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HomeMy WebLinkAbout8/3/2016 - STAFF REPORTS - 5.C. PALM$.* � 4�y a u a 44 /FOW' City Council Staff Report DATE: August 3, 2016 NEW BUSINESS SUBJECT: APPROVAL OF A CONTRACT SERVICES AGREEMENT IN THE AMOUNT OF $77,850 WITH MERCURY ASSOCIATES, INC., FOR FLEET MANAGEMENT CONSULTING SERVICES FROM: David H. Ready, City Manager BY: Engineering Services Department SUMMARY This action will approve an agreement with Mercury Associates, Inc., to provide the City with fleet management consulting services for recommendations related to updating fleet software capacity and staff training, provide an analysis on conversion to a departmental service/cost charge back system, review of fuel usage reduction opportunities, scheduled vehicle replacement analysis and other potential areas of service costs reductions. RECOMMENDATION: 1. Authorize sole source procurement of fleet management consulting services by Mercury Associates, Inc., in accordance with Section 7.04.020 of the Palm Springs Municipal Code finding that Mercury Associates, Inc., has demonstrated experience and expertise providing the required fleet management consulting services to other public agencies; 2. Approve a Contract Services Agreement in the amount of $77,850 with Mercury Associates, Inc., for fleet management consulting services (A ); and 3. Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: The Fleet Maintenance Division is responsible for the repair and maintenance of the municipal fleet for the City of Palm Springs and operates within an annual budget of $2.9 million, including 8 staff members. The Fleet Division maintains over 300 vehicles ITEM NO. City Council Staff Report August 3, 2016 -- Page 2 Approval of Fleet Management Consulting Agreement which use approximately 180,000 gallons of gasoline and diesel fuel, and 17,000 gallons of gasoline-equivalent CNG alternative fuel per year. An internal City review of the City's Fleet Maintenance Division revealed improper activities by certain former employees and prompted a further review and analysis of the Division's operations. Staff researched the availability of fleet management consulting firms, and identified Mercury Associates, Inc., the largest fleet management consulting firm in North America, which has contracted with many local, state and federal agencies. As such, at the request of the City, Mercury Associates, Inc. has proposed the following scope of fleet management consulting services: Task 1 — Evaluate Fleet Management and Maintenance Practices • Staff levels, work ratios, mechanic productivity, workload management, etc. • Fleet preventative maintenance practices • Mechanic supervision • Safety and regulatory compliance • Parts management and supply • Use of outside vendors • Maintenance performance measurement • Fuel management Task 2 — Update the Fleet Maintenance Division Work Order System • Coordinate upgrades to the electronic work order system • Provide comprehensive staff training for the upgraded system • Design and integrate management and operational report templates Task 3 — Develop Charge Back System • Review and analyze operation cost allocation - conversion from "pool" to "departmental service" charge back system • Identify specific costs to be charged for each service • Define rate structure • Determine billable units of service • Calculate rates Specifics of these tasks are detailed in the proposal provided by Mercury Associates, Inc., and included as an attachment to the agreement. The proposed fee uses a blended rate of $225 per hour for a maximum of 284 hours of services for Tasks 1 and 2, and a blended rate of $199 for a maximum of 70 hours of services for Task 3, as shown below in Table 1. The blended rate is all inclusive of their professional fees, travel costs and reimbursable expenses. 02 City Council Staff Report August 3, 2016 -- Page 3 Approval of Fleet Management Consulting Agreement Total Task Description Hours Fees 1 Assess Fleet Practices 156 $35,100 2 Update Work Order System 128 $28,800 3 Develop Cost Charge-back System 70 $13,950 Totals 354 $77,850 Table 1 Sole Source Vendor As noted above, Mercury Associates, Inc. was identified as a leading fleet management consulting firm in the United States. Additionally, staff coordinated with the City's Procurement and Contracting Manager to assist in identifying the availability of other fleet management consulting firms. After outreach through the California Association of Public Procurement Officials (CAPPO), the City's Procurement and Contracting Manager was unable to locate other firms that could offer specific fleet management consulting services required by the City. Moreover, staff contacted several references who have also contracted with this vendor for similar services including the California Department of General Services (Office of Fleet and Asset Management), the City of Sacramento, and Sacramento County. All of these references confirmed that Mercury Associates, Inc., is a leading firm specializing in fleet management consulting services, and those agencies have and continue to contract with this vendor for those types of services. Given the immediate need to initiate a review of the City's Fleet Maintenance Division, staff selected Mercury Associates, Inc., as sole source procurement and negotiated the scope of an initial review. Section 7.04.020, "Sole source procurement by the city," of the Palm Springs Municipal Code allows for awarding contracts without competition, and states: A contract may be awarded without competition when the action is made after conducting a good faith review of available sources, that there is only one source for the required item or service. The director of procurement and contracting shall conduct negotiations, as appropriate, as to price, delivery, and terms. A written record of sole source procurement shall be maintained as a public record and shall list each contractor's name, the amount and type of each contract, a listing of the item(s) procured under each contract, the identification number of each contract file, and the documentation of why sole source procurement was required. 03 City Council Staff Report August 3, 2016-- Page 4 Approval of Fleet Management Consulting Agreement ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project' as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a `Project' means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve an amendment to a consulting services agreement for fleet management services, and is exempt from CEQA pursuant to Section 15378(b), in that a 'Project' does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: Sufficient funding of $77,850 for this contract is currently available in the Motor Vehicle Fund, Account No. 510-5470-43200. SUBMITTED: Marcus L. Fuller, MPA, P.E., P.L.S. David H. Ready, Esq., P Assistant City Manager/City Engineer City Manager Attachments: 1. Agreement 04 ATTACHMENT 1 05 CONTRACT SERVICES AGREEMENT Fleet Management Consulting Services Mercury Associates, Inc. THIS CONTRACT SERVICES AGREEMENT ( "Agreement') is entered into, and effective on , 201 , between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and Mercury Associates, Inc., a Maryland corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City has determined that there is a need for fleet management consulting services for the Fleet Maintenance Division ('Project'). B. Contractor has submitted to City a proposal to provide fleet management consulting services to City for the Project under the terms of this Agreement. C. Contractor is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Contractor as a sole source procurement of fleet management consulting services in accordance with Section 7.04.020 of the Palm Springs Municipal Code, finding that Contractor has demonstrated experience and expertise providing the required fleet management consulting services to other public agencies. Therefore, the requirement for competitive selection of other professional firms has been waived. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONTRACTOR 1.1 Scope of Services.In compliance with all terms and conditions of this Agreement, Contractor agrees to perform the contract services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and contract services and that Contractor is experienced in performing the Work and Services contemplated and, in light of such status and experience, Contractor covenants that it shall follow the highest contract standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest contract standards" shall mean those standards of practice recognized as high t Revised: 5/5/16 720669.1 06 quality among well-qualified and experienced contracts performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; and (2) the Scope of Services, (collectively referred to as the "Contract Documents"). The Scope of Services shall include the Contractor's Proposal. All provisions of the Scope of Services shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (V ) the provisions of the Scope of Services (Exhibit "A"); and (2"d) the terms of this Agreement. 1.3 Compliance with Law. Contractor warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses, Permits, Fees, and Assessments. Contractor represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Contractor to perform the Work and Services under this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the Work and Services required by this Agreement. Contractor shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Contractor discover any latent or unknown conditions that will materially affect the performance of the Services, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City. 1.6 Care of Work. Contractor shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Contractor shall be responsible for all such damages, to persons or 2 Revised: 5/5/16 73066U 0 07 property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Contractor, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Contractor. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Contractor that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "B" and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of Seventy Seven Thousand Eight Hundred Fifty Dollars, ($77,850) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "B." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Contractor accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Contractor's Services under this Agreement are completed, Contractor shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 3 Revised: 5/5/16 730669.1 08 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "B"), in any month in which Contractor wishes to receive payment, Contractor shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Contractor and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Contractor within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "C"), incorporated by reference. 3.2 Schedule of Performance. Contractor shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 4 Revised: 5/5/16 09 720669.1 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor (financial inability excepted) if Contractor, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Contractor thirty (30) days written notice. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon such notice, City shall pay Contractor for Services performed through the date of termination. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Contractor shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Contractor shall submit to the City an invoice for work and services performed prior to the date of termination. Contractor may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Contractor may determine. 4. COORDINATION OF WORK 4.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Randy Owen, Senior Vice President. It is expressly understood that the 5 Revised: 5/5/16 720669.I 10 experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Contractor shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Contractor a City employee. A. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of its Revised:�/5/16 1 1 720669.1 officers, employees, or agents, except as set forth in this Agreement. Contractor, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Contractor's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. B. Contractor shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Contractor, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Contractor's officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: 7 Revised: 5/5/16 720669J 1 . 12 A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made' basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a g Revised,r5016 13 n_nrnv.i combined single limit of at least one million dollars ($1 ,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement: 5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing 9 Revised: 5/5/16 1 Q 720669_1 contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non- compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.8 Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 10 Revised: 5/5/16 15 norve.i 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an 11 Revised: 5/5/16 16 720669.1 acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit 12 Revised: 5/5/16 17 P_0G69.1 Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Design Contract Services Indemnification and Reimbursement. If the Agreement is determined to be a "design contract services agreement" and Contractor is a "design contract" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-contract sub- contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 6.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non-design-contract sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 7. REPORTS AND RECORDS 7.1 Accounting Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Contractor shall periodically prepare and submit to the Contract 13 Revised: 5/5/16 1 8 R0669.t Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Contractor acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Contractor is providing design services, Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all resulting damages. Contractor may retain copies of such documents for their own use. Contractor shall have an unrestricted right to use the concepts embodied tin this Agreement. Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Contractor in the performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 14 Revised: 5/5/16 19 n_n6,ae.1 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Contractor. Contractor's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold 15 Revised: 5/5/16 2 U 7zaae��.i payments to Contractor shall not limit Contractor's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this 16 Revised: 5/5/16 21 720669.1 Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise: A. It is agreed that Contractor shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Contractor shall pay all costs and damages finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing of the suit or claim and given authority, information and assistance at Contractor's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Contractor. However, Contractor will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Contractor when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Contractor shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Contractor's expense. Contractor shall not be obligated to indemnify City under any settlement that is made without Contractor's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Contractor, at no expense to City, shall obtain for City the right to use and sell the item, 17 Revised: 515/16 22 720669.1 or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Contractor: Randy Owen Mercury Associates, Inc. 7361 Calhoun Place, Suite 680 Rockville, MD 20855 301-519-0535 rowen@mercury-assoc.com 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this 18 Revised: 5/5/16 23 r_oaev.i Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 19 Revised: 5/5/16 24 720667.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By: Douglas C. Holland, James Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: Date: Agreement No. Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONTRACTOR NAME: Mercury Associates, Inc. Check one Individual Partnership X Corporation 7361 Calhoun Place, Suite 680 Address Rockville, MD 20855-2765 By By Signature(Notarized) Signature(Notarized) 20 Revised: 5/5/16 25 730009.1 CALIFORNIA ALL-PURPOSE ACRNOWLEDONOfT CIVIL CODE§1189 A notary pubic or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfuhess,accuracy.or validity of that document. State of California 1 County of On before me, Date Here Insert Name and Title of the Officer personally appeared Names)of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons) whose nanie(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in histher/their authorized capacity(ies),and that by hWher/their signature(s)on the instrument the persons), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above OPTK WAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Deealption of Atteehed Dominant Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Cepecltyp")Claimed by SignSIM(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner — ❑Limited ❑General ❑Partner — ❑limited 0 General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other. Signer Is Representing: Signer Is Representing: n 02015 National Notary Association •www.NatWWNotary.org• 1-BW-US NOTARY 11-80"76-11827) item 15907 720G69.1 26 EXHIBIT "A" SCOPE OF SERVICES Contractor's proposal and required scope of services follows this page. Proposal to Provide Fleet Management Consulting Services to the City of Vx 04 ,r CALIFORN Like no place else.'" July 2016 MERCURY ASSOCIATES, INC . LIVA I e , IL. 28 July 21, 2016 Mr. Marcus L. Fuller, MPA, PE, PLS Assistant City Manager/City Engineer City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Dear Mr. Fuller: Mercury Associates, Inc. is pleased to submit this proposal to provide fleet management consulting services to the City of Palm Springs. Our suggested work plan and proposed budget is based on the initial findings of our on-site assessment in June. As requested, information on our cooperative purchasing agreement with the State of California can be found at the following web address: (http://www.dcls.ca.gov/pd/Programs/Leveraged/CMAS.aspx). Our CMAS contract number is 4-08-03 0341A. We also have a U.S. Government GSA Schedule that clients have used to access our services. Please let me know if I can provide any details about these contracts. I will be the principal point of contact for all matters relating to this proposal and can be reached at 704 906 8898 or at rowen@mercury-assoc.com. Please do not hesitate to contact me if I can answer any questions. Very truly yours, RAmw J1, 4 Randy Owen Senior Vice President Mercury Associates, Inc. • www.mercury-assoc.com 7361 Calhoun Place, Suite 680 • Rockville, MD 20855 • 301 519 0535 29 INTRODUCTION This proposal is submitted to City of Palm Springs by Mercury Associates, Inc., an employee-owned fleet management consulting firm incorporated and headquartered in Maryland. We have more than two-dozen employees located throughout the United States and in Canada, many of whom served as professional fleet managers in the public and/or private sector prior to commencing their consulting careers. One of our Associates, Richard Simon, resides in Palm Desert. Mercury's mission is to assist organizations in improving the management and operation of their fleets. Our 600 past clients include federal agencies, states, cities and counties, utilities, schools, and private companies. Current clients in California include Sacramento, Long Beach, Salinas, Palo Alto and The State Department of General Services. We understand the current fiscal year budget for the City's Fleet Division is $3 million for operating expenses with an additional $700,000 for capital. We understand the fleet division has 8 total staff: 1 Manager, 1 Parts Specialist, 1 office assistant, and 5 fleet maintenance technicians who maintain 438 pieces of equipment/vehicles. PROPOSED PROJECT WORK PLAN As a result of our initial review of the City's Fleet Maintenance Division, we propose the following: Task 1: Evaluate Fleet Management and Maintenance Practices In this task we will review and assess the soundness of fleet management regulations, policies, procedures, and practices in all key functional areas of fleet management and operation as listed below. The results of this evaluation will serve as the foundation for developing specific recommendations for modifying or reengineering current organizational structures; staffing levels; and business processes so as to reduce the costs and/or improve the quality and effectiveness of both fleet management activities and the vehicles and equipment themselves that comprise the City's fleet. We will evaluate current practices using process mapping and gap analysis techniques aimed at first defining and then identifying strengths and weaknesses in specific functional areas of endeavor. We will utilize detailed process evaluation checklists and interview guides to ensure the thoroughness of our review and consistency