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RESOLUTION NO. 86 175
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
2 EXECUTION OF AN AGREEMENT WITH HUGHES, HEISS AND ASSOCIATES,
3 INC., RELATING TO THE CONDUCTING OF A MANAGEMENT AUDIT OF CITY'S
CENTRAL GARAGE DIVISION, PUBLIC WORKS DEPARTMENT.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
5 OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1. The Mayor of the City of San Bernardino is
7 hereby authorized and directed to execute on behalf of said City
8 an Agreement with Hughes, Heiss and Associates, Inc., relating to
9 services to conduct a management audit of City's Central Garage
10 Division, Public Works Department, a copy of which is attached
11 hereto, marked Exhibit "I" and incorporated herein by reference
12 as fully as though set forth at length.
14 adopted by
15 Bernardino
16 22nd
17 wit:
18 AYES:
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I HEREBY CERTIFY that the foregoing resolution was duly
the Mayor and Common Council of the City of San
regular
at an adiourned/ meeting thereof, held on the
day of
, 1986, by the following vote, to
September
Council Members Estrnnn
Hprn.:=annPo7
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R",i 11y
Marks. Ouiel
NAYS:
None
ABSENT:
Council Members Frazier Srrir.k1"'T
~/~#R/
/ City Clerk
The foregoing resolution is hereby approved this c2~AS day
September , 1986.
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1 Approved as to form:
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~~/cV
3 City Attorney
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A G R E E MEN T
(Manaqement Studv - Central Garaqe Division
Public Works Deoartmentl
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5 THIS AGREEMENT is made this ?fL day of !)~ ,
6 1986, between the CITY OF SAN BERNARDINO, hereinafter referred to
7 as "City", and HUGHES, HEISS AND ASSOCIATES, INC., hereinafter
8 referred to as "Consultant".
9 City and Consultant agree as follows:
10 1. Recitals.
11 A. Consultant represents that it possesses all
12 professional qualifications necessary to render the services to
13 the City set forth herein, and City enters into this Agreement in
14 reliance upon Consultant's express representations in regard
15 thereto.
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B. City issued a request for proposals to conduct
a management audit of City's Central Garage Division of the
Public Works Department, dated July 15, 1986, a copy of which is
on file in the City Administrator's Office labeled as Exhibit "A"
and incorporated herein as though fully set forth. City desires
to retain Consultant to perform the management audit.
C. Consultant has submitted its proposal. A copy
of the entire proposal and a letter dated September 10, 1986
amending said proposal are on file in the City Administrator's
Office labeled Exhibit "B" and incorporated herein as though
fully set forth. Consultant represents that it is ready, willing
and able to serve City on the terms and conditions of this
Agreement, and City hereby enters into this Agreement in reliance
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1 upon Consultant's representations concerning its qualifications
2 and capabilities.
3 2. EmploYment of Consultant. City hereby employs
4 Consultant and Consultant agrees to perform the management audit
5 as set forth in Exhibits ftAft and ftBft:, and in accordance with all
6 terms and conditions contained in said exhibits and in this
7 agreement. If there is a conflict between the provisions in said
8 Exhibits and this Agreement, the provisions of the Agreement
9 shall control.
10 3. Personnel. Consultant represents that it has, or
11 will secure at its own expense, all personnel required to perform
12 the services by Consultant called for under this Agreement.
13 Consultant shall at all times be and remain an independent
14 contractor, and such personnel as may be employed by Consultant
15 shall not be employed as agents of City for any purpose.
City will not make available any professional or
clerical services to assist Consultant with the study other than
being available for interviews in the data collection stage and
consultation as necessary to provide general guidance during the
course of the study.
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4. Time of Performance. Consultant shall complete the
management audit and submit the final report within sixteen weeks
(16) following the execution of this Agreement.
5. Compensation. City shall pay to Consultant a sum
not to exceed Thirty-Three Thousand Dollars ($33,000.00) for fees
and expenses, which shall be paid to Consultant in accordance
with Paragraph 6 of this Agreement.
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1 6. Method of Payment. At the conclusion of Task 1,
2 overview of existing vehicle maintenance and management programs
3 and operations, approximately at the end of the fourth week,
Consultant shall bill City no more than thirty percent (30%) of
the total contract price. At the conclusion of the entire
research data analysis and preliminary recommendation,
approximately at the end of the tenth week, Consultant shall bill
City for no more than another thirty percent (30%) of the
balance. Upon acceptance of the final report by the Mayor and
Common Council, Consultant shall bill City for the remaining
amount due. The professional services billed shall be itemized
by the number of hours spent on the management audit by each
member of Consultant's staff performing services under this
Agreement. Expenses shall also be itemized.
7. Consultant's Desianated Reoresentatives. Consultant
designates Mr. Richard Brady as Project Manager. Mr. Brady shall
have authority to act for Consultant in the resolution of all
matters related to the management audit and contract for services
herein.
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8. Warranties of Consultant. Consultant specifically
warrants and represents its skills and expertise to be adequate
and competent for the completion of the assignment hereunder in a
good and professional manner and the representations set forth in
Recitals A and C hereinabove are incorporated in this paragraph
by reference.
9. Assianabilitv. The experience, skill and expertise
of Consultant is of the essence of this Agreement. Consultant
shall not assign (whether by assignment or novation) -this
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1 Agreement or delegate the duties or any right or interest
2 hereunder in whole or in part without the prior written
3 consent of City. Any assignment or attempt to assign this
4 Agreement without such prior written consent or by operation
5 of law shall be void and shall constitute cause for
6 termination.
7 10. Interest of Consultant. Consultant covenants that
8 it presently has no interest and shall not acquire any
9 interest, direct or indirect, which would conflict in any
10 manner or degree with the performance of services required to
11 be performed under this Agreement. Consultant further
12 covenants that in the performance of this Agreement no person
13 having any such conflicting interest shall be employed.
14 11. Findinas Confidential. Any reports, information or
15 data given to or prepared or assembled by Consultant under
16 this Agreement shall not be made available to any individual
17 or organization by Consultant without the prior written
18 approval of city. Any information to be released shall be
19 released only by City, or by Consultant after written approval
20 of such release from City.
21 12. Termination of Contract. Either party shall have
22 the right to terminate this Agreement upon the service of
23 fifteen days advance written notice of such termination to the
24 other party. It is further understood and agreed that should
25 the City terminate this Agreement prior to completion of all
26 work specified herein, the City shall be liable to pay time
27 and expenses for work actually completed as of the date of
28 termination of this Agreement. In that event, all finished
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1 and unfinished documents, data, studies, surveys, drawings and
2 reports or other material prepared by Consultant under this
3 Agreement shall, at the option of city, become its property.
4 14. Hold Harmless. Consultant shall indemnify, defend
5 and hold City and its officers, employees and agents harmless
6 from any claim, loss, cost, damage, demand, expense or
7 liability, including reasonable attorney's fees, to the extent
8 resulting from any intentional or negligent act or omission of
9 Consultant, its partners, agents, employees or sublicensees
10 relating to this Agreement. This indemnity shall not apply to
a claim, suit or action against the City of San Bernardino
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based on alleged infringement of the proprietary rights of the
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13 third party.
14 City shall indemnify, defend and hold Consultant,
its partners, employees, agents, shareholders, representatives
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and affiliates harmless from any claim, loss, cost, damage,
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17 demand, expense and liability, including reasonable attorney's
18 fees, to the extent resulting from any intentional or
19 negligent act or omission of the City of San Bernardino, its
20 officers, agents or employees relating to this Agreement.
21 15. Independent Contractor. In accordance with its
22 status as an independent contractor, Consultant agrees that it
23 will conduct itself consistent with such status; that it shall
24 not represent itself or claim to be an employee of City, or
25 make any claim, demand, or application to or for any right or
26 benefit applicable to an employee of city, including, but not
27 limited to, Worker's Compensation coverage, unemployment
28 insurance benefits, social security coverage, or retirement
membership or benefits.
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Entire Agreement.
This Agreement, including
2 Exhibits "A" and "B", which are incorporated by reference
3 constitutes the entire agreement between the parties.
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Notices.
All notices herein required shall be in
5 writing and delivered in person or sent by certified mail,
6 postage prepaid, addressed as follows:
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Qlly
Consultant
Hughes, Heiss and Associates,
Inc.
675 Mariners Island Blvd.
Suite 108
San Mateo, CA 94404
Time is of the essence with
13 respect to Consultant's performance under this Agreement.
14 IN WITNESS WHEREOF, the parties hereto have executed this
15 Agreement on the date and year first hereinabove written.
City Administrator
City of San Bernardino
300 North "0" Street
San Bernardino, CA 92418
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Time of the Essence.
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17 ATTEST:
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19 ~/A?~A.6
City Clerk
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22 Approved as to form:
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24
~ity Attorney
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CITY OF SAN BERNARDINO
Bjl.f:t .~):Jdu/
Ma r
HUGHES, HEISS AND ASSOCIATES, INC.
By,/~0P~d
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Its_Prlw' ; r" I
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