13 and volunteers from any and all claims, actions, or losses, damages, and/or liability resulting 14 © from CONSULTANT's negligent acts or omissions arising from the CONSULTANT's 15 16 performance of its obligations under the Agreement. 17 INSURANCE 18 While not restricting nor limiting the foregoing, during the term of this Agreement, 19 CONSULTANT shall maintain in effect policies of comprehensive public, general and 20 21 automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and 22 statutory worker's compensation coverage, and shall file copies of said policies with the 23 CITY'S Risk Manager prior to undertaking any work under this Agreement. CITY shall be set 24 forth as an additional named insured in each policy of insurance provided hereunder. The 25 Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any 26 27 change or termination in the policy. 28 [CONSULTANT NON-DISCRIMINATION In the performance of this Agreement and in the hiring and recruitment of employees, shall not engage in, nor permit its officers, employees or agents to engage 2 Exhibit"A" PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY(JPA). 3 discrimination in the employment of persons because of their race, religion, color, national 4 5 origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual 6 gender or sexual orientation, or any other status protected by law, except as permitted pursuant 7 to Section 12940 of the California Government Code. 8 6. INDEPENDENT CONTRACTOR 9 CONSULTANT shall perform work tasks provided by this Agreement but for all intents 10 11 and purposes, CONSULTANT shall be an independent contractor and not an agent or 12 employee of the CITY. CONSULTANT shall secure, at its expense, and be responsible for any 13 and all payment of Income Tax, Social Security, State Disability Insurance Compensation, 14 Unemployment Compensation, and other payroll deductions for CONSULTANT and its 15 15 officers, agents, and employees, and all business licenses, if any are required, in connection 17 with the services to be performed hereunder. 18 7, BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS 19 CONSULTANT warrants that it possesses or shall obtain and maintain a business 20 registration certificate pursuant to chapter 5 of the Municipal Code, and any other license, 21 22 permits, qualifications, insurance and approval of whatever nature that are legally required of 23 CONSULTANT to practice its profession. 24 8. NOTICES. 25 Any notice tLpostageprepaid this Agreement shall be deposited with the United 26 States Postal Servic addressed as follows: 27 28 TO THE CITY. Manager's Office North"D" Street Bernardino, CA 92418 ne: (909) 384-5122 3 Exhibit"A" PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 TO THE CONSULTANT: Andrew S. Belknap 4 Management Partners Incorporated 5 2107 North First Street Suite 470 San Jose, CA 95131 6 9. ATTORNEYS' FEES 7 8 In the event that litigation is brought by any party in connection with this agreement, the 9 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 10 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 11 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 12 13 provisions hereof The costs, salary and expenses of the City Attorney and members of his 14 office in enforcing this Agreement on behalf of the City shall be considered as"attorneys' fees" ® 15 for the purposes of this paragraph. 16 10. ASSIGNMENT 17 CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or 18 19 encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's 20 prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be 21 void and shall constitute a breach of this Agreement and cause for the termination of this 22 Agreement. Regardless of CITY'S consent, no subletting or assignment shall release 23 24 CONSULTANT of CONSULTANT's obligation to perform all other obligations to be 25 performed by CONSULTANT hereunder for the term of this agreement. 26 11. VENUE 27 The parties hereto agree that all actions or proceedings arising in connection with this 28 Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, 4 Exhibit"A" PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 4 5 mandatory and not permissive in nature. 6 12. GOVERNING LAW 7 This Agreement shall be governed by the laws of the State of California. 8 14. SUCCESSORS AND ASSIGNS 9 This Agreement shall be binding on and inure to the benefit of the parties to this 10 11 Agreement and their respective heirs, representatives, successors, and assigns. 12 15. HEADINGS 13 The subject headings of the sections of this Agreement are included for the purposes of 14 ® convenience only and shall not affect the construction or the interpretation of any of its 15 15 provisions. 17 16. SEVERABILITY 16 If any provision of this Agreement is determined by a court of competent jurisdiction to 19 be invalid or unenforceable for any reason, such determination shall not affect the validity or 20 enforceability of the remaining terms and provisions hereof or of the offending provision in any 21 22 other circumstance, and the remaining provisions of the Agreement shall remain in full force 23 and effect. 24 17. ENTIRE AGREEMENT; MODIFICATION 25 This Agreement constitutes the entire agreement and the understanding between the 26 parties, and supersedes any prior agreements and understandings relating to the subject manner 27 21 of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 5 Exhibit"A" PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY(JPA). 