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HomeMy WebLinkAboutReso 109-2019 (19-672)City of South San Francisco P.O. Box 711 (City Hall, • 400 Grand Avenue) South San Francisco, CA • City Council Resolution: RES 109-2019 File Number: 19-672 Enactment Number: RES 109-2019 RESOLUTION APPROVING A CONSULTING SERVICES AGREEMENT WITH URBAN FUTURES, INC. FOR A FISCAL SUSTAINABILITY PLAN RELATED TO RECESSION PLANNING IN AN AMOUNT NOT TO EXCEED $97,500 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT. WHEREAS, the City of South San Francisco ("City") issued a Request for Proposals ("RFP") for municipal advisory and consulting services relating to formulating financial sustainability plans and strategies; and WHEREAS, two vendors submitted timely proposals, and one vendor, Urban Futures, Inc. (UFI), was interviewed by an evaluation panel; and WHEREAS, based on the interviews and the qualifications submitted, UFI demonstrated they have the staffing availability and expertise to provide the services sought and best serve the City's needs; and WHEREAS, staff recommends that UFI undertake consulting services on formulating financial sustainability plans and strategies for the City based on the vendor's qualifications, experience, and expertise. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby take the following action: Approves the Consulting Services Agreement, attached herewith as Exhibit A, with Urban Futures, Inc., in an amount not to exceed $97,500, conditioned on Urban Futures, Inc.'s timely execution of the consulting services agreement and submission of all required documents, including but not limited to, certificates of insurance and endorsements. Authorizes the City Manager, or his designee, to execute the agreement in substantially the same form as that in Exhibit A, and any other related documents on behalf of the City, upon timely submission by Urban Futures, Inc.'s signed agreement and all other documents, subject to approval as to form by the City Attorney. Authorizes the City Manager to take any other actions necessary to carry out the intent of this resolution. City of South San Francisco Page 1 File Number. 19-672 Enactment Number., RES 109-2019 At a meeting of the City Council on 8/14/2019, a motion was made by Karyl Matsumoto, seconded by Mark Nagales, that this Resolution be approved. The motion passed. Yes: 5 Mayor Matsumoto, Vice Mayor Garbarino, Councilmember Addiego, Councilmember Nagales, and Councilmember Nicolas Attest by de'6Vk'- 10sa Govea Acosta City of South San Francisco Page 2 Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 1 of 16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND URBAN FUTURES, INC. (“UFI”) THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Urban Futures, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of August 15, 2019 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 15 2020, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $97,500, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered Exhibit A Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 2 of 16 pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:  Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);  The beginning and ending dates of the billing period;  A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;  At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;  The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A;  The amount and purpose of actual expenditures for which reimbursement is sought;  The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 3 of 16 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 4 of 16 determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 5 of 16 arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 6 of 16 broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 7 of 16 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or 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. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 8 of 16 insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 9 of 16 Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 10 of 16 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 11 of 16 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 12 of 16 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 13 of 16 The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 14 of 16 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Heather Enders, Management Analyst II ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant Urban Futures, Inc. 455 Hickey Blvd., Suite 515 Daly City, CA 94015 Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 15 of 16 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 16 of 16 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Urban Futures, Inc. (UFI) Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 1 of 5 EXHIBIT A SCOPE OF SERVICES CONSULTING SERVICES AGREEMENT BETWEEN CITY OF SOUTH SAN FRANCISCO and URBAN FUTURES, INC. (UFI) Phase 1 – Development of Financial Forecast Model for General Fund and Assessment of City’s Financial Position Urban Futures, Inc. (UFI) will begin its work by updating the City’s ten-year financial forecast for the General Fund. Because the City has spent time and effort developing a prior ten-year forecast model, we believe this work (to the extent possible) should be built-upon rather than re- created. UFI strongly believes in taking the most