HomeMy WebLinkAbout1986-096
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RESOLUTION NO. 86 96
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND ARTHUR YOUNG & COMPANY FOR THE COMPLETION OF THE
SECOND PHASE OF A MANAGEMENT AUDIT FOR THE DEPARTMENT OF PARKS,
RECREATION AND COMMUNITY SERVICES.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is
hereby authorized and directed to execute for and on behalf of
said City an Agreement with Arthur Young & Company for the
completion of the Second Phase of a Management Audit for the
Department of Parks, Recreation and Community Services. A copy
of said Agreement is attached hereto as Exhibit ftAft, and
incorporated herein by reference as though fully set forth at
length.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held on the
, 1986, by the following vote, to
rp-'J1l1rlr
17+h
day of
M;'I,rroh
wit:
AYES:
Council Members Estrada. Reilly. Mark" On;"l
Frazier. Strickler
NAYS: None
ABSENT:
ABSTAIN: Council Member Hp.rnAnr.p.7.
None
~~~/
/' City Clerk
The foregoing resolution is hereby approved this / .wi day
of
March
, 1986.
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Approved as to form:
tf~Jff ~
City A orney
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/;,.'?t
A G R E E MEN T
PHASE II
(Management Study - Parks, Recreation and
Community Services Department)
THIS AGREEMENT is made this NL day of W~- ,
1986, between the CITY OF SAN BERNARDINO, hereinaf~r referred to
as "City", and ARTHUR YOUNG & COMPANY, hereinafter referred to as
"Consultant".
City and Consultant agree as follows:
1. Recitals.
A. Consultant has completed a Management Audit of the
Department of Parks, Recreation and Community Services on January
13, 1986. The Mayor and Common Council of the City of San
Bernardino approved the recommendations in the study, and
directed staff to obtain a cost estimate of the second phase
study, hereinafter referred to as "phase II".
B. Phase II shall consist of a staffing analysis of the
entire Department's activities and programs.
C. Consultant has submitted its proposal for Phase II. A
copy of the proposal is on file in the City Administrator's
Office.
2. Employment of Consultant. City hereby employs
Consultant and Consultant agrees to perform phase II of the
Management Audit as set forth in its proposal. If there is a
conflict between the provisions in said proposal and this
agreement, the provisions of the agreement shall control.
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3. Personnel. Consultant represent that it has, or will
2 secure at its own expense, all personnel required to perform the
3 services by Consultant called for under this agreement.
4 Consultant shall at all times be and remain an independent
5 contractor, and such personnel as may be employed by Consultant
6 shall not be employed as agents of City for any purpose.
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4. Time of Performance. Consultant shall complete Phase II
8 and submit the final report within six months following execution
9 of this agreement.
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5. Compensation. City shall pay to Consultant a sum not to
11 exceed Forty-five Thousand Dollars ($45,000) which shall be paid
12 to Consultant in accordance with Paragraph 6 of this agreement.
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6. Method of Payment. Consultant shall bill City on a
14 monthly basis during the six-month term within which Consultant
15 is to complete Phase II. Each monthly billing shall be equal to
16 one-sixth of the contract price ($45,000). However, not until
17 the acceptance of the final report by the Mayor and Common
18 Council shall Consultant bill City for the remaining sixth
19 payment.
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7. Consultant's Designated Representatives. Consultant
21 designates Mr. Nicholas Conway as Project Manager. Mr. Conway
22 shall have authority to act for Consultant in the resolution of
23 all matters related to Phase II of the Management Audit and
24 contract for services herein.
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8. Warranties of Consultant. Consultant specifically
26 warrants and represents its skills and expertise to be adequate
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27 and competent for ,the completion of the assignment hereunder in a
28 good and professional manner and the representations set forth in
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1 Recitals A and C hereinabove are incorporated in this paragraph
2 by reference.
3 9. Assignability. The experience, skill and expertise of
4 Consultant is of the essence of this agreement. Consultant shall
5 not assign (whether by assignment or novation) this agreement or
6 delegate the duties or any right or interest hereunder in whole
7 or in part without the prior written consent of City. Any
8 assignment or attempt to assign this agreement without such prior
9 written consent or by operation of law shall be void and shall
10 constitute cause for termination.
11 10. Interest of Consultant. Consultant covenants that it
12 presently has no interest and shall not acquire any interest,
13 direct or indirect, which would conflict in any manner or degree
14 with the performance of this agreement. No person having any
15 such conflicting interest shall be employed.
16 11. Findings Confidential. Any reports, information or
17 data given to or prepared or assembled by Consultant under this
18 agreement shall not be made available to any individual or
19 organization by Consultant without the prior written approval of
20 City. Any information to be released shall be released only by
21 City, or by Consultant after written approval of such release
22 from City.
23 12. Termination of Contract for Cause. If for any cause
24 Consultant shall fail to fulfill in a timely and proper manner
25 its obligations under this agreement, or if Consultant shall
26 violate any of the covenants, agreements, or stipulations of this
27 agreement, City shall thereupon have the right to terminate this
28 agreement by giving written notice to Consultant of such
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1 termination and specifying the effective date of such
2 termination. In that event, all finished and unfinished
3 documents, data, studies, surveys, drawings and reports or other
4 material prepared by Consultant under this agreement shall, at
5 the option of City, become its property, and Consultant shall be
6 entitled to receive just and equitable compensation for any
7 satisfactory work completed on such documents and other
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9 Notwithstanding the above, Consultant shall not be relieved
10 of liability to City for damages sustained by City by virtue of
11 any breach of this agreement by Consultant, and City may withhold
12 any payments to Consultant for set-off until such time as the
13 exact amount of damages due City from Consultant to City are
14 determined.
15 This agreement may not be terminated if the failure to
16 perform arises from an unforeseeable cause beyond the control and
17 without the fault or negligence of Consultant.
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13. Amendment. Should City require changes in the scope of
19 the services of Consultant to be performed hereunder, such
20 changes, including any corresponding increase or decrease in the
21 amount of Consultant's compensation which shall be mutually
22 agreed upon by City and Consultant, shall be incorporated in this
23 agreement only be written amendments hereto.
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14. Hold Harmless. Consultant shall indemnify, defend and
25 hold City and its officers, employees and agents harmless from
26 any claim, loss, cost, damage, demand, expense or liability,
27 including reasonable attorney's fees, to the extent resulting
28 from any intentional or negligent act or omission of Consultant,
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1 its partners, agents, employees or sublicensees relating to this
2 agreement. This indemnity shall not apply to a claim, suit or
3 action against the City based on alleged infringement of the
4 proprietary rights of the third party.
5 City shall indemnify, defend and hold Consultant, its
6 partners, employees, agents shareholders, representatives and
7 affiliates harmless from any claim, loss, cost, damage, demand,
8 expense and liability, including reasonable attorney's fees, to
9 the extent resulting from any intentional or negligent act or
10 omission of the City, its officers, agents or employees relating
11 to this agreement.
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15. Independent Contractor. In accordance with its status
13 as an independent contractor, Consultant agrees that it will
14 conduct itself consistent with such status1 that it shall not
15 represent itself or claim to be an employee of City, or make any
16 claim, demand, or application to or for any right or benefit
17 applicable to an employee of City, including, but not limited to,
18 Workers' Compensation coverage, unemployment insurance benefits,
19 social security coverage, or retirement membership or benefits.
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16. Entire Agreement. This agreement, including
21 Consultant's proposal, constitutes the entire agreement between
22 the parties.
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17. Notices. All notices herein required shall be in
24 writing and delivered in person or sent by certified mail,
25 postage prepaid, addressed as follows:
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Ci.U
Consultant
City Administrator
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Arthur Young & Company
515 South Flower Street
Los Angeles, CA 90071
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1 IN WITNESS WHEREOF, the parties hereto have executed this
2 agreement on the date and year first hereinabove written.
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ATTEST:
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6 City Clerk
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CITY OF SAN BERNARDINO
By g~r/7d:ro/
Mayor
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ARTHUR YOUNG & COMPANY
By fl~~
ItsJ 61nfifM't.. ~AerNae..
11 Approved as to form:
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13 City ttorney.., ,,.
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