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 5 date set forth below. 6 Date: , 2010 MANAGEMENT PARTNERS INCORPORATED 7 8 By. 9 Andrew S.Belknap Regional Vice President 10 11 12 Date: , 2010 CITY OF SAN BEINARDINO 13 14 By: ® 15 Charles E.McNeely City Manager 16 17 18 Approved as to Form: 19 20 James F. Penman 21 City Attorney 22 23 24 25 26 27 21 PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 This Agreement is entered into this day of , 2010 by and 4 5 between Management Partners Incorporated ("CONSULTANT") and the City of San 6 Bernardino ("CITY"or"San Bernardino"). 7 WITNESSETH: 8 WHEREAS, the City Manager has determined that it is advantageous and in the best 9 10 interest of the City of San Bernardino to engage a professional consultant to explore the 11 possibility of a Regional Animal Shelter Joint Powers Authority(JPA); and 12 WHEREAS, it has been determined that CONSULTANT is the most qualified to 13 perform said services; and 14 Q NOW,THEREFORE,the parties hereto agree as follows: 15 15 1. SCOPE OF SERVICES 17 For the compensation and expenses identified below, San Bernardino hereby engages 18 the CONSULTANT to provide those services as set forth in Attachment "I", which is attached 19 hereto and incorporated herein by this reference. 20 2. COMPENSATION AND EXPENSES 21 22 a. For the services delineated above, the CITY shall pay the CONSULTANT an amount 23 not to exceed$64,900. 24 b. In no case shall the total cost of the services delineated above exceed $64,900. No other 25 expenditures made by CONSULTANT shall be reimbursed by CITY. 26 3. TERM 27 28 The services set forth in Attachment "1" shall be for a period of 18 months, commencing on April 1, 2010, and terminating on September 30, 2011, unless previously modified, amended or cancelled by the written mutual consent of both parties. PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY(JPA). 3 This Agreement may be terminated at any time by thirty (30) days written notice by 4 5 either party. 6 4. INDEMNITY 7 CITY agrees to indemnify and hold harmless CONSULTANT, its officers, agents and 8 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 9 CITY's negligent acts or omissions arising from the CITY's performance of its obligations 10 11 under the Agreement. 12 CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents, 13 and volunteers from any and all claims, actions, or losses, damages, and/or liability resulting 14 from CONSULTANT'S negligent acts or omissions arising from the CONSULTANT'S 15 15 performance of its obligations under the Agreement. 17 INSURANCE 18 While not restricting nor limiting the foregoing, during the term of this Agreement, 19 CONSULTANT shall maintain in effect policies of comprehensive public, general and 20 automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and 21 22 statutory worker's compensation coverage, and shall file copies of said policies with the 23 CITY'S Risk Manager prior to undertaking any work under this Agreement. CITY shall be set 24 forth as an additional named insured in each policy of insurance provided hereunder. The 25 Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any 26 change or termination in the policy. 27 C28 5. NON-DISCRIMINATION In the performance of this Agreement and in the hiring and recruitment of employees, CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 discrimination in the employment of persons because of their race, religion, color, national 4 origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual 5 6 gender or sexual orientation, or any other status protected by law, except as permitted pursuant 7 to Section 12940 of the California Government Code. 6 6. INDEPENDENT CONTRACTOR 9 CONSULTANT shall perform work tasks provided by this Agreement but for all intents 10 11 and purposes, CONSULTANT shall be an independent contractor and not an agent or 12 employee of the CITY. CONSULTANT shall secure, at its expense, and be responsible for any 13 and all payment of Income Tax, Social Security, State Disability Insurance Compensation, 14 Unemployment Compensation, and other payroll deductions for CONSULTANT and its © 15 officers, agents, and employees, and all business licenses, if any are required, in connection 16 17 with the services to be performed hereunder. 18 7. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS 19 CONSULTANT warrants that it possesses or shall obtain and maintain a business 20 registration certificate pursuant to chapter 5 of the Municipal Code, and any other license, 21 permits, qualifications, insurance and approval of whatever nature that are legally required of 22 23 CONSULTANT to practice its profession. 24 8. NOTICES. 25 Any notice to be given pursuant to this Agreement shall be deposited with the United 26 States Postal Service, postage prepaid and addressed as follows: 27 28 TO THE CITY: City Manager's Office 300 North"D" Street San Bernardino, CA 92418 Phone: (909) 384-5122 PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 TO THE CONSULTANT: Andrew S. Belknap 4 Management Partners Incorporated 2107 North First Street Suite 470 5 San Jose, CA 95131 6 9. ATTORNEYS' FEES 7 8 In the event that litigation is brought by any party in connection with this agreement, the 9 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 10 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 11 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 12 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 13 14 office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" • 15 for the purposes of this paragraph. 