cost-effective approach to meeting our client’s needs. As such, we would begin this phase of our engagement by carefully reviewing and understanding the City’s existing forecast model, and how it can be refined and enhanced to better meet the City’s objectives. UFI’s Financial Forecast Model UFI’s forecast model uses a simple and clear income statement format, which is based on the General Fund’s current chart of accounts - using existing budgetary revenue and expense categories presented at a major category level. These categories can be expanded and disaggregated to meet the City’s needs. The end product is a customized, Excel-based user- friendly forecast model that can run multiple scenarios with a dashboard of easy to understand outputs that can be used by the City for making key strategic financial decisions. UFI’s model provides the user with a variety of indices and ratios that can be utilized to drive the projections/forecast across each revenue and expense category. These indices and ratios are incorporated as a menu of options, which can be adjusted for each revenue/expense category. Examples of these indices and ratios include: • UCLA Anderson Forecast prepared annually by the Anderson School of Business at UCLA (including building and construction forecast data) • California Economic Forecast (DOT) County-level Economic Forecast • Average Annual Growth Rates (AAGR) based on city’s historical fiscal data • Trendline Calculations based on city’s historical fiscal data • Customized Indices tailored to estimate future expense or revenue categories • Combined indices with moderate and conservative trends • Other city and/or regional economic predictive data Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 2 of 5 In developing the City’s baseline forecast, UFI will conduct a comprehensive review of the General Fund finances, departmental operating budgets, personnel costs and benefit structures (including MOU commitments), current major capital improvement projects and initiatives, and long-term liabilities including pension liabilities and OPEB pay-go costs. Revenue & Expense Forecasting UFI’s forecast model follows the major revenue and expense categories presented in the City’s annual General Fund budget. The major categories are expanded and disaggregated as needed to ensure every major revenue and expense in the General Fund is individually and appropriately driven. The data is rolled-up and presented in an easy-to-use and visual layout. Should the grouping or callout of certain revenue or expense categories/subcategories change due to future policy funding or budgetary decisions, UFI’s model provides the flexibility to simply adjust these items as needed. The revenue forecasting process commences with a historical trend analysis of General Fund revenues. UFI will rely and incorporate the baseline financial data provided by city staff or third-party consultants (HdL/KMA) for property tax, sales tax, transient occupancy tax, utility user tax and other major revenue categories. UFI is also very experienced in developing customized revenue modules to incorporate projections for expected new revenues from sources such as new development projects or new commercial/industrial sectors (e.g., cannabis). UFI’s expense forecasting focuses heavily on labor costing because this expense typically accounts for more than 75% of a City’s General Fund budget. We use actual salary, benefit, OPEB and pension data provided by the City, actuaries and CalPERS. Assuming the City’s data can be correlated, our goal is to aggregate this data by bargaining unit so the forecast model can include current MOU costs (COLAs, salary adjustments, benefit increases, etc.) and be used to facilitate labor costs projections during bargaining unit negotiations. This component of the Scope of Work necessitates the City providing UFI with labor cost data (payroll, pension and benefits costs) by bargaining group or providing UFI the ability to correlate the labor cost data by bargaining group. Scenario Analysis & Outputs Central to the analytical capacity of UFI’s forecast model is scenario evaluation that enables the City to assess the fiscal impact of various future financial scenarios as compared to the baseline forecast. UFI is very adept at modeling various revenue and expense scenarios such as new capital projects, financing alternatives, new revenue measures, hypothetical economic projections or recessions, and savings/expenses from operational changes to municipal service delivery. Multiple scenarios can be “stacked” to produce alternative forecasts with comparative metrics/outputs. Because UFI’s forecasting model is grounded in the City’s budgeting categories and process, the outputs of the model focus on cash flows and the impacts on working capital and reserve levels. The forecast model includes a graphical and statistical “dashboard” of measurements that help Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 3 of 5 tell the story of the City’s current and future fiscal condition in understandable terms to policymakers, stakeholders and the general public. Examples of dashboard metrics used in prior forecast models include: • Revenue vs. Fund Balance • Total Costs per Employee • Projected Real Revenue Growth (versus Salary Growth) • Growth in Retirement Costs • Fund Balance – Growth in Revenues vs. Rising Retirement Costs • Key Revenue and Expense Drivers Phase 2 – Model, Analyze