HomeMy WebLinkAbout2006-231
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RESOLUTION NO. 2006-231
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A SERVICES
AGREEMENT WITH MANAGEMENT PARTNERS TO CONDUCT A
PROFESSIONAL REVIEW OF THE OPERATION OF ALL CITY DEPARTMENTS
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized and
directed to execute on behalf of said City a Services Agreement with Management Partners, a
copy of which is attached hereto, marked Exhibit "A" and incorporated herein by reference as
though fully set forth at length; and
SECTION 2. That in the event that there are any heretofore unforeseen expenses
associated with this Services Agreement, such unforeseen expenses shall be brought back to the
Mayor and Common Council for approval; and
SECTION 2. That the authorization to execute the above referenced agreement is
rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage
of this resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A SERVICES
AGREEMENT WITH MANAGEMENT PARTNERS TO CONDUCT A
PROFESSIONAL REVIEW OF THE OPERATION OF ALL CITY DEPARTMENTS
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
joint
and Common Council of the City of San Bernardino at a regular meeting thereof, held on the
19th day of June
, 2006, by the following vote, to wit:
Council Members:
AYES NAYS ABSTAIN ABSENT
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X
X
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X
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ESTRADA
BAXTER
MCGINNIS
DERRY
KELLEY
JOHNSON
MC CAMMACK
2006.
~dAJn'l'rJWJW;~~)
City Clerk <l
The foregoing resolution is hereby approved this ~ day of .June
Approved as to Form:
JAMES F. PENMAN,
City Attorney
BY~ 1 f(~
2006-231
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SERVICES AGREEMENT
This agreement is entered into this 19th day of June 2006, by and between
Management Partners, Inc., ("CONSULTANT") and the City of San Bernardino ("CITY" or
"San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is advantageous
and in the best interest of the City of San Bernardino to engage a professional consultant to
conduct a professional audit of the operation of all City departments of the City of San
Bernardino; and
WHEREAS, CONSULTANT possesses the professional skills and ability to provide
said services for the CITY;
NOW, THEREFORE, the parties hereto agree as follows:
I. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
CONSULTANT to conduct an organizational audit of all City departments, as outlined in the
CONSULTANT'S proposal dated April 25, 2006, a copy of which is attached hereto, marked
Exhibit "A" and incorporated herein by reference as though fully set forth at length.
2. COMPENSATION AND EXPENSES.
a. For the service delineated above, CITY shall pay the CONSULTANT
$198,500, payable as follows: Twenty-five percent (25%) due within 30 days of completion of
Activities I and 2; twenty-five percent (25%) due within 30 days of completion of Activities 3
and 4; and fifty percent (50%) due within 30 days of presentation of the final results to the City.
The fee for services will cover all expenses incurred by the CONSULTANT on behalf of the
CITY.
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2006-231
b. No other expenditures made by CONTRACTOR shall be reimbursed by CITY
without the prior written approval of the Mayor.
c. CONSULTANT guarantees that the audit will provide recommendations to the
CITY that in the City Manager's judgment would, if implemented, result in savings to the
CITY of at least $397,000, which is the amount equal to two times the CONSULTANT's
compensation as provided in this agreement. If, at the conclusion of the work, the audit does
not provide recommendations that in the City Manager's judgment would result in the savings
required pursuant to this Section, CONSULTANT's compensation shall be reduced in
accordance with the formula in Part D ofthis Section.
d. If, in the City Manager's judgment, a reduction in CONSULTANT's
compensation is justified by the performance criteria stated in Part C of this Section, the
amount of the reduction in compensation shall equal the CONSULTANT'S total compensation
pursuant to this Agreement, minus the total net savings to the CITY of the recommendations
that in the City Manager's judgment would, if implemented, result in savings.
3. TERM; SEVERABILITY.
The term of this Agreement shall be for a period of eight months, commencing on June
20, 2006, and terminating on February 20, 2007, unless previously modified, amended, or
cancelled by the written mutual consent of the parties.
This Agreement may be terminated at any time by thirty (30) days written notice by
either party. The terms of this contract shall remain in force unless mutually amended. The
duration of this contract may be extended with the written consent of both parties.
4. INDEMNITY.
CONSULTANT shall indemnify, defend and hold harmless the CITY, its officers,
employees and agents (including, without limitation, reasonable costs of defense and
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reasonable attorney's fees) arising out of or related to CITY'S performance of this agreement,
except that such duty to indemnify, defend and hold harmless shall not apply where injury to
person or property is caused by CITY'S willful misconduct or negligence. CITY shall
indemnify, defend and hold harmless the CONSULTANT, its officers, employees and agents
(including, without limitation, reasonable costs of defense and reasonable attorney's fees)
arising out of or related to CONSULTANT'S performance of this Agreement, except that such
duty to indemnify, defend and hold harmless shall not apply where injury to person or property
is caused by CONSULTANT'S willful misconduct or negligence. The costs, salary and
expenses of the City Attorney and members of his office in enforcing this Agreement on behalf
of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph.
5. INSURANCE.
While not restricting or limiting the forgoing, during the term of this Agreement,
CONSULTANT shall maintain in effect policies of comprehensive public, general and
professional liability insurance, in the amount of $1,000,000.00 combined single limit, and
statutory worker's compensation coverage, and shall file copies of said policies with the
CITY'S Risk Manager prior to undertaking any work under this Agreement. CITY shall be set
forth as an additional named insured in each policy of insurance provided hereunder. The
Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any
change or termination in the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
CONSULTANT shall not discriminate on the basis of race, creed, color, religion, sex, physical
handicap, ethnic background or country of origin.