16 10. ASSIGNMENT 17 CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or 18 encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's 19 20 prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be 21 void and shall constitute a breach of this Agreement and cause for the termination of this 22 Agreement. Regardless of CITY's consent, no subletting or assignment shall release 23 CONSULTANT of CONSULTANT's obligation to perform all other obligations to be 24 25 performed by CONSULTANT hereunder for the term of this agreement. 26 11. VENUE 27 The parties hereto agree that all actions or proceedings arising in connection with this 28 Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY(JPA). 3 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 4 5 mandatory and not permissive in nature. 6 12. GOVERNING LAW 7 This Agreement shall be governed by the laws of the State of California. 8 14. SUCCESSORS AND ASSIGNS 9 This Agreement shall be binding on and inure to the benefit of the parties to this 10 11 Agreement and their respective heirs,representatives, successors, and assigns. 12 15. HEADINGS 13 The subject headings of the sections of this Agreement are included for the purposes of 14 © 1 convenience only and shall not affect the construction or the interpretation of any of its 15 16 provisions. 17 16. SEVERABILITY 18 If any provision of this Agreement is determined by a court of competent jurisdiction to 19 be invalid or unenforceable for any reason, such determination shall not affect the validity or 20 enforceability of the remaining terms and provisions hereof or of the offending provision in any 21 other circumstance, and the remaining provisions of the Agreement shall remain in full force 22 23 and effect. 24 17. ENTIRE AGREEMENT; MODIFICATION 25 This Agreement constitutes the entire agreement and the understanding between the 26 parties, and supersedes any prior agreements and understandings relating to the subject manner 27 28 of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. PROFESSIONAL SERVICES AGREEMENT BETWEEN MANAGEMENT 1 PARTNERS INCORPORATED AND THE CITY OF SAN BERNARDINO FOR THE 2 DEVELOPMENT AND FORMATION OF A REGIONAL ANIMAL SHELTER JOINT POWERS AUTHORITY (JPA). 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 5 date set forth below. 6 Date: 2010 MANAGEMENT PARTNERS INCORPORATED 7 8 By: 9 Andrew S.Bellmap Regional Vice President 10 11 12 Date: , 2010 CITY OF SAN BERNARDINO 13 14 By. © 15 Charles E. McNeely City Manager 16 17 18 Approved as to Form: 19 20 J Penman 21 ity Attorney 22 23 24 25 26 27 �"` 28 Attachnent "1" MANAGEMENT PARTNERS I N C O R P O R A T E D w.. February 23, 2010 Mr. Charles E. McNeely City Manager City of San Bernardino 300 N. D Street, Floor 6 San Bernardino, CA 92418 Dear Charles: Thank you for the opportunity to submit a proposal to assist in the development and formation of a regional Animal Shelter Joint Powers Authority (JPA). Having quality animal shelter services is an important issue in every community. This is also an area where economies of scale come into play. It has been proven to be more cost-effective for jurisdictions to come together to provide animal care services regionally rather than having each agency provide services ® independently. Clearly, quality as well as efficiency are important, and a joint powers authority structure can provide both. Management Partners has the experience and skills needed to assist the City of San Bernardino and the other agencies interested in this process. Before describing our approach, we'd first like to tell you about our firm. About Management Partners Management Partners is a professional management consulting firm specializing in helping local government leaders. We have experience working with all forms of local government including cities, counties, special districts and JPAs composed of local governments. The firm is comprised of former city and county managers and other professionals providing expertise in general government and specialty areas such as human resources, public works, public safety, finance, and development. Our consultants carry out a full range of projects for local government leaders, including working with joint powers authorities, conducting feasibility studies, organization reviews and development process reviews; developing budget strategies and analyzing budgets; managing projects; developing performance management systems; and providing executive coaching, strategic planning, goal setting, teambuilding. We have a track record of quality service to numerous local governments throughout the United States. Each assignment we undertake receives careful, professional attention, and we take pride in the quality of our work. 2107 North First Street Suite 470 w .nnanagennentpartners.conn 408 437 5400 San Jose,CA 95131 Fax 453 6191 Mr. Charles McNeely Pegg 2 Our Understanding of the Engagement The City of San Bernardino has been providing various levels of animal control services to the cities of Colton, Fontana and Grand Terrace for over ten years. Because of budget constraints and shelter overcrowding San Bernardino notified these cities in February 2009 that their contracts for animal control services would be terminated effective June 30, 2009. The cities subsequently requested an extension of the agreement to provide time to evaluate their options for alternate service providers. Since then, all of the agencies have expressed