in the level of detail of evaluation applied to all practice areas examined in the study. Our review will also include several interactive interview and focus group sessions with City staff to solicit views on current performance, challenges, and required improvements. We will determine how processes currently are performed through a combination of documentation review, employee interview, focus group meeting, and site visit activities. We will assess the adequacy of both the definition, as expressed in statutes, regulations, rules, policies, and procedures, and the execution of fleet management and operating processes. We will determine how well these processes are defined and executed by assessing: 1' larAftol I 1 1 30 1. Their intrinsic soundness (e.g., the clarity and logic with which they are documented, the way they are communicated to employees, and the manner in which they are enforced); 2. Their consistency with industry best practices which we have observed, and in many cases defined, through our project team's combined decades of professional fleet management, consulting, public speaking, writing, and training experience; and 3. Their results, as reflected in the quantitative measurement of costs and performance levels in the previous task, and in the satisfaction levels of management officials, fleet management employees, and fleet users. In evaluating the strengths and weaknesses of current fleet management practices, our ultimate objective will be to advise the City as to how these practices can be improved. We will develop recommendations for improvement that are not generic or academic in nature, but of direct applicability to the needs, objectives, conditions, and capabilities of the City and its Fleet Maintenance Division. Examples of the specific fleet management practices we will evaluate in this task are summarized below: • Governance. We will evaluate the fleet program's organizational structure and personnel resources, including the appropriateness of authority and responsibility assignments, reporting relationships, lines of communication, supervisory spans of control, staffing levels, compensation rates, ratios of support (e.g., administrative and parts management) to service personnel, mechanic productivity and efficiency, workload management processes, and inter-agency coordination and cooperation. Significant fleet management related policies and procedures will also be reviewed in this area. • Fleet Maintenance. We will investigate and assess the appropriateness of all facets of the management and control of fleet maintenance and repair activities and day-to-day shop operations, including preventive maintenance programs; work scheduling; work order assignment and work load management; road call dispatching and control; field service; warranty management; mechanic supervision; safety and regulatory compliance; mechanic training; quality assurance; parts management and supply; use of vendors; customer communication; and maintenance performance measurement. • Fuel Management. We will assess the soundness of all facets of fuel operations including execution and administration of bulk fuel contracts; execution and administration of commercial fuel card program contracts; bulk fuel inventory management; bulk fuel site management and operation, (e.g., site location, sizing, design, and construction; facility operation and upkeep; and facility security and regulatory compliance); fuel card issuance and control; fuel card expenditure authorization and control; automated fuel management system administration and use; vendor payment; and customer billing. MUAWIJM 2 31 Our findings in each of the above areas will identify opportunities to reduce service costs and/or to improve service quality, as appropriate. We will make specific recommendations for improving policies, procedures, organizational structures, staffing levels, maintenance practices, etc. as appropriate. Task 2: Update the Fleet Maintenance Division Work Order System We will coordinate and provide the following services: • Collaborate with the City's IT staff to ensure the Work Order System (Faster C/S) is upgraded to the most recent version of Faster C/S and that the system is properly set up and configured. • Provide onsite Faster C/S user training to City staff on the proper use of the application. Training will be role-based and shall focus on proper use of the application components that are relevant to core staff duties (e.g., parts management, work orders, tracking commercial repairs and services, etc.). • Design key management and operational report templates that can be used to monitor fleet performance. We will collaborate with City staff to design and develop 8 reports. • Develop recommendations to optimize on-going system administration. Task 3: Develop Charge Back System In our experience a comprehensive and transparent cost charge-back system is one of the most powerful tools for promoting accountability and ensuring appropriate cost performance. We prefer a service based (sometimes called direct) charge-back rates because they do the best job of promoting cost recognition and control. Under these systems users pay for the actual cost of the services they consume. Thus such systems are inherently equitable and promote better cost performance by sending clear price signals that more accurately reflect the cost of fleet maintenance to the City's various Departments. Our methodology will be fully compliant with federal costing standards as outlined in Circular OMB A-87. Basic principles articulated in this circular require that charge-back- funded organizations (they need not be classified as internal service funds) operate on a break-even basis; recover only allowable costs from federally funded customer organizations; make adjustments for under and over recovery of costs (preferably through adjustments to future billing rates); bill all users at the same rate for similar services; utilize billing units which represent services provided or benefits received; and not improperly utilize revenues generated by one type of service to finance the delivery of another type of service (e.g. capital charge-back rate revenue does not subsidize operating costs, or visa-versa) . Calculation of cost charge-back rates involves several steps, with analyses of total costs joining information gathered on service operations to create a rate structure that provides insight on the total costs of an organization's specific activities. Note that even if the City elects to charge operating costs back to fleet users through an indirect method (such as by the mile or its current averaging process) shop rates such as for labor, parts, sublet, fuel, etc. still must be calculated to develop accurate cost histories for vehicles. The following steps are normally included in calculation of cost charge- 1'►/iMU6l11EM 3 32 back rates: • Identify the costs to be recovered; • Define the services provided by the fleet organization; • Allocate costs to cost pools that correspond to the services provided; • Define the rate structure; • Determine billable units of service; and • Calculate rates. We will provide the rates in draft form, discuss our methodology and results with City staff, and make any adjustments required to meet the City's financial goals. PROJECT BUDGET FEES Our proposed firm fixed price for the first two phases in this project is $77,850, which includes 354 hours of service at a blended rate of $225 per hour for our staff. Note that this rate includes travel costs for three trips to Palm Springs to conduct interviews and present project results. Total Task Description Hours Fees 1 Assess Fleet Practices 156 $35,100 2 Update Work Order System 128 $28,800 3 Develo Cost Charge-back System 70 $13,950 Totals 354 $77,850 QUALIFICATIONS AND EXPERIENCE COMPANY DESCRIPTION Mercury Associates, Inc. is a Maryland corporation with its headquarters office located in Rockville, a suburb of Washington, DC. We are a fleet management consulting firm that assists organizations in improving the management and operation of their vehicle and equipment fleets. We have been providing consulting, training, recruiting, analytical and other types of management support services, and software development and hosting services since commencing operations in 2002. Collectively, the firm's three owners possess more than 65 years of professional fleet management and fleet management consulting experience. Mercury's staff consists of approximately 30 full and part-time employees (including the owners), several of whom were professional fleet managers, full-time fleet management consultants, or both, prior to joining the firm. MOMPAW 4 33 Mercury's consulting services touch on virtually every facet of fleet management and operation, ranging from broad-based assessments of fleet management organizational structures, staffing levels, facilities and equipment, and business practices, to tightly focused analyses of a single issue or opportunity such as "Can we reduce the size of our fleet?" "Should we replace our fleet management information system?" "How can we reduce our maintenance and repair expenditures?" and "Should we lease or buy vehicles?" We also provide many different types of implementation and management support services to fleet owners such as information system specification, selection, implementation, and hosting; RFP development; custom software development; business process redesign; charge-back rate development; policy and procedure development; management training; and executive recruiting. Mercury's principals and employees have worked with a wide array of public and private-sector organizations around the world — primarily in the United States and Canada and primarily with governmental jurisdictions — with fleets ranging in size from fewer than 100 to more than 55,000 vehicles and pieces of equipment. Clients Served By Mercury Associates As befits the largest fleet management-consulting firm in North America, our client list is longer and more diverse than any other firm working in this industry. Of particular relevance to the proposed project is Mercury Associates' experience working with large metro-area public-sector fleet management organizations. Mercury's principals have worked with 35 of the 50 largest cities in the U.S., including the 10 largest municipalities and conducting separate consulting assignments for multiple government jurisdictions in many major metro areas in the U.S. and Canada. In addition to local government organizations, Mercury has served a diversity of other clients. Rather than list all 600 or so organizations that members of our firm have served, a list of the most prominent and relevant to this project is provided in the appendix. ��ll11We ul 5 34 Organizational Structure ►n151 Re r . rl l f 1 Ynn A1,F NO NI CON Sul 11NG SF RVHF 5 Phu l iIM Px Wlnl Nod, Oxen WV 8+M YMry snw Yee SaaKNN 5m•w v,e,.saeR rr MUTS ICcM FNCAt SIAIF IIOCAI CGINRNFRNI FFOFNAI CYMRNNFNI N(ONNAINM IFI:XNOlG4Y JOINS CWIM` tN C M tppF YiHUNfN MFd16,,, II Hahn Flu WISE SwM NCnpw II..NBn+NN Sm•p Vlivp•• NAnq,I Neer De,» SN,"`.Lr R GAn wdrela (le ,e V"IrIrm 9m.w C- .4ro 5m'w mu w, sFn.0 uAuyN SyNumc Lry r, kre laHoia lnn Kr , C.Nc H,=N�JNF £an•w Cm.wWu WnyFa' Bp+w Wv.ON GO.N•F.N (ANADA BRANcn Fealn G`.nl $tit Cmm CAFN AMNXFSiiIA TY SLapN W qN COON`�. gpmnN4 Bxrtu H•.n1A PE CM ibM1nr £•enw Gmw4m lWeEhgnrR hmiCNr,ep 'yxr Co-.YNW SMW 4Mlv4rt EMeF.(+o•Jlr CPA RarnAlO mpN,deau Cllpl F•we.A OOeN vIn•w Cmww+ MNr I<n4arvnn sr.n Ihlts wR ew.wrR sN.N,CwLX.R [?me tnemNs NAMMN":q.eau:J1FY B.IwnNmAyar SMnw Gm W4M $YPA C9NI [ln'1M Hl,R)C.gh Smw CN,wYR S+BN.CunN,4N Err CINSIm:n JNwD Cnrnan CAFB l'umrGwnai Cwx•Ara lem.AynN Nut C..IN, 4pw iurwWa 3nw CaeLNM Nnro K%y FIwNv WrFNNmR SpNN� NaFmll Wnm TNr,Ma.ney SMOw,YYM SY•a•C•Mr9R �:eYf!kv6liYkdm Nlrt,n MMnI PROJECT STAFFING RESOURCES Mercury has full-time staff headquartered in Washington, DC and Houston. This gives us the expertise and depth to involve technical analysts and support personnel as required. Our consultants are the strength of our firm and are among the foremost experts in the fleet management field. They tackle challenges that require a degree of technical sophistication and analytical rigor that simply cannot be found anywhere else. Our consultants are recognized industry experts in virtually every area of fleet management including operations, finance, leasing, maintenance, information technology, fuel including alternative fuels, and safety, among others. Moreover, since most of our consultants have spent decades actually managing fleets, we offer clients practical advice and solutions that work in real world situations - not just on paper. Previous Government Experience Mercury's principals and employees have worked with more than 600 clients. We have extensive experience working with a wide array of fleet organizations, including the US federal government, state and local municipalities, public and private utilities, and corporations of all sizes throughout Canada and the United States. ITAIR t©NEIVf 6 35 Of particular relevance to the City of Palm Springs is Mercury Associates' experience working with local government fleets, which includes projects with many of the largest cities and counties in the US. In the past three years our municipal government clients include one or more entities in Baltimore, Boston, Chicago, Colorado Springs; Dallas, Houston, Las Vegas, New York, Oakland (CA), Orlando, Philadelphia, Phoenix, Sacramento, Saint Louis, Salt Lake, San Antonio, San Francisco, Seattle, Tampa, Palm Springs (BC), and Washington, DC. We also have provided fleet management consulting services to numerous clients in California including several projects for the State of California; counties including Los Angeles, Orange, Ventura, Santa Clara, and Sacramento; cities including Los Angeles, San Francisco, San Diego, Long Beach, Pasadena, Palo Alto, San Clemente, Redlands, and Sacramento; as well as other organizations such as universities (UCLA, U.C. Davis, Cal Poly San Luis Obispo), transit agencies (Los Angeles Metro, Foothill Transit), utilities (Southern California Edison, PG&E, Southern California Gas), and private companies (Intel, Genentech, the Rand Corporation). ASSIGNED RESPONSIBILITIES The staff organization that we are proposing for this engagement is shown in the table below along with a brief description of each team member's qualifications. Other members of our firm may also participate in this engagement depending on when the project starts and the issues that need to be addressed. Mercury can confirm that the individuals below are available to work on this project. Staff Member Title Functional Responsibility Project Manager—Contract negotiation and execution; Randy Owen, CAFM Senior Vice project oversight. Participation in key progress meetings and President presentations to stakeholders; and quality assurance review of project deliverables. Project Lead—Site visits and interviews focusing on best Richard Simon Senior practice.Participation in all key progress meetings and Consultant presentationsto upper management and other stakeholders; and preparation of written project deliverables. Project Analyst—Site visits and interviews focusing on best Steve Saltzgiver, Manager practice. Participation in all key progress meetings and CAFM presentations to upper management and other stakeholders; and preparation of written project deliverables. Data Analysts—Data collection and analysis, performance Various Consultant measurement and benchmarking;development of exhibits for reports. Two of the three members of the project team hold current (recertification required every five years) NAFA Fleet Management Association's designation of Certified Automotive Fleet Managers. The CAFM certification is the only accredited fleet management certification available today. The third member of our team (Richard Simon) is an experienced public sector accountant/auditor and fleet manager who has ►rllNUMIAM 7 36 specific experience reviewing fleet parts operations. He also resides in the Coachella Valley. Randy Owen, CAFM is Senior Vice President of Mercury Associates and is located in our Charlotte, NC office. He has 20 years of experience as a fleet manager and fleet management consultant, and is a nationally recognized expert in fleet management best practices and in the areas of fleet management outsourcing and managed competition. His areas of expertise also include fleet utilization analysis and rightsizing, and performance measurement and benchmarking. Before co-founding Mercury Associates, Mr. Owen was a Senior Manager in Maximus, Inc. Prior to this he served as the fleet manager for the City of Charlotte and for the Los Angeles County Department of Public Works and worked as an independent consultant. He holds a Master's Degree in Political Science from the University of California at Los Angeles. Mr. Owen has extensive experience working in the field of alternative fuels. While Fleet Manager for Los Angeles County he served on several technical advisory committees for the South Coast Air Quality Management District. He also teaches the alternative fuel subject at seminars for NAFA, the largest fleet management association in the world. Among many projects, he managed our recent large engagement with the City of San Antonio to assess the feasibility of switching to AFVs and our fleet sustainability project for Santa Clara County. Richard Simon, Senior Consultant, has over 24 years' experience as a public-sector fleet manager with Santa Clara County, California. He has an effective working knowledge in the areas of fleet management, general accounting services, grant writing, vehicle purchasing and specification writing, alternate fuels, labor relations, law enforcement, budgeting, auctions/disposal, internal service funds, rate development, fleet systems, customer service, facility development, vehicle maintenance, employee communications and emergency services logistics. As a Fleet Manager for the County he was responsible for directing the $17 million fleet operations department serving all county departments and contract agencies. The fleet included 2,400 vehicles and a full time staff of 95 employees. The department included four maintenance and fuel facilities, paint and body shop, emergency vehicle installation shop and administration. Before his position as fleet manager, Mr. Simon worked five years as Accountant III for the General Services Department Divisions of Fleet Management, Emergency Communications, Printing and Building Operations. He also served as Transportation Officer for the County Emergency Services Logistics Team and was appointed Trustee for the County's deferred compensation plan by the Board of Supervisors. Mr. Simon holds a Bachelor's Degree in Accounting from San Jose State University and is a USMC veteran. Steve Saltzgiver, CAFM is a Manager with Mercury Associates, Inc. Over his extensive career, he has held various roles ranging from technician to vice president of fleet management for two Fortune 500 companies (Coca Cola and Republic Industries) with fleets of over 40,000 assets and annual operating budgets exceeding $1 billion dollars. He also ►�/la����1�,'j 8 37 has served as Fleet Manager for two states: Georgia and Utah, leading process improvement teams and cost reduction initiatives; optimizing complex maintenance operations, and executing comprehensive talent management programs. He has taught workshops and best practice seminars on a wide array of topics throughout the US, Canada and Europe. Recognized as a change advocate who has supervised the implementation of several Fleet and ERP data systems, Mr. Saltzgiver is skilled in data analysis, benchmarking for continuous improvement, fleet cost reductions, sustainable fleet planning and telematics technology deployment. Complete resumes for members of our project team are available upon request. REFERENCES While we could provide the City with hundreds of project descriptions and references, we have focused on providing the following five that demonstrate the range of issues we deal with: Client and Dates Client Contact Information Description of Work Performed City of Salinas, CA(2015 -present) Larry Oda, Maintenance Supt Mercury conducted a best practices study of Salinas'fleet Department of Public Works operations to assess several options for future management of the 831-758-7107 program including centralizing or outsourcing fleet activities. We larryo@ci.salinas.ca.us also developed a long-range capital plan for renewal of the fleet. We have recently been engaged to assist with implementation of some of our recommendations including development of a centralization plan and acquisition of a new fleet system. City of Tacoma,WA(2001 -present) Deanna Pollard, Fleet Services Mercury has conducted several projects for Tacoma over the past Department of Public Works decade including a police vehicle take-home cost/benefit analysis, a 253-591-5866 fleet rightsizing review, a fleet system requirements analysis, and a dpollardaci.tacoma.wa.us fleet replacement plan (our most current project, completed last year). We have currently been engaged to develop a revised replacement plan to fit available funding levels and to assess shop staffing needs. State of California(2015 -present) Keith