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HomeMy WebLinkAbout14-Personnel CITY OF SAN IN!R""QlNO - REQUEST ~R COUNCIL ACTION 4i: H From: Gordon R. Johnsou C"'- ..t)~\!l. Off. Subject: Resolution of the City of San l'.t v. _. Bernardino authorizing the execution of Personnel _ \ij1 -I(} ~\ '3: 31 an agreement with Filarsky and Watt for ~~. consulting services related labor March 7, 1989 relations matters Dept: Dete: Synopsis of Previous Council ection: None Recommended motion: Adopt resolution. ~;P C2L- . Sign6e Contect person: Phone: Supporting deta etteched: Werd: FUNDING REQUIREMENTS: Amount: So\irce : Flnence: Council Notes: GRJ : j r ":lID. lOa ~u ~ITY' OF SAN _RN"'DINO - REQUEST ~R COUNCIL ACTION STAFF REPORT At the direction of the Common Council, on January 18, 1989, Mayor Wilcox gave the firm of Richards, Watson & Gershon formal notice that their agreement to provide labor relations consulting services to the City would be terminated effective 30 days later. At its January 26, 1989, meeting, the Council Personnel Committee requested that staff prepare and mail out an RFP to locate a new Chief Negotiator. At its February 23, 1989, meeting, the Personnel Committee reviewed the sub- missions of the 8 firms who responded to the RFP.. The Committee selected 5 of these firms for interviews which were held on March 2. The firms interviewed include: " 1. Atkinson, Andelson, Loya, Rudd and Romo 2. Best, Best & Kreiger 3. Breon, O'Donnel & Miller 4. Filarsky & Watt 5. Liebert, Cassidy & Frierson The interview panel included Councilmen Tom Minor and Jack Reilly, Phil Arvizo, Jim Robbins, Denice Brue and Gordon Johnson. The panel recommends that steve Filarsky of Filarsky and Watt be appointed Chief Negotiator for this year's negotiations with AFSCME. Background checks have been conducted of some client cities Mr. Filarsky works with. In your packets is a copy of the RFP, Mr. proposal, and a resolution which would authorize execute an agreement with Filarsky and Watt. Filarsky's the Mayor to GRJ : j r 3/8/89 . c o CITY OF SAN BERNARDINO REQUEST FOR PROPOSAL For Chief Negotiating Services INTRODUCTION The City of San Bernardino is seeking a consultant to serve as Chief Negotiator for this year's negotiations with the POlice, Fire and General bargaining units. The General Unit has approximately 550 members, Fire Safety has 160, Police Safety has 240. The Police MOU expired on 12/1/88 and 6/30/89. The Firefighters are working adopted in December, 1988. The City will not discriminate with regard to race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age in the award of contracts. the General Unit MOU expires under a Council Resolution I. SCOPE OF SERVICES Consultant shall with negotiations units: provide the following services in connection with the Fire, General and Police bargaining A. Serve as chief negotiator. B. Representation at meet-and-confer planning and strategy sessions. C. Analysis and costing of employee. organization proposals. D. Drafting of City proposals and maintenance of complete records on all negotiations with each bargaining unit, including notes for each meet and confer session, proposals and counterproposals submitted by each side, plus draft and final MOU language. Such records will be confidential and will be available only to the Consultant and to the City's Mayor, City Administrator, Director of Personnel, or such other persons as he/she may designate. E. Representation at impasse proceedings. F. Advice regarding the implementation of strike planning strategies. (continued) . c o Request for Proposal -- Chief Negotiator Page 2 G. Advice concerning grievances. H. Ensure the availability of a contact source to respond to Personnel Department staff negotiations. (Specify the contact in your proposal). Chief Negotiator as a questions from the City relating to status of name of the principal II. PROPOSAL REQUIREMENTS A. Criteria for Proposal Acceptance All responses to this Request for Proposal become the exclusive property of the City of San Bernardino. Upon receipt of said proposals, the City may select the Consultant from among those submitting proposals. After the Consultant has been selected by the City, the City will negotiate a contract for submission to the Common Council for their consideration and approval. If a satisfactory contract cannot be negotiated, the City may, at its own discretion, begin contract negotiations with the remaining best qualified Consultant as determined by the City. The contract for the provision of the above described negotiating services will be awarded only to a responsible Consultant. The following criteria will be used in evaluating the suitability of a Consultant: 1. Adequacy and availability cal, and support staff contract or the ability required. of for to professional, techni- performance of the obtain such staff as 2. Expertise, prior experience, and professional and technical skills in the field of public sector labor relations with special emphasis given to experience working for California cities and negotiating with Fire, Police and General Employee unions/associations. 3. Adequacy of the Consultant's financial resources, organization, and administrative ability to carry out the provisions of the contract. 4. Reasonableness of cost as compared with the level of services to be provided. 5. Consultant must be an equal opportunity employer. (continued) o o Request for Proposal -- Chief Negotiator Page 3 6. Consultant represents that it has, or will secure at its own expe~se, all personnel required to perform the serv1ces called for under this agreement. Consultant shall at all times be and remain an independent contractor, and such personnel as may be employed by Consultant shall not be employees or agents of the City for any purpose. 7. services of Consultant are to commence as soon as practicable after the execution of this agreement, and shall continue until such time as memoranda of understanding have been executed by the Common Council for the Fire, General and Police bargaining units. 8. Consultant shall not assign (whether by assignment or novation) this agreement or delegate the duties or any right or interest hereunder in whole or in part without the prior written consent of city. Any assignment or attempt to assign this agreement without such prior written consent or by operation of law shall be void and shall constitute cause for termination. B. Contents of Proposal The submitted information in 1, 2, and 3. proposal shall contain the following addition to information required on pages 1. An overall introduction to the proposal, including a statement of the Consultant's understanding of the services. 2. List of all California cities where Consultant has served as Chief Negotiator for Management including dates of service, bargaining units negotiated with, and the name and phone number of a management contact person for each city. 3. Identification of all professionals on staff and other personnel who would be involved in providing services to the city, with a description of their qualifications, and responsibilities related to this RFP. (continued) o o Request for Proposal -- Chief Negotiator Page 4 4. Costs for bargaining and Police providing requested unit basis, for each units. services on a per of the Fire, General 5. The following agreement and the Contract City: (Specify proposal. ) clauses pertaining to a hold harmless insurance coverage will be contained in which the Consultant executes with the that you have or agree to same in your a. HOLD HARMLESS: Consultant shall assume the defense of, indemnify and hold harmless the City from all claims, expenses, damages, and liability of every nature, directly or indirectly arising from, or alleged to have arisen from any operation, act or omission of the Consultant or employees. b. WORKERS' COMPENSATION: Consultant's employees shall be covered by workers' compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services on behalf of contractor and all risks to such persons under this agreement. 6. THE FOLLOWING PROVISION MUST BE A PART OF YOUR BID "Pursuant to the Request for Proposals, conditions on the following pages, and subject to all provisions of the Charter and Ordinances of the City of San Bernardino, the undersigned hereby proposes to furnish to the City of San Bernardino, complete at the prices stated herein, the items or services hereinafter mentioned; and the undersigned further warrants that this bid is genuine and that the Consultant has not in any manner sought by collusion to secure to himself/herself any advantage over other Consultants." 7. In submitting this proposal, the Consultant agrees that he/she will enter into a written contract and furnish the completed work in the time specified, and in strict conformity with the City of San Bernardino specifications therefor, for the prices quoted. 8. Submission of Proposal: be signed