interest in exploring the formation of a joint powers authority for animal shelter services with the City of San Bernardino. On November 2, 2009, the San Bernardino Mayor and Common Council approved an extension to the existing animal services agreements with the member cities through June 30, 2011 to provide additional time to explore the feasibility of forming a JPA to construct a new animal shelter to serve the agencies' animal service needs now and in the future. In addition, the County of San Bernardino has also recently expressed interest in participating in the JPA. As a result, the City is seeking a consultant to conduct a fiscal analysis regarding the formation of a JPA, including options for funding the construction of a new shelter. Assuming that the agencies desire to move forward with the formation of the JPA, the City of San Bernardino would like the consultant to assist with the formation of the JPA by assisting in the preparation of the formation documents and making presentations at each council meeting. The City also seeks assistance from the consultant to identify options and to assist in finding a location for a new animal shelter. Assuming the formation of the JPA is approved by the agencies and a site for the new shelter can be identified and secured by early 2011, the City of San Bernardino would like to begin construction in the second quarter of 2011. Management Partners' Approach The process of determining whether it is favorable to establish a JPA, and then whether it is feasible to construct a new animal shelter will involve each of the member agencies and eventually, a JPA Board of Directors. This will require facilitation and careful coordination with elected and appointed officials to ensure that the proper steps are taken and each entity is kept informed throughout the process. The following describes the plan of work anticipated for the engagement. Activity 1 —Start Project We will being by meeting with you and other staff from the City of San Bernardino to refine our understanding of the project so that the project schedule can be precisely tailored to meet your needs. This will form the basis of the partnership between our project team and the City staff. We will also seek to further understand the details of this project by requesting documents such as current budget documents, previous reports regarding shelter services, and shelter data. After we conduct the meeting with you and your staff and review the data, we will conduct individual meetings with the agencies that have expressed interest in being part of the JPA to determine their level of interest and goals. The information we gather from these meetings will assist us in the preparation of the fiscal and feasibility analysis that we will conduct during the next activity. Mr. Charles McNeely Page 3 Activity 2—Prepare Fiscal Analysis Management Partners will begin this activity by analyzing the current budget documents and shelter data provided by the City. In addition, we will conduct a peer review of similar animal control JPAs in California to identify organizational structures and financing options that are utilized by other jurisdictions to construct and operate new animal shelter facilities. Our fiscal analysis will consist of identifying financial options for constructing and operating a new animal shelter. This will include a detailed financial analysis regarding the operating and capital costs of the potential JPA and the financial obligation for each participating agency. Following the completion of our research and analysis, Management Partners will prepare a memorandum outlining the options available regarding the organizational structure of the JPA. The memorandum will include the financial analysis regarding the options for financing a new shelter as well as financial projections regarding the cost to the agencies to maintain this facility. We will meet with staff from the City of San Bernardino to review the draft memorandum and obtain feedback. Following that meeting we will make any necessary changes to the document and submit the final memorandum to all of the agencies who have expressed interest in participating in this process. A meeting of interested agency representatives will be held to review the fiscal analysis and determine the potential interest in moving forward with the formation of the JPA. Management Partners will make presentations to the legislative bodies of each agency to explain the fiscal analysis with the goal of obtaining approval to move forward with the formation of the JPA for animal shelter services. ® Activity 3—Establish Joint Powers Authority Management Partners will prepare an outline of the issues which need to be covered in a JPA agreement and coordinate a meeting of the staff members of all of the interested agencies to review it. The outline will discuss areas such as the organizational governance structure, operations, meetings, and financing. Once the staff members from each agency believe the outline covers the issues, Management Partners will coordinate with legal representatives from each participating jurisdiction to develop a draft JPA agreement. Management Partners will then work with each agency to obtain approval from the respective legislative bodies to finalize the agreement to officially establish the JPA. Following approval of the JPA, Management Partners will prepare the budget for adoption by the JPA board. Once the JPA Board has been established, Management Partners will