C. Leech Jr. Mercury has conducted projects for several agencies in the State of Fleet Analysis and Reporting California including the Department of General Services(DGS), Manager Caltrans (the State's department of transportation),the California Office of Fleet and Asset Conservation Corps, and the California Lottery. We are currently Management developing a replacement plan for California's light-duty fleet Department of General Services (30,000 vehicles) based on a quantitative analysis of life-cycle 916-928-6855 costs. This project includes a projection of the costs to replace Keith.leech(@dgs.ca.gov current vehicle types with new zero emission vehicles as required by Governor Brown's environmental initiatives. In 2011, we performed a fleet rightsizing study for the entire State fleet of more than 48,000 vehicles and pieces of equipment that resulted in agreements to eliminate more than 8,000 vehicles from the fleet and yielded used vehicle sales proceeds alone of more than$5 lN 9 38 million. Recurring savings from this single consulting project are expected to approach $60 million in the first 6 years year. In 2005 we were engaged by DGS to compare the costs of the assigned and short-term rental vehicles furnished to State agencies by the Office of Fleet Administration against those of comparable states, commercial fleet leasing companies, and commercial vehicle rental companies. Subsequently, we were engaged to analyze internal business practices and provide DGS with recommendations for improving various facets of the management and operation of the State fleet. City of San Francisco, CA(2009 -2014) Mr. Tom Fung, Director In 2009 MAI concluded a major study for San Francisco that Fleet Management/Central Shops included general government fleet operations as well as those of 916-928-9865 several semi-independent enterprise departments including Public tom.fung@sfgov.org Utilities, Transit, Port of San Francisco, and San Francisco International Airport. The review covered all areas of fleet operations with a particular focus on opportunities to centralize activities, fleet system requirements, and fleet utilization. Subsequently we develop a facility master plan for the fleet operation focusing on shop space needs and locations. City of Sacramento, CA(2012—present) Keith Leech, Fleet Manager Fleet cost containment and efficiency improvement study for the Department of General Services Department of General Services, whose Fleet Management Division City of Sacramento manages and maintains a fleet of approximately 2,400 units. The 916-808-5869 scope of the project included conducting a cost of service analysis KLeech@cityofsacramento.org and evaluation of current charge-back rates relative to actual costs; an evaluation of long-term fleet replacement costs and alternative approaches to financing them; an evaluation of fleet-related procurement and services delivery practices; and the determination of optimal replacement cycles for key types of vehicles in the fleet, all aimed at identifying both immediate and long-term cost savings. PROJECT SCHEDULE We anticipate that the draft report associated with this proposed scope of work can be delivered in approximately 12 to 16 weeks of receiving all of the requested data and information or the date of the initial project visit, whichever is later. Our firm has a well- established track record of completing projects on time and within budget. Our large staff of permanent, full-time consultants provides us with unparalleled capacity to meet our client's timeline requirements and to move additional resources as dictated by circumstances. Key determinants of the timetable will be the speed with which the City is able to provide the information and data we will need to conduct the project, the availability of staff to meet with us, and turnaround time for review of draft deliverables. ►yiINI Jew M 10 39 APPENDIX CLIENTS SERVED BY MERCURY ASSOCIATES As befits the largest fleet management-consulting firm in North America, our client list is longer and more diverse than any other firm working in this industry. As the following list indicates, Mercury principals have conducted separate consulting assignments for multiple government jurisdictions in many major metro areas in the U.S. and Canada. CITY GOVERNMENTS Albuquerque • General Services Department Anchorage • Public Works Department ■ Alaska Railroad Atlanta • Fleet Services Gwinnett County Public Services Department Austin ■ Fleet Services • Austin Water System Baltimore • Department of Public Works • Baltimore Efficiency and Economy Foundation Boston a Public Works Department ■ Fire Department ■ Police Department Calgary • Police Services Charlotte 0 Business Support Services Department Mecklenburg County Manager's Office Chicago • Office of Budget and Management Department of Fleet Management Chicago Transit Authority • Chicago Park District Metra • Kane County Village of Buffalo Grove Village of Glenview • City of Naperville Dallas ■ Department of Equipment and Building Services ■ Dallas Fort Worth Airport Authority • City of��Fort Worth 40 • City of Arlington Denver • City of Boulder Department of Public Works City of Arvada Department of Public Works Jefferson County Department of Admin Services Boulder County Department of Public Works Arapahoe County Board of County Commissioners Detroit ■ Department of Transportation City of Dearborn District of Columbia • Board of Supervisors • Department of Public Works Fleet Services Department • Metropolitan Police Department • Water and Sewer Authority • Washington Metropolitan Transit Authority City of Hyattsville, MD • Fairfax County, VA Board of Supervisors Fleet services Department Loudoun County, VA • Dept. of General Services • Public Schools • Transit Montgomery County, MD Fire and Rescue Services Honolulu ■ Department of Public Works • Hawaii Dept. of Business and Economic Development Hawaiian Electric Company Houston • Mayor's Office Department of Finance and Administration Houston Port Authority Harris County • Director of Management Services and Budget • Fleet Services Department • Flood Control District • Precincts 1, 2 and 3 • Department of Social Services • Hospital District Kansas City • Parks and Recreation Commission • Internal Auditor Department of Public Works MR&WIM 41 • Unified Government of Wyandotte County- Kansas City, KS Department of Public Works Las Vegas • Office of the Internal Auditor City of North Las Vegas Dept. of Public Works Los Angeles 0 Office of the Chief Administrative Officer ■ Department of General Services Board of Public Works Department of Water and Power ■ City of Huntington Beach • City of Long Beach Dept. of General Services City of Pasadena ■ City of Redlands • City of Rialto ■ City of San Bernardino Los Angeles County • Department of Public Works • Internal Services Department Los Angeles Metropolitan Transportation Authority • Orange County • General Services Agency • Public Facilities & Resources Department San Bernardino County ■ Southern California Gas Company ■ Southern California Edison UCLA Memphis • Shelby County Department of Public Works Miami/Ft. Lauderdale • Broward County Sheriffs Office • City of Ft. Lauderdale • Jackson Health Care System • Miami-Dade County Water and Sewer Department • Miami-Dade County Transit Milwaukee • Department of Public Works Minneapolis • Department of Public Works Nashville • Nashville-Davidson County Dept. of Public Works Nashville-Davidson Public Schools • Nashville Electric Company New Orleans ■ City Administrative Office • New Orleans Public Service, Inc. ►AIIAILNIu1M 42 New York • Department of Citywide Administrative Services Port Authority of New York and New Jersey Brooklyn Union Gas Company Public Service Electric & Gas Company Orlando • Administrative Services Department Orlando Utilities Commission ■ Orange County Fire and Rescue Philadelphia • Office of Fleet Management Phoenix • Department of Public Works City of Scottsdale Department of Public Works City of Peoria Department of Public Works City of Glendale Department of Public Works Sacramento • California Department of General Services Department of Public Works • Sacramento County St. Louis • St Louis County Office of the County Executive • Metropolitan Water and Sewer District • City of University City Salt Lake City • Department of Public Services Salt Lake County Department of Public Works • University of Utah San Antonio ■ Department of Purchasing and General Services ■ Fleet Operations and Management Department Fire Department San Antonio Water System Bexar County San Diego • Office of the City Manager Water Department • San Diego County Department of Public Works San Jose • Santa Clara County • City of Palo Alto San Francisco • Office of the City Administrator • General Services Agency • Recreation and Park Department • Oakland Port Authority UllRMIN" 43 Seattle/Tacoma • Fleets and Facilities Department ■ Public Utilities Department • City of Tacoma • City of Kent Fire Authority Tampa/St. Petersburg • City of Clearwater Finance Department • City of Largo Public Works Department • City of Tampa Department of Public Works • Hillsborough County • Office of the County Administrator • Fleet Management Department • Pinellas County • Office of the County Administrator • Fleet Management Department • Sarasota County Toronto, ON ■ Fleet Services Vancouver, BC • Fire Department ■ Metro Palm Springs • City of Port Moody In addition to local government organizations, Mercury has served a diversity of other clients as summarized in the tables below: STATE GOVERNMENTS • Alabama • Illinois • Oregon • Alaska • Iowa • Pennsylvania • Arizona • Michigan • Rhode Island • California • Minnesota • South Carolina • Colorado • Missouri • Tennessee • Connecticut • Nevada • Texas • Delaware • New Jersey • Utah • District of • New Mexico • Virginia Columbia • New York • Virgin Islands • Florida • North Carolina • Washington • Georgia • Ohio • Wisconsin • Hawaii FEDERAL AGENCIES • Defense Logistics Agency • Department of Agriculture — Natural Resources Conservation Service • Department of Defense Headquarters • Department of Defense — US Marine Corps 1Vl 44 FEDERAL AGENCIES • Department of Energy — Idaho National Lab • Department of Energy — Bonneville Power Administration • Department of Homeland Security Headquarters (DHS) • DHS — Immigration and Customs Enforcement • DHS — Customs & Border Protection • Department of the Interior — National Park Service • Department of the Interior — US Fish & Wildlife Service • Department of State • Department of Transportation • Department of Veteran's Affairs • General Services Administration • NASA Headquarters • NASA Kennedy Space Center • NASA Langley Air Research Center • Smithsonian Institution • US Postal Service — Office of Inspector General PRIVATE COMPANIES • 3M • Intel • 4Sight Technologies • Johnson and Johnson • Absolute Service, Inc. • Kofola • Air Products • Laidlaw Education Services • ALLETE • Mathews International • Alyeska Pipeline Service Company • Mulzer Crushed Stone • ARAMARK • National Express Corporation • AT&T • New Pig Corporation • Automotive Information Network • The Nielsen Company • Bedminster Capital • Nutramax Laboratories • Bell Canada • Polaris Wireless • Benchmark Assisted Living • Praxair • Biogen • Pricelock • BP Alaska • Pridemark Ambulance • Bracco Diagnostics • Quanta Services • Britt Hunt Company • Schindler Elevator • Burlington Northern Santa Fe • Schneider Electric Railway ■ Shell Canada • Cartesian Capital Group • Siemens Medical Systems • Chrome Systems • Skookum Contract Services • CITGO • Source American (formerly NISH) • Coinmach Services • Spencer Task Ventures • Comme-it-Faut • Sprint • Community EMS • Starbucks • Computer Sciences Corporation • St. Leonard's Assisted Living • Conoco-Phillips • Suncor Energy ►'�lla���l�l�+`f 45 PRIVATE COMPANIES • Cox Enterprises • Symyx Technologies • EMD Serono • Terra Renewal • ExxonMobil • Time-Warner • Fleet Lease Disposal • Tillery Capital • Flint Hill Resources • Toyota Tsusho • Genentech • Transportation Concepts, Inc. • GlaxoSmithKline • Walt Disney World Company • Hovensa • Whiting Oil • Honeywell UTILITIES • Aqua America • Miami-Dade Water and Sewer • Austin Water System Dept. • Bonneville Power • Nashville Electric • Boston Water and Sewer • New Orleans Public Service Commission • New York Power Authority ■ Brooklyn Union Gas • Orlando Utility Commission • Citizens Utilities • Pacific Gas & Electric • District of Columbia Water and • Public Service Electric & Gas Sewer Authority • San Antonio Water System • EPCOR • Seattle Public Utilities • Georgia Power • Southern California Edison • Gulf States Utilities • Southern Indiana Gas & Electric • Hawaiian Electric • Tacoma Public Utilities • Hoosier Energy • UGI Utilities • Los Angeles Dept. of Water and Power UNIVERSITIES • Cal Poly, San Luis Obispo • Duke University • McMaster University (Toronto) • Miami University of Ohio • Sam Houston State University • The State of Oregon higher education system (7 institutions) • The State of South Carolina higher education system (10 institutions) • The State of Utah higher education system (9 universities and colleges) • The University of Alabama • The University of Alaska at Anchorage, Fairbanks and Southeast • The University of Arkansas • The University of Iowa • The University of Massachusetts • The University of Western Ontario ALUMlim 46 UNIVERSITIES • The University of Wisconsin • UCLA AMMIN" 47 EXHIBIT "B" SCHEDULE OF COMPENSATION Contractor shall be compensated for incurred costs, up to the not to exceed budget allowance for each task as identified in the following Table. Payments may be made monthly upon submittal of an invoice documenting costs incurred and deliverables completed, subject to review and approval by the Contract Officer. Total Task Description Hours Fees 1 Assess Fleet Practices 156 $35,100 2 Update Work Order System 128 $28,800 3 Develop Cost Charge-back System 70 $13,950 Totals 354 $77,850 Total maximum contract payment shall not exceed $77,850. 710669.1 48 EXHIBIT "C" SCHEDULE OF PERFORMANCE Contractor shall complete all services and submit required deliverables within 16 weeks after receipt of all requested City data. 720669.1 49