and Develop Solutions for Pension & OPEB Liabilities Concurrent with Phase I work, UFI will model, analyze and develop solutions to help address the City’s pension and other post-employment benefits (OPEB) liabilities. UFI has a proprietary modeling, analysis and solutions process to help address these liabilities, the results of which would be incorporated into the General Fund forecast. CalPERS Pension UAL + OPEB Analysis and Modeling UFI’s proprietary process for addressing pension and OPEB liabilities commences with building a customized pension model that incorporates the 16 different amortization bases in both the City’s Miscellaneous and Safety Plans. The model corresponds solely to the UAL for the 1st Tier “Classic” plan – since the predominant portion of the UAL is concentrated in the 1st Tier. UFI creates an amortization schedule for each amortization base in both plans. These schedules serve as the foundation of the pension model and enables scenario analysis within the model to determine the optimal solution for additional discretionary payments (ADPs) towards the pension liability. For the City’s OPEB liability, UFI incorporates the projected “pay-go” retiree medical premiums into our financial retirement costs projections, and works with the City to identify potential OPEB funding strategies UFI will initially incorporate four potential funding solutions in the City’s pension/OPEB model: (1) synthetic fresh start, (2) leveraged refunding, (3) tax-exempt exchange, and (4) Pension Obligation Bonds (POBs). These hypothetical solutions will serve as the baseline for the scenario analysis phase. Additionally, UFI will integrate the cash flow projections from the pension/OPEB model back into the General Fund financial forecast model for purposes of developing fiscal sustainability strategies. Once the model is developed and data is analyzed, we will hold an in-person meeting with the City Manager, Finance Director and other key staff to present our initial findings and to discuss the potential financial solutions. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 4 of 5 Develop Financial Solutions and Recommendations UFI will use the data outputs from the customized pension/OPEB model to analyze the impact of different options for addressing the liabilities. In developing potential financial solutions and recommendations, we will examine all the City’s major long-term financial obligations, including: • UAL + Normal Costs • OPEB • Debt Service on existing bonds • Capital Improvement Plan (CIP) • Projected Salary and Rate Increases After obtaining feedback from City staff regarding the most viable financial solutions, UFI will refine these financial solutions, perform scenario analyses, and develop specific recommendations. We anticipate the City will select more than one financial solution, each of which will be incorporated into the City’s financial forecast and fiscal sustainability plan. Phase 3 – Management Review, Input & Refinement of Financial Modeling & Analysis After completing the draft work in Phase 1 and 2, UFI will hold an in-person meeting with the City Manager, Finance Director and other key staff to present the models, our preliminary findings and assessment of the City’s financial position, and our potential strategies, solutions and recommendations for the Fiscal Sustainability Plan. The goal of this workshop is to obtain City management feedback and input on the data and our analysis to help us refine the models, potential scenarios and solutions, and prepare for the subsequent phases of the engagement. Phase 4 - Departmental Input on Goals, Future Service Needs and Associated Fiscal Impacts Following Phase 3, UFI’s team will work with the City to schedule a group of in-person meeting(s) with departments directors and key staff to receive input and discuss departmental needs and/or changes in the next three to ten years in terms of the following: • Significant capital needs; • Growth in service demands or costs; • Service delivery realignments; • The department’s mid- and long-term goals; • Challenges or obstacles to achieving these goals; and • Associated financial impacts in overcoming the challenges and/or achieving the goals. UFI proposes to focus on assessing the fiscal impact of each department’s service and programmatic needs and challenges, so the data can inform the City’s financial forecast and strategies for the Fiscal Sustainability Plan. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 5 of 5 UFI will summarize the results of its departmental data gathering and fiscal assessment in a presentation to the City Manager and Finance Director for review and input. The presentation will include an update to the potential strategies, solutions and recommendations for the Fiscal Sustainability Plan based on what we learn and management input. Where recommended and requested by the City Manager or Finance Director, the departmental input, fiscal data and feedback from management will be incorporated into the City’s financial forecast model through the development of additional revenue/expense scenarios. Phase 5 - Stakeholder Engagement and Input UFI will work with city management to define an appropriate engagement process for receiving input from employees and bargaining groups regarding the initial set of potential strategies, solutions and recommendations for the Fiscal Sustainability Plan. The financial forecast model proposed