support meetings of the JPA as necessary, and provide recommendations for transitioning to independent operations. During the establishment of the organization, the JPA Board, with assistance from Management Partners and other agency staff will determine how the organization will be staffed in the long-term. For example, each agency might assign a city employee to staff the JPA in one year intervals. However, in the beginning, the City of San Bernardino staff will be responsible for assisting Management Partners with JPA meeting logistics. �r Mr. Charles McNeely Page 4 Activity 4— Develop Recommendation for a Shelter Site Following the approval and establishment of the JPA for animal shelter services, Management Partners will work with the JPA Board of Directors to determine options for building and financing a new animal shelter to serve the member agencies. We will assist the JPA Board of Directors with site identification, negotiations and development of financing recommendations. Once the JPA Board and the member agencies, reach agreement on site parameters, Management Partners will develop recommendations for the site acquisition and development. (It is recognized that a potential solution is to modify an existing facility for the new animal shelter). Assuming there is support from the agencies to move forward with the formation of the JPA and there is an approved financing plan, it is anticipated that construction could begin in the second quarter of 2011. Management Partners will prepare updates to the JPA Board and the legislative bodies of the member agencies as deemed necessary throughout the shelter site and contractor selection process. This will keep all parties informed of the progress toward meeting the goals established by the JPA. Management Partners' Team Management Partners takes great care to assemble a project team based on the unique needs ® of each client. Andy Belknap, Regional Vice President, will provide project direction and expert guidance for the project and take responsibility to assure that the work meets expectations. Tamara Letourneau will serve as project manager. She will be assisted by Oliver Chi and Simon Grille. The significant qualifications of each team member are briefly summarized below. Andrew Belknap, Regional Vice President, is responsible for Management Partners' western operations, based in San Jose, California. He has more than 20 years of local government experience, including service as a city manager, public works director, and consultant to California municipalities and special districts. His areas of expertise include fiscal and budget analysis, intergovernmental relations and developing service delivery partnerships and functional consolidations to take advantage of economies of scale in public sector service delivery. A trained economist, Andy brings a special expertise to fiscal analysis and public finance issues. His blend of quantitative skills, coupled with a practitioner's understanding of public services and management systems, adds value to all types of organizational and policy analysis. He is also an excellent facilitator and strategic thinker. His experience with Management Partners includes the successful management of several regionalization efforts involving JPAs or other similar vehicles including the restructuring of Library operations in San Mateo County and Port operations in Sacramento/Yolo counties. Tamara Letourneau, Senior Manager, has 20 years of local government experience. Since joining Management Partners she has assisted several clients including the City of Ceres, County of Napa, and San Diego State University, with organization reviews in the areas of library services, human resources, public safety, administration, and information technology and developed a Strategic Plan for the City of Ceres Fire Department. Tammy also assisted with a ballot initiative analysis for the City of Fillmore, a business license review project for the City of Mr. Charles McNeely Page 5 Rosemead, and a development review for the City of North Las Vegas, Nevada. Before joining Management Partners she served as the city manager of two California cities—Yorba Linda and Sierra Madre. She also served in the California communities of Claremont, Arcadia, and Monrovia where her responsibilities ranged from operating and capital budgeting, to labor relations and intergovernmental relations. In addition to her executive management experience she has extensive experience in organizational development, team building, and strategic planning. She has also taught local government at the university level. Ms Letourneau has extensive experience working with Orange Counties regional animal services contract model. Oliver Chi, Special Advisor, joined Management Partners in 2010 following a ten-year career in municipal and state government. Most recently, he served as city manager for the City of Rosemead and has also worked for the communities of Claremont and Arcadia in addition to the California State Legislature. His experiences include researching and implementing performance measurement and benchmarking initiatives, process improvement, team building, strategic planning, and organizational development. Previously, Oliver served as president of the Municipal Management Association of Southern California (MMASC) and remains involved with the Cal-ICMA Preparing the Next Generation initiative. He is an Eagle Scout who earned a bachelor's degree in political science from the University