7. INDEPENDENT CONTRACTOR.
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CONSULTANT shall perform work tasks provided by this Agreement but for all intents
and purposes CONSULTANT shall be an independent contractor and not an agent or employee
of the CITY.
8. Notices.
Any notice to be given pursuant to this Agreement shall be deposited with the United
Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
City Manager's Office
300 North "D" Street
San Bernardino, CA 92418
Facsimile (909) 384-5138
TO THE CONSULTANT:
Gerald E. Newfarmer
Management Partners
2107 N. First Street, Suite 470
San Jose, CA 95131
9.
ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees"
for the purposes of this paragraph.
10.
ASSIGNMENT
CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's
prior written consent. Any attempted assigoment, transfer, subletting or encumbrance shall be
void and shall constitute a breach of this Agreement and cause for the termination of this
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Agreement. Regardless of CITY's consent, no subletting or assignment shall release
CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
performed by CONSULTANT hereunder for the term of this agreement.
11. GOVERNING LAW
This guarantee shall be governed by and construed and interpreted in accordance with
the laws of the State of California without regard to principles of conflicts oflaw.
12. VENUE
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California
The aforementioned choice of venue is intended by the parties to be the mandatory and not
permissive in nature.
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2006-231
SERVICES AGREEMENT
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date first above written.
Date: June '?:,D, 2006
Date: June .;tI ~ 2006
ATTEST:
K~CJtJJJu
Ra12~~~~~~~~&A1)) ~
APPROVED AS TO FORM:
James F. Penman, City Attorney
1f~
By:
Gerald E. Newt: er
City of San Bernardino
BY:~~~
Patrie ~ Morris, ayor
6
01/18/2006 0625 FAX 5137459219
THE HAUSER GROUP
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A.CJJlJI). CERTIFICATE OF LIABILITY INSURANCE Oft ID}~~ DAT.,MWDOIYTT't'l
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PIlOOUC~" THIS CERTIFICATe ISI$SUED AS A MATTER OF INFDRMATIO~
O~LY AND CO~FERS ~O RIGHTS UPON THI! CERTIFICATE
TO RAusa GROllP HOLDER. THIS CERT1FICATE DOES NOT AMEND, EllTE~D OR
8360 Ho~thcr..k Dr. Suih 200 ALTER THE COVl'RAOE AfFORDED BY THE POLICIES BELOW.
Cincinnati OM 45~36
phone, 513-745-9200 Pax,513-745-'2~~ I~SURERS AFFORDI~G cOVERAGE HAIC.
tN!iURED lNSUPlEAI.: The H"r~fo;rd 22357
INSURER a:
MAn"!!:itt P"r~n.r., rne. INSl,/RaR c:
GeJa _.vtarmer
11 0 ad~son Road t<<3U1W1D:
C Dcinnati OR 4S~O'
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COVERAGES
THE POLICIES OF INSURANCE LISTED "..OW 1otA.Vi. BEEN ISSUED TO"JlolI1: INSUIIIED NAMED ABOW 1I0P!. THI!: P'OL.fCV PERIOD lNOICATED. NOTWI'tHSTAAOJNG
ANY ft~QUlNMENT. 'TERN OR cotfJITION OF A.NvCONTRACT OR 01ll&R DOeUt.f;ENT WllM M!lli'ECf TO WHICH THIS ~FC"'TE MAY BE IGGUIiD OR
MAY PERTAIN, THE lN$lJIU,NCE AF,OADED IVT"" POLICIES ClESCRI8ED l-lI:RI;:IN 19 SU8J~T TO ALL THE -rr:MtS, ElCCLUSIONS AND COt.lDfTlONS 0': SUCk
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DFFICI!RiM''''ER QCClIJDED'7 Ii!.L DISEASE. EA'MPLOYI!I: 5
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DiICIVTION OF OPlAATIONS IlOCA110NSI VEtlCLI:& I EXCLU5IONS ADDI!!D BY rNDOMCMIHT r .~aAL PRovrtlOWG
The City of San 8.rDa~dino il 1l.~.4 .. Additional In8ured .e r.Kp.c~. to
1iabi1ity with reg.rd. to Ho~l aper.cion. gf the ..-ad %D8ure4.
City of S.n Be=arclino
300 Nor~h D Street
San 8ernardino CA 92418
CANCELLATION
SANBDH tHOUl.D Alf't OF THE ABOVE mCRlHD POUCIES BE CANe!LL.l:D BfIIORETHE EXNU.TIOH
DATI. THEltlOF. THE lSSUlNClINSUlIl'1t WILL INDfAVOR 10 ~ ~ DA.,e wRfT'TI!N
NOTICE to THE CIRTlFlCAn HO\..Df.'" NNCD TOTHI.l!n. auf PAlI.I,lItE TD DO SO SHALL
IIIP0r5I1 NO OIl.IGAJlON OR LIA8t1.IlY OF AJt( KJND UPON THE INSlJRElt.lTS AGENTS OR
.IPMUNTAl1VIES.
AurMOftIZm ~"I'l:IS.NTATIY
The Hauser (.;1:0
CI!ItTIPICA TE HOLDER
ACOItO 25 (2001108)