for this project provides an ideal starting point for the stakeholder engagement process. Using the easy-to-understand dashboard of metrics and outputs, the City’s current and future financial position will be readily conveyed to the stakeholders, preparing them to better understand the trade-offs and costs required for achieving the City’s objectives and to more clearly respond to the proposed strategies for the Fiscal Sustainability Plan. Phase 6 - Development & Presentation of Fiscal Sustainability Plan The final phase of UFI’s work will the preparation of the following documents that summarize and memorialize UFI’s work product, analysis and recommendations: • Written Fiscal Sustainability Plan similar in format and detail as the samples provided in UFI’s proposal to the City, including the following: o Summary of the modeling and analytical process undertaken; o Summary of our assessment of the General Fund revenue streams with recommendations on restructuring at-risk or under-optimized revenue streams, changes to financial structures or procedures that will enhance or sustain current revenue streams, opportunities for new revenue streams to improve the City’s fiscal sustainability and capital funding options to help meet the City’s identified needs. o Summary of our assessment of General Fund cost drivers with recommendations for actions and practices that mitigate the impacts and achieve sustained savings, financial solutions to mitigate pension, OPEB and other long- term liabilities, restructuring cost-centers for identified programs or services, and labor cost containment strategies. • PowerPoint Presentation summarizing UFI’s work, the Fiscal Sustainability Plan and our recommendations. UFI will meet with the City Manager and Finance Director to review the draft report, draft presentation and obtain the City’s feedback. Following the meeting, we will make any necessary changes to final report and presentation. UFI will present the PowerPoint presentation to the City Council in either workshop format at an agreed upon date and time. Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 1 of 2 EXHIBIT B CONSULTANT’S COMPENSATION SCHEDULE CONSULTING SERVICES AGREEMENT BETWEEN CITY OF SOUTH SAN FRANCISCO and URBAN FUTURES, INC. (UFI) Urban Futures, Inc. (UFI) will perform the Scope of Work on a time and materials basis with the overall costs of such services not-to-exceed $97,500, utilizing the following professional service rate schedule: UFI Professional Staff Hourly Rate Chief Executive Officer $350 Managing Director $325 Director $300 Senior Associate $175 These rates will remain constant through June 30, 2020 and are subject to change thereafter. Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying are included within the above noted rate schedule. The rate schedule does not include out-of-pocket expenses that may be incurred during the work. Out-of-pocket expenses include inter-regional travel, project specific services or data from third-party vendors (prior client approval required), or extraordinary or specifically requested materials, supplies, printing, or electronic data storage. All out-of-pocket expenses will be charged on an actual cost basis. For purposes of estimating costs associated with each phase in the Scope of Work, the following are rough estimates, with the understanding that hours/costs can be flexed between phases of the work to accommodate the particular needs of the City and Scope of Work subject to the total not- to-exceed amount of $97,500: 1. Development of Financial Forecast Model and Assessment of $20,000 to $30,000 City’s Financial Position (cost variance is dependent on data manipulation required to labor cost by bargaining group and number/complexity of baseline scenarios requested by City; also assumes City can provide labor data segregated by bargaining group as discussed in Scope of Work) 2. Model, Analyze and Develop Solutions for Pension & OPEB Liabilities Base Model & Analysis $10,000 Scenario Development & Solutions $5,000 to $10,000 Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 2 of 2 (cost is based on number of scenarios, need for additional analysis of proposed solutions and number of meetings required – please note financial advisory services for implementation of solutions would be addressed in a separate agreement) 3. Management Review, Input & Refinement of Financial Modeling & Analysis $5,000 (cost is based on one in-person meeting/workshop plus refinement of models, initial scenario analyses and potential solutions) 4. Departmental Fiscal and Programmatic Review/Assessment $10,000 to $20,000 (cost is based on estimated time for several in-person group meetings with departments, follow-up analysis, and is largely dependent on the number and complexity of additional scenarios requested by the City to be modeled into the forecast) 5. Stakeholder Engagement and Input $5,000 to $7,500 (cost is based on developing a presentation, several stakeholder workshops on the same day, and summary/analysis of stakeholder input and management response) 6. Development & Presentation of Fiscal Sustainability Plan $10,000 to $15,000 (cost is dependent necessity of additional meetings or analysis requested by City to finalize report and presentation) Consulting Services Agreement between [Rev:11.14.2016] August 15, 2019 City of South San Francisco and Urban Futures, Inc. Page 1 of 1 EXHIBIT C CERTIFICATE OF INSURANCE