of California, Los Angeles, and holds a master's degree in public administration from the University of Southern California. Simon Grille, Management Analyst,joined Management Partners in the summer of 2007. Since that time, Simon has provided benchmarking, best practices research, and data analysis for many different projects. Simon provides complex analysis of management, fiscal, and organizational structure issues. He conducted compensation studies for Vallejo and Concord, California, a workforce and turnover analysis for Napa, California, and a workforce planning project for Bellevue, Washington. He has participated in organizational assessments and G staffing studies for a number of clients, including an Information Technology optimization study in San Jose, a Public Works Department review in Hillsborough, and a Probation Department study in San Mateo County. He also has experience assisting with user fee studies in Woodside and Tracy, California and Renton, Washington. Simon is the recipient of many academic awards including the Marshall Memorial Scholarship, Robert D. Lynd Scholarship, Alumni Leadership Scholarship, and others. He served as president of Kappa Delta Rho for three semesters and was named a "Man of Honor" to recognize his accomplishments in this role. While attending UC Berkeley, he served as a supervisor at the Cal Calling Center, a division of University Relations. References Management Partners has completed projects for hundreds of local government jurisdictions since our founding in 1994, including the City of San Bernardino. We are proud of our record of satisfied clients. Most of our clients, including those discussed in more detail below, have contracted with us on more than one occasion. A complete list of firm references, staff and capabilities can be found at www.managementpartners.com. San Mateo County This library functions as a joint powers authority (JPA) made up of the County and 20 cities. Management Partners was asked to complete an analysis of governance alternatives and identify solutions to numerous disagreements among member agencies. After extensive fact Mr. Charles McNeely Page 6 finding, analysis and negotiation, Management Partners and the library developed amendments to the joint powers agreement which were unanimously approved by the member agencies. Client Contact: Mr. David Boesch, County Manager Hall of Justice, 400 County Center Redwood City, CA 94063-1655 (650) 363-4121 Louisville. Kentucky Management Partners assisted Mayor Jerry Abramson in merging the City of Louisville government with the government of Jefferson County, Kentucky, into a single government for Louisville Metro, the sixteenth largest city in the United States. Management Partners reviewed almost every aspect of the government to complete integration and transition to a best-in-class level of operations. Over a dozen organizational review reports were issued yielding 611 recommendations. One-time cost savings from implementation of these improvements were estimated at over$11 million while annual savings were estimated at over$6 million. Increases in revenue were estimated at over$4 million. One of the projects undertaken for the City was a review of the animal shelter. The review included the operations and management as well as the infrastructure related to the shelter, which was in disrepair and needed to be maintained and updated. In addition to conducting performance reviews of general government functions, Management Partners developed a comprehensive, integrated management system that includes �j performance measurement and project tracking systems. V Client Contact: Honorable Jerry Abramson, Mayor William Summers, Deputy Mayor and Chief Operating Officer 527 West Jefferson Street Louisville, Kentucky 40202 (502) 547-8140 Salt Lake County, Utah In 2007, Salt Lake County engaged Management Partners to conduct an organizational study of its Animal Services Division. This is a regional service provider serving the greater Salt Lake City area. To complete this organizational study, Management Partners reviewed and analyzed a variety of documents, conducted individual interviews with management and staff, researched best practices in animal services, and conducted an online survey of employees. Our analysis resulted in recommendations for management, organizational structure, and operational changes to solve the problems. We worked closely with the Public Works Director and the human resources staff to identify a strategy that worked within the County's legal and policy constraints. Client Contact: Ms. Linda Hamilton, Public Works Director 2001 S. State St., Suite N-4100 Salt Lake City, UT 84190-1021 (801) 468-3701 Mr. Charles McNeely Page 7 Project Hours and Cost Management Partners estimates that 417 hours will be required to complete the work plan described above. We will complete the plan of work described above for a fixed fee of$64,900, which includes our expenses. In the event that the project requires significantly less or more of a commitment from Management Partners (for example if a JPA is not pursued, or negotiations become protracted)we will consider, or request, reasonable adjustments to this cost. Conclusion We look forward to working with the City of San Bernardino. Please feel free to contact either Tamara Letourneau (714-458-8410) or me if you have any questions. Sincerely, sA4— Andrew S. Belknap Regional Vice President Accepted for the City of San Bernardino by: Name: Title: Date: