HomeMy WebLinkAbout1992-468
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RESOLUTION NO. 92-468
RESOLUTION OF THE CITY OF SAN BERNARDINO
3 AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE DENNEHEY
GROUP TO PERFORM CONSULTING SERVICES FOR THE PUBLIC SERVICES
4 DEPARTMENT.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1:
The Mayor of the city of San
8 Bernardino is hereby authorized and directed to execute on
9 behalf of said City an agreement with The Dennehey Group to
10 perform consulting services for the Public Services
11 Department, a copy of which is attached hereto marked
12 Exhibit "A" and incorporated herein by reference as fully as
13 though set forth at length.
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SECTION 2:
The authorization to execute the
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above-referenced agreement is rescinded if the parties to
the first amendment to agreement fail to execute it within
sixty (60) days of the passage of this resolution.
I HEREBY CERTIFY that the foregoing resolution was
duly adopted by the Mayor and Common Council of the City of
21 San Bernardino at an r"\I"lor
meeting, thereof, held on
22 the
day of December
21st
, 1992, by the following
23 vote to wit:
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RESOLUTION OF THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE DENNEHEY
GROUP TO PERFORM A CONSULTING SERVICES FOR THE PUBLIC
SERVICES DEPARTMENT.
4 Council Members
5 ESTRADA
AYES NAYS
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ABSTAIN
ABSENT
6 REILLY
7 HERNANDEZ
8 MAUDSLEY
9 MINOR
10 POPE-LUDLAM
11 MILLER
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-4~CitY~
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The foregoing resolution is hereby approved this
day Of~~(''t..\,\,~QJ', 1992.
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Approved as to
form and legal content:
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Res 92-468
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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
This AGREEMENT is made and entered into this \~~ day
ofc0\">...\o:\\'\.'K\o_",- , 199!1, by and between the CITY OF SAN BERNARDINO
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("CITY") and THE DENNEHEY GROUP, a California corporation,
hereinafter referred to as "CONSULTANT."
THE PARTIES AGREE AS FOLLOWS:
1. SCOPE OF SERVICES:
CONSULTANT shall perform a management audit of the
PUBLIC SERVICES DEPARTMENT as specified in the proposal dated
October 21, 1992, a copy of which is attached hereto as Exhibit
"A" and incorporated as though set forth in full.
2. TERMS:
This Agreement shall commence upon execution of this
contract by both parties, and shall remain in full force and
effect for a period of 60 days unless terminated sooner as
provided herein. The City Administrator or designee is
authorized to extend this Agreement for up to 60 additional days
and approve adjustments to the Agreement's program budget within
the amount of this Agreement, as long as either of such
amendments are upon the same terms and conditions as specified
herein.
3. CITY SUPPORT:
CITY shall provide CONSULTANT with documents, and
support services, as specified in Exhibit "A."
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4. CONSULTANT RESPONSIBILITIES:
The CONSULTANT may reasonably rely upon the accuracy of
data provided through the CITY or its agents without independent
4 evaluation. CONSULTANT shall complete the work program described
5 in Exhibit "A." CONSULTANT commits the principal personnel
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listed below to the project for its duration:
CONSULTANT:
Frank F. Nickolson
Senior vice President
The Dennehey Group, Inc.
Nancy Taylor
Taylor-Nelson
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REPLACEMENT OF NAMED PERSONNEL:
12 It has been determined that the individuals named in
13 this Agreement are necessary for the successful performance of
14 this Agreement. No diversion or replacement of these individuals
15 shall be made by CONSULTANT without written consent of the city
16 Administrator or designee, provided that CITY may ratify, in
17 writing, within ten (10) days of diversion or replacement and
18 such ratification shall constitute the consent of CITY required
19 by this clause. If CITY fails to respond to CONSULTANT within
20 ten (10) days of notification by CONSULTANT, said personnel
21 diversion or replacement shall be deemed approved.
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6.
CHANGES/EXTRA SERVICES:
A. Performance of the work specified in the proposal
is made an obligation of CONSULTANT under this Agreement, subject
to any changes made subsequently upon mutual agreement of the
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parties. All such changes shall be incorporated by written
amendments to this Agreement and include any increase or decrease
in the amount of compensation due CONSULTANT for the change in
scope. Any change which has not been so incorporated shall not
be binding on either party.
B. No extra services shall be rendered by CONSULTANT
under this Agreement unless such extra services are authorized,
in writing, by the City Administrator or designee prior to
performance of such work.
C. Any extra services which cause the total cost of
CONSULTANT's services to exceed the amount this Agreement must be
approved by the Mayor and Common Council of the city.
7. COMPENSATION:
A. During the term of this Agreement, CITY shall pay
CONSULTANT, for each completed deliverable, the fixed, not-to-
exceed fees described on Page 6 of Exhibit "A." Said
compensation shall be considered full and complete reimbursement
for all of CONSULTANT's costs associated with the services
provided hereunder. The maximum compensation for services,
including all CONSULTANT's costs, under the terms of this
Agreement, shall not exceed fifteen thousand dollars ($15,000).
B. Said compensation shall not be altered unless
there is significant alteration in the scope, complexity or
character of the work to be performed. Any such significant
alteration shall be agreed upon, in writing, by the City
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Administrator and CONSULTANT before commencement of performance
of such significant alteration by CONSULTANT.
Any adjustment of the total cost of services will
only be permitted when the CONSULTANT establishes and city
Administrator has agreed, in writing, that there has been, or is
to be, a significant change in:
1) Scope, complexity, or character of the
services to be performed;
2) Conditions under which the work is required
to be performed; and/or,
3) Duration of work, if the change from the time
period specified in the Agreement for
Completion of the work warrants such
adjustment.
Any such adjustment which causes the total cost of
CONSULTANT's services to exceed the amount of this
Agreement must be approved by the Mayor and Common Council.
8. PAYMENT:
A. The billings for all services rendered pursuant to
this Agreement shall be submitted by CONSULTANT to the city
Administrator or designee, based on Item 7, Compensation, above,
and in the manner and form as prescribed by the City
Administrator. Deliverables as specified in Exhibit "A" shall be
completed prior to each payment and prior to final payment.
B. Should litigation be necessary to enforce any term
or provision of this Agreement, or to collect any portion of the
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amount payable under this Agreement, than all litigation and
collection expenses, witness fees and court costs, and attorney's
fees shall be paid to the prevailing party.
9. RIGHT TO AUDIT:
The CITY or any of its duly authorized representatives
shall have access to any books, documents, paper and records of
the CONSULTANT and/or its subcontractors which are pertinent to
the specific program hereunder for the purpose of making an
audit, an examination, excerpts and transcriptions. All books,
records and supporting detail shall be retained for a period of
five (5) years after the expiration of this Agreement, or any
extension thereof, or for any longer period of time as
required by law.
10. COMPLIANCE WITH CIVIL RIGHTS LAWS:
CONSULTANT or any subcontractor of CONSULTANT shall not
discriminate in its recruiting, hiring, promotion, demotion or
termination practices on the basis of race, religious creed,
color, national origin, ancestry, sex, age or physical handicap
in the performance of this Agreement and shall comply with the
provisions of the State Fair Employment Practices Act as set
forth in Part 4.5 of the Division 2 of the California Labor Code,
the Federal civil Rights Act of 1964, as set forth in Public law
88-352, and all amendments thereto; Executive Order 11246; and,
all administrative rules and regulations issued pursuant to such
acts and order.
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1 11. TERMINATION OF AGREEMENT:
2 A. This agreement may be terminated by either party
3 upon thirty (30) days' written notice in the event of substantial
4 failure of the other party to perform in accordance with the
5 terms of this Agreement. Each party shall have twenty (20) days
6 following date of such notice within which to correct the
7 substantial failure giving rise to such notice. In the event of
8 termination of this Agreement, CITY shall within thirty (30) days
9 pay CONSULTANT for all fees, charges and services performed to
10 CITY's satisfaction by CONSULTANT, which finding of satisfaction
11 shall not be unreasonably withheld. CONSULTANT hereby covenants
12 and agrees that upon termination of this Agreement for any
13 reason, CONSULTANT will preserve and make immediately available
14 to CITY, or its designated representatives, notes, data,
15 correspondence, or records related to work paid for by the CITY
16 and required for its timely completion, and to fully cooperate
17 with CITY so that the work to be accomplished under this
18 Agreement may continue within thirty (30) days of termination.
19 Any subsequent use of such incomplete documents shall be at the
20 sole risk of the CITY and the CITY agrees to hold harmless and
21 indemnify CONSULTANT from any claims, losses, costs, including
22 attorney's fees, and liability arising out of such use.
23 CONSULTANT shall be compensated for such services in accordance
24 with Exhibit "A."
25 B. This Agreement may be terminated for the
26 convenience of the CITY upon thirty (30) days' written notice to
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CONSULTANT. upon such notice, CONSULTANT shall provide work
product to CITY,and CITY shall compensate CONSULTANT for
deliverables completed to date.
C. Following the effective date of termination of
this Agreement pursuant to this section, the Agreement shall
continue until all obligations arising from such termination are
satisfied.
12. CONTINGENCIES:
In the event that, due to causes beyond the control of
and without the fault or negligence of CONSULTANT, CONSULTANT
fails to meet any of its obligations under this Agreement, and
such failure shall not constitute a default in performance, and
the CITY may grant to CONSULTANT such extensions of time and make
other arrangements or additions, excepting any increase in
payment, as may be reasonable under the circumstances. Increases
in payment shall be made only under the "changes" provision of
this Agreement. CONSULTANT shall notify CITY within three (3)
calendar days, in writing, when it becomes aware of any event or
circumstance for which it claims or
may claim an extension.
13. INDEPENDENT CONTRACTOR:
CONSULTANT shall act as an independent contractor in
the performance of the services provided for under this
Agreement. CONSULTANT shall furnish such services in its
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1 own manner and in no respect shall it be considered an agent or
2 employee of the CITY.
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14. ASSIGNMENT OR SUBCONTRACTING:
The CITY agrees that the CONSULTANT may subcontract
with Nancy Taylor, Taylor-Nelson (named in Item 4, above)
assigned by CONSULTANT, except as specifically permitted herein,
without the written consent of the CITY.
Any attempt by
CONSULTANT to assign or subcontract any performance of this
Agreement to any other subcontractor without the written consent
of the CITY shall be null and void and shall constitute a breach
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of this Agreement.
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of this contract.
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The subcontract shall contain all provisions
14 15. NOTICES:
15 All official notices relative to this Agreement shall
16 be in writing and addressed to the following
17 representatives of CONSULTANT and the CITY:
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CONSULTANT
CITY
Mr. Richard J. Dennehey
President
The Dennehey Group, Inc.
4790 Irvine Boulevard
suite 105-173
Irvine, CA 92720
Ms. Shauna Clark
city Administrator
City of San Bernardino
300 North "0" Street
San Bernardino, CA 92402
16. SEVERABILITY:
In the event that any provision herein contained is
held to be invalid, void, or illegal by any court of competent
jurisdiction, the same shall be deemed severable from the
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remainder of this Agreement and shall in no way affect, impair,
or invalidate any other provision contained herein. If any such
provision shall be deemed invalid due to its scope or breadth,
such provision shall be deemed valid to the extent of the scope
or breadth permitted by law.
17. INDEMNITY:
CONSULTANT shall indemnify, defend and hold harmless
CITY from and against any and all claims, demands, suits,
actions, proceedings, judgments, losses, damages, injuries,
penalties, costs, expenses (including attorney's fees) and
liabilities, of, by, or with respect to third parties, which
arise from CONSULTANT's negligent performance of services or from
any Workers' Compensation Claims of any employees, agents, or
subconsultants of CONSULTANT for services performed under this
Agreement. CONSULTANT shall not be responsible for, and CITY
shall indemnify, defend and hold harmless CONSULTANT from and
against, any and all claims, demands, suits, actions,
proceedings, judgments, losses, damages, injuries, penalties,
costs, expenses (including attorney's fees) and liabilities of,
by, or with respect to third parties, which arise solely from the
CITY's negligence. with respect to any and all claims, demands,
suits, actions, proceedings, judgments, losses, damages,
injuries, penalties, costs, expenses (including attorney's fees)
and liabilities of, by, or with respect to third parties, which
arise from the joint or concurrent negligence or Workers'
Compensation claims of CONSULTANT and CITY, each party shall
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assume responsibility in proportion to the degree of its
respective fault.
18. LIABILITY/INSURANCE:
A. CONSULTANT's liability insurance for injury or
damage to persons or property arising out of work for which legal
liability may be found to rest upon CONSULTANT other than for
professional errors and omissions, shall be comprehensive general
liability with a combined single limit of not less than
$1,000,000 per occurrence. For any damage on account of any
error, omission, or other professional negligence, CONSULTANT's
insurance shall be limited in a sum not to exceed $50,000 or
CONSULTANT's fee, whichever is greater.
B. CONSULTANT shall provide evidence of insurance in
the form of a policy of insurance, in which the city of San
Bernardino is named as an additional named insured to the extent
of the coverage required by this Agreement.
19. VALIDITY:
Should any provision herein be found or deemed to be
invalid, this Agreement shall be construed as not containing such
provision, and all other provisions which are otherwise lawful
shall remain in full force and affect, and to this end the
provisions of this Agreement are declared to be severable.
20. ENTIRE AGREEMENT:
This Agreement represents the entire and integrated
agreement between the parties hereto and supersedes all prior and
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1 RE: AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
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contemporaneous negotiations, representations, understanding and
agreements, whether written or oral, with respect to the subject
matter thereof.
This Agreement may be amended only by written
instrument signed by both parties.
Executed this \~ ~
day o~\\..~\\~~~ , 199'), at San
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Bernardino, California.
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ATTEST:
CITY OF SAN BERNARDI
Municipal Corporat' n
~Of Califor 'a
(,,; (c I J_
12 U:} 'v~ CLd_J-te
Ra"dhel Clark
City Clerk
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ichard Denneh
The Dennehey G
Approved as to form
17 and legal content:
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mes F. Penman
ity Attorney
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