HomeMy WebLinkAboutItem 4.2 - 3174 Procure America Contract Approval
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STAFF REPORT
CITY COUNCIL
DATE: April 21, 2020
TO: Honorable Mayor and City Councilmembers
FROM:
Linda Smith, City Manager
SUBJECT:
Consulting Services Agreement with Procure America for Business
Intelligence Services
Prepared by: John Stefanski, Assistant to the City Manager
EXECUTIVE SUMMARY:
The City Council will consider approval of a consulting services agreement with Procure
America for business intelligence services. Under the agreement, Procure America will
audit several categories of the City’s business-related expenses to identify potential cost
savings.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a Consulting Services Agreement with Procure
America for Business Intelligence Services.
FINANCIAL IMPACT:
There is no net financial impact associated with executing the agreement.
The City will pay Procure America fees at a percentage rate of 30% of cost
savings/refunds actualized, per audit review for 60 consecutive months. In the instance
where no cost savings or refunds are obtained, then Procure America will receive no
compensation for services rendered. This item is being brought to the City Council for
approval in the instance the fees for service surpass the City Manager’s signing
authority of $45,000.
DESCRIPTION:
Procure America provides government agencies with business intelligent services to
identify cost savings in indirect expense categories such as facility utilities, document
management (copier maintenance), telecommunications (voice, data, mobile), treasury
(credit card processing fees), and waste and recycling services. Procure America
achieves savings for agencies by having their teams of subject matter experts review
and analyze the billing rates and contracts for services in these expense catego ries.
Through this process, these teams identify opportunities for savings or alternative
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arrangements for services.
Under this proposed agreement, Procure America will develop an Enterprise Strategic
Plan regarding the short-, medium-, and long-term goals for each expense category.
The development of this plan will include the review of existing agreements for services,
evaluation of current operations, identification of opportunities to adjust needs and
goals, execution of renegotiated contracts, validation of outcomes, and institutional
change management (as needed).
The proposed agreement utilizes a Regional Cooperative Agreement (RCA) entered
into by the County of Orange and Procure America. Under this arrangement, the City
will receive the negotiated terms and conditions of the original RCA. Procure America
has provided these services to many public agencies in California including Contra
Costa County as well as the Cities of Pico Rivera, Santa Ana, Hayward, and Escondido.
Next Steps
Upon approval of this agreement, Staff will work with Procure America to begin the first
phase of analysis of expense categories, utilities and telecommunications.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving a Consulting Services Agreement with Procure America for
Business Intelligence Services
2. Exhibit A to the Resolution: Agreement with Procure America
RESOLUTION NO. XX-20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING A CONSULTING SERVICES AGREEMENT WITH PROCURE AMERICA
FOR BUSINESS INTELLIGENCE SERVICES
WHEREAS, the City of Dublin strives to be a good steward of public monies by
operating in an efficient and effective manner; and
WHEREAS, Procure America assists agencies by analyzing existing bills and
contracts to identify potential savings in expense categories for utilities,
telecommunications, document management, waste and recycling, and treasury
services; and
WHEREAS, Procure America will conduct these analyses for free and will only
charge a fee based off of a percentage of the total amount of savings actualized; and
WHEREAS, the City anticipates this work may result in a cost savings to the City
for which the fee to Procure America may exceed the City Manager’s contract signing
authority.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of
Dublin does hereby approve a Consulting Services Agreement with Procure America for
Business Intelligence Services, as attached hereto as Exhibit A to this Resolution; and,
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement, attached hereto, and may any necessary, non-substantive changes to carry
out the intent of this Resolution.
PASSED, APPROVED AND ADOPTED this 21st day of April 2020, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
________________________________
City Clerk
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
Procure America Inc. for Business Intelligence Services Page 1 of 13
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
PROCURE AMERICA, INC. FOR BUSINESS INTELLIGENCE SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and
Procure America, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of May 1, 2020
(the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on April 30, 2025, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Consultant and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Consultant for the provision of the serves described in Exhibit A does not increase. None
of the foregoing shall affect the City’s right to terminate the Agreement as provided for in
Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. There will be no up-front fees and Consultant shall only be
compensated as set forth in Exhibit B for work performed in accordance with Exhibit A. City shall have no
obligation to pay any sum in excess of that specified in Exhibit B, unless authorized by amendment in
accordance with Section 1.1 of this Agreement.
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
Procure America Inc. for Business Intelligence Services Page 2 of 13
In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A,
regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments
specified below shall be the only payments from City to Consultant for services rendered pursuant to this
Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. The Consultant shall submit invoices to City on Consultant’s letterhead. Each
invoice shall have a unique number and shall include, at minimum, the following
information:
a.Consultant’s name and address (as specified in this Agreement)
b.Consultant’s remittance address, if difference from (a.) above
c.Name of City department/contact person
d.Contract or PO number must be reference on all invoices
e.Delivery/Service address
f.Service Date
g.Consultant’s Tax Identification Number (TIN) or Employer’s Identification Number
(EIN)
h.Description of services
i.Total dollar amount of invoice
j.The Consultant’s signature
2.2 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.3 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.4 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.5 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
Procure America Inc. for Business Intelligence Services Page 3 of 13
Section 3. FACILITIES AND EQUIPMENT.Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Consultant shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant
shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in
effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF
THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed
herein for the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for
any and all persons employed directly or indirectly by Consultant. The Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance shall be
provided with limits of not less than $1,000,000 per accident. In the alternative,
Consultant may rely on a self-insurance program to meet these requirements, but
only if the program of self-insurance complies fully with the provisions of the
California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the
Contract Administrator.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the Consultant, its employees,
agents, and subcontractors.
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
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4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall
submit the following:
a.Certificate of Liability Insurance in the amounts specified in the section;
and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $1,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Consultant agrees to obtain any endorsements that may be necessary to
effect this waiver of subrogation.
EXHIBIT A TO THE RESOLUTION
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d. For any claims related to this Agreement or the work hereunder, the
Consultant’s insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall
submit the following:
a.Certificate of Liability Insurance in the amounts specified in the section;
b.Additional Insured Endorsement as required by the section;
c.Waiver of Subrogation Endorsement as required by the section; and
d.Primary Insurance Endorsement as required by the section.
4.3 Professional Liability Insurance.
4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $2,000,000 covering the licensed professionals’ errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least 5 years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of 5 years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
EXHIBIT A TO THE RESOLUTION
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy.
4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall
submit the Certificate of Liability Insurance in the amounts specified in the section.
4.4 All Policies Requirements.
4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Consultant by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Consultant beginning work,
it shall not waive the Consultant’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
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are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached
Exhibit C, which is incorporated herein and made a part of this Agreement.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to, the California Building Code, the Americans with Disabilities Act, and any
copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or
regulation(s) applicable to the performance of the work hereunder shall constitute a breach
of contract.
EXHIBIT A TO THE RESOLUTION
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7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to City that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Consultant under this Agreement.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement upon 30 days’ written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
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agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but are not limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
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those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
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10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the City. If Consultant was an employee,
agent, appointee, or official of the City in the previous 12 months, Consultant warrants that
it did not participate in any manner in the forming of this Agreement. Consultant
understands that, if this Agreement is made in violation of California Government Code
Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to
any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of California Government Code
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the
State of California.
At City’s sole discretion, Consultant may be required to file with the City a Form 700 to
identify and document Consultant’s economic interests, as defined and regulated by the
California Fair Political Practices Commission. If Consultant is required to file a Form 700,
Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and
directions on how to prepare it.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Procure America Inc.
Attn: Fred Armendariz
31103 Rancho Viejo Rd., #D2102
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
Procure America Inc. for Business Intelligence Services Page 12 of 13
San Juan Capistrano, CA 92675
Any written notice to City shall be sent to:
City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568
10.11 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, C, and D represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule
Exhibit C Indemnification
Exhibit D Orange County Regional Cooperative Agreement
10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant
certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of
Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
SIGNATURES ON FOLLOWING PAGE
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and Last revised 04/02/2020
Procure America Inc. for Business Intelligence Services Page 13 of 13
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN PROCURE AMERICA INC.
Linda Smith, City Manager Fred Armendariz, CEO
Attest:
Caroline Soto, City Clerk
Approved as to Form:
City Attorney
3070368.1
EXHIBIT A TO THE RESOLUTION
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit A – Page 1 of 4
EXHIBIT A
SCOPE OF SERVICES
Procure America is the Country’s leading business intelligence firm supporting government agencies with
Enterprise Strategic Plans (ESP) specifically designed to deliver expense reduction and operational efficiency.
With over 2 billion dollars of client expenses under management, our expertise and track record are second to
none in this space. Each of the Procure America’s 6 practice groups: Utilities, Waste & Recycling, Document
Management, Telecommunications, Treasury and Risk Management are staffed with highly experienced
professionals who come directly from the industry in which they practice delivering insight, innovation,
intelligence and results.
In 2019, Procure America was awarded a Regional Cooperative Agreement (OC-RCA 017-19010018) by the
County of Orange, for the services under consideration by City of Dublin. The following Scope of Work mirrors
the OC-RCA in project scope, compensation and mission deliverables. A copy of the Regional Cooperative
Agreement can be found in Exhibit D.
OBJECTIVE
Procure America’s mission objective is to deliver the City of Dublin (Client) an Enterprise Strategic Plan (ESP) to
minimize the City’s utility, telecommunications, document management and treasury costs. Our team of
professionals will use their best efforts to obtain cost savings for the City by analyzing the Client’s policies,
procedures, supplier contracts, inventory of meters and services, equipment, past invoices and other pertinent
information as it relates to the expense categories stated in this proposal.
Procure America cost reviews require minimal staff time, with no disruptions to the City’s daily operations. Our
teams are self-contained with analytics, technology and any resources needed to accomplish the assigned
review as outlined in this proposal.
UTILITIES- Tariff Rate Optimization Study – TROS®
This analysis is unique and highly specialized in that our work is primarily a legal review of tariff rates,
transmission fees and surcharge structures. The study also includes: a forensic legal review of the California
Public Utility Commission's (CPUC) rulings; interpretations and regulations as it applies to commercial and
governmental tariff rate assignments; and how the providers are applying said rates structures to the City.
Further, our team has deep experience in municipal tax code applications and apply this expertise to our client's
various North American Industry Classification System (NAICS) designations in search of exemptions and cost
mitigation opportunities through individual meter rate modeling and other measures.
Procure America conducts TROS® reviews using methods, technology, and human capital that are highly
specialized and proprietary. Procure America staff’s qualifications to conduct a TROS® review requires both a
legal background and operational-engineering experience in order to understand, identify and implement the
most “favorable” CPUC adjudicated rate structures available, and to recognize less than apparent tariff rate
designations and tax mitigation that may benefit our clients.
TELECOMMUNICATIONS COST REVIEW
The Telecommunications Cost Review seeks to reduce the City’s landline voice, data and wireless costs while
maintaining or improving service levels. This detailed and specialized review goes far beyond a typical telecom
bill audit which is focused on identifying past carrier billing errors. Bringing decades of industry experience,
Procure America’s team will review every phone line, circuit and wireless device to identify services that are not
on the most appropriate plan offered by the carrier. Legacy services that can be replaced by more efficient
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit A – Page 2 of 4
technologies will be identified along with specific recommendations to the City. Contract optimization plays a
role in identifying savings opportunities; therefore, we conduct a forensic review of contract terms and compare
to industry best practices, cost model comparisons and governmental program modeling. Our goal is to optimize
the agreement to the Client’s specific goals and needs. Our team has extensive knowledge of public-sector
telecom purchasing contracts and will apply this expertise to identify any contracting vehicles that will benefit the
City of Dublin.
DOCUMENT MANAGEMENT COST REVIEW
While Procure America has experience working with all manufacturers and service providers in the industry
including Xerox, HP, Sharp, Ricoh, Konica and others, we remain completely vendor and hardware neutral. We
have access to databases of vendors, pricing and performance-related metrics providing insight into how
various brands and models perform in different environments. Our process includes establishing the historical
cost and objective assessment of all copier and printer devices, all pages, everywhere throughout the
organization, including scanning and faxing processes. We focus on optimization from the very start of the
assessment through the acquisition, and ultimately the daily management of devices.
In the end, our comprehensive analysis will provide recommendations on print cost reduction and management,
including operation and service enhancements. Procure America will work to develop cost savings strategies to
meet the City's needs, goals, and efficiencies with reduced pricing.
TREASURY COST REVIEW
Procure America specializes in minimizing costs associated with accepting credit cards and other forms of
electronic payment. As vendor neutral experts in the payments industry, we employ a comprehensive strategy
to redirect those fees back to our clients. In contract to belief, pricing is only part of the equation. In order to
minimize the City’s credit card processing costs, Procure America provides very specific pricing and terms to
ensure transactions are clearing at the lowest cost method. Further, our recommendations strive to increase
efficiency and a better, more transparent relationship with your processing vendors. A comprehensive ESP will
be generated with our findings and recommendations will be presented to the City, along with a discussion on
the various options presented to pursue savings. Additionally, we will also advise on methods or emerging
technology that could further reduce costs for the City.
Enterprise Strategic Plan (ESP)
Process:
1. Gathering Historical Data - Procure America will gather and organize historical billing information for all the
City’s utility, telecommunications, document management and treasury (electronic payment processing)
accounts. Where data is not readily available, Procure America will dedicate staff to work with the individual
departments and providers to gather the needed billing information. This process would require limited time from
City staff with the vast majority of the required information available directly to Procure America through online
access with the providers.
2. Tariff Rate Analysis - Procure America analyzes the data accumulated in light of applicable tariffs, statutes,
California Public Utilities Commission (CPUC) decisions and specific rate structures. All utility accounts are
reviewed to determine whether they are being billed correctly, and whether they have been billed appropriately
in the past. Procure America’s analysis includes but is not limited to the investigation of billing calculations,
inappropriate rate schedules, proper metering of services, optional rates, applicability of taxes and surcharges,
baseline and lifeline allowance calculations, meter multipliers, and rules and regulations affecting billing.
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit A – Page 3 of 4
Where the TROS® review starts with the historical aspect of the client’s expenses associated to rate structures,
the more significant and long-term value associated to the study stems from the alternative rates available to the
client moving forward. In the rate modeling component of a TROS® review, the analyst mathematically tests
alternate tariff rates the client is entitled to use per CPUC rules and regulations. These alternative tariffs are
based on a myriad of qualifiers including various industry NAICS codes designations, specific usage rates, load
profiles, technology, 15-minute interval data and other influencers, including the new PG&E Time-of-Use
structures (see section 8 for additional detail). The go-forward cost reduction aspect of the rate modeling
element of a TROS® review has an extended shelf life that will continue for many years into the future.
3. Telecommunications Cost Analysis - Procure America utilizes historical billing information and carrier
Customer Service Records to create a complete and current inventory of all landline voice, data and wireless
services by location. Each account is reviewed to determine if services are being billed correctly per the terms of
the contract and whether they have been billed appropriately in the past. Procure America’s analysis includes a
review of monthly recurring costs, usage charges, equipment charges, feature charges and the applicability of
taxes and surcharges.
Opportunities to reduce ongoing costs with improved carrier pricing or by utilizing available purchasing contracts
are identified. Based on line-by-line usage studies, Procure America will recommend the most cost-effective
carrier plans for each phone line, circuit and wireless device. Usage reports, dial studies and data traffic studies
are used to identify phone lines, circuits and wireless devices that appear to be unused and may no longer be
needed.
4. Document Management Cost Analysis – Procure America’s team will gather information from the City and
from the City's vendors including service history information for the past months, purchase and/or lease
information and service contract information. Thereafter, we will assess the current pricing, printing, copying,
scanning and faxing environment to provide recommendations related to the deployment of devices, policies,
and procedures in order to obtain the advantages of a more streamlined and efficient document output fleet for
the City. Procure America will also obtain data from the devices, interview key personnel, conduct a site visit to
couple equipment with location, review service histories and supply pricing to establish cost and service
benchmarking. A complete equipment list of inventory, establishing a baseline in pricing and the detailed print
environment will be complied into a report with recommendations on print cost reduction and management. This
detailed ESP includes an Excel file with a comprehensive cost analysis report at the individual asset level for all
devices including all costs of operation for hardware/software, service, and supplies (ink/toner).
Our analysis may recommend the City conducts a Request for Proposal (RFP) for Managed Print Services. If
so, Procure America will work with the City's staff to develop the RFP specifications and assist writing the RFP,
aligning the overall strategy and goals of the City. Procure America will assist the City evaluating the technical
specifications of various models, advise on the selection of devices and ultimately awarding the contract for
equipment, supplies and services specific to optimize the City’s document management needs.
5. Treasury Cost Analysis – After a preliminary review of 4 months of recent processing statements, we will
request a call with the City’s designated staff member(s) to get a deep understanding of Interchange and
Interchange Compliance, as well as all the alternative models that could work given the City’s needs.
Thereafter, we will do our analysis to
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit A – Page 4 of 4
deliver a savings strategy by reducing fees associated with accepting credit, debit and other forms of electronic
payment. A comprehensive report will be generated with our findings and recommendations will be presented to
the City of Dublin.
Based on our analysis will work with the City to determine if remaining with the existing processor (our
preference), consolidating to one of the existing processors (if there are multiple providers) or if selecting an
alternative trusted vendor is the best course to achieve cost savings. Thereafter, Procure America can either
negotiate on behalf of the City or advise the City on how to drive price and operations toward the desired
targets.
6. Report Submission - The ESP reports will summarize the results of the Telecommunications, Document
Management, Treasury and TROS® reviews. The reports will contain an explanation of legal grounds for all
refunds and cost reduction opportunities identified for each account, including calculations of the estimated
savings and refunds expected to be achieved.
7. Implementation of Changes/Recovery of Refunds - Procure America takes all necessary steps to
implement the City’s approved recommended changes and collect refunds for past billing errors. This work
includes preparing documentation supporting Procure America’s recommended rate applications and if
necessary, communicating or meeting with provider personnel to discuss each request. No involvement is
required by City staff other than in an advisory capacity and for final approval.
ESP DELIVERABLES
1. Analysis of historical usage data on all reviewed accounts
2. Legal and performance review of Power Purchase Agreements (PPA)
3. Complete inventory of all telecommunications services, hardware and phonelines
4. Complete inventory of all print management devices by location
5. Strategic go-forward findings report with recommendations to reduce costs
6.Implement all City approved recommendations
7. Evaluate any requests denied by utility provider and appeal to CPUC if appropriate and approved by the
Client
8. Direct communication with carriers to confirm proper implementation
9. Work on behalf or advise the City on merchant account recommendations
10. Document and collect refunds for past overcharges
11. Monthly auditing of vendor invoices to verify cost reduction
12. Ongoing cost reduction review
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit B – Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
Procure America’s compensation proposal to the City is 100% contingency based. The ESP report will
document the Established Rates and specific recommendations for cost reduction and outline the methodology
used. If the City elects to proceed with any or all of the recommendations as set forth in the ESP report.
City will pay fees at the following percentage rate of cost savings/refunds, per audit review, after City approves
and receives Consultant recommendations in accordance with the provisions of this Agreement.
•30% of actual cost recovered for each month in the targeted expense category(s), for sixty (60)
consecutive months.
Consulting Services Agreement between City of Dublin and
Procure America Inc. for Business Intelligence Services
Last revised 04/02/2020
Exhibit C – Page 1 of 1
EXHIBIT C
INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers,
elected officials, employees, agents and volunteers from and against any and all liability, loss, damage,
claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation)
(collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the
services called for or its failure to comply with any of its obligations contained in this Agreement, except
such Liability caused by the sole negligence or willful misconduct of City.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
inability to evaluate Liability or because the Consultant evaluates Liability and determines that the
Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any
claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense
and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due
the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the claim or suit for damages, or until
the Consultant accepts or rejects the tender of defense, whichever occurs first.
C<HmQ! ojt)range, Count.p E,xecudve (JjJice CostRecovery and Reduction Services Contr4ct: R,CA.-017�19010018 l]roc1tre'A�efiC111,,Inc.
l 1. Child SupJ)ort i;:ntorCcement ��quircmenti;: Contra9tor certifies n1s in full toinpUartce with allappriqabJe fiederal, � state reporting requlrerneqts regarding its ernployee5and with all lawfully �erred Wage and Earnfogs Assignment Orders and Notices of Assignmerits andwiU continue to be in coropUance thr9ughout 1P� tei;m of.the .OoJltract with the Corutt.y. of,orange .. Failure to comply shall cQnstitute a rnateriaLbr¢ach. of the Contract and failure to cure such breach within 60 calenciar days. ofnotice ,frc>1n th¢County shall constitute grounds fotterininatfo11 ofilie •. Contract.
12.ownership of Oocuments: The. Court� has permaite�t ownership Qf all dltectly coruiected ap(ideri\o'ative materials produced under thisG011tracthy tbe Contract9r .. All d9cu�nents, repgrtsandnther Incidental Qt d�rivatiye work <>r.mat,erials fru11ished t.e.-ew1der sball ge99rne and remafns thesole property Qf the County (1114 m!Iy pe ll§ecl, PY t\l.e C<>unty as it lnay require withoµt ad4itiopal�ost tp the C:0µ11tx. Nolle of tl.1e. qqcu.ments, repqrts ail4 <>ther foci<fer,taJ m-derivative WQrk 9tfuraj$becl. inaterials sh.a! I .. ge • \/-sec!, QY the Contraetor without tbe express written eon;sent of theGPUAl)'i
ll Da,ta - TltJe; To: All Ul{lJed�ls, dOCl!Iil¢ll�S. d.ata or infqrrnadon. Qbtained from the Counw data f'jles Qrany Qpunty me4iurn furpJshed to the Contractodn the performance Cir this contract WiU at :i.ll. times .. 1:en1aiu fu�. prqpe� ()f' lhe . Co\lnty. guch data or .. information n1ay not lie used 6rcqpiedfor dire¢t pr 111d,irect u!e by·. the9mtractor after co111pletion or tert11U1atfo11 of this ?ontraet without the express written consent oflhc. County. All rrtat�rialsrdocurnents, data Qr hiforrttation, including copies, mustbe returned to the County .lit tlie end of this Gontra¢t.
14.Publication: . �ti co�ies of ske!ches, schedu.Ies, \'yritten �ocwnerits! c9fuputer q�sed �ta,phot()gtaphsl niaps or !¥�phs, Juclu�i�ggrap.hic art \\'Ork� resulJin� from. Pefforrn;tqqe or preP.!!tedin porinectio1t W,ith this Co�tract;. are t9. be reiea.scd PY Cpnti:1!,ctor @g/-pr imyoµe aetj11g µnqef th.esqpervjsjcm of Con)taqtor 't(), �lly pi!):!lQO; partµership, epmpiny, c9i:pprati9p, Qf, ,agt1ncy, w1U19µtpriprwniten .!lPPl'.QYal by the ('.!o\lnty, e:-ccept !lS Jlt'!gess�ry for th� pert1;>r(�ance P[ we serviC¢S pfthj.s C,ontrac;t. Ail press coµt11,ct.s, .. inc14dfp.g gnJPhi� !;ti.splatlnfprmali()n tp b.e pqblished innewspapers,.magazines •. etc.�.arn to• be adroip.illtered only afterCQ.ruttY 11,pprov.al.
ts. Ertprs and ()pdsstons: . All. report�; files. and .ot�er.di,eume�ts prepared and $�bll1itted. byContractor shall be �on1Rlete. and . shall . be carefllllY checke(I, by. the prof e�sfonal(s) ide�dfi�d . by CQntJ;actor as Project Mana�ct and key personnel a«ache� l1etcto, prior to submission to the Corutty. Contractbr agrees that County review is discretionai-y and Contractor shall not assume that the CoU11ty ,vin discfrver errors arid/or omissioris. If the Cotuity discovers any errors or Omissiohs priorto approvirig;Coritracfor's repprts, files and other written documents, the .reports. files or docuinerits win be returned to Contractor for correcHon, Shoutd the County or others discqver errors or omissiohs in the repprts, files or pther written do9U([!Cnts sµllmittecl 1:>y the Contractpr .after Cpunty approval th�reof, County approval of Contractor's report;s, files pr docµments sllall not be used as a clefense by Contractor in any action betwe_en the Cowtty and Cont,r11ctor" �d the reports, files Qr documents will be returned to Contractor for correction,
16.News/lQ(Qrmation Release: The Contractor agreestbati� will not issue any news releases ormake any·contactwith the media in COllllCCtion With either the award ofthis Gontract.or.a:nrsub.sequent amendment of; or effo.rt under this·Contract, Contractors n1ust first obtain review andapproval ofsaidnews media contact from the County thfaugh the {;ouno/ DPA. An:y r�qtiestsforinterviews or information received by the media should be ref erred directly to the County.Contractors are n6t authorized fo serve as a 1nedia spokespersoris for County projects without firstobtaining.permission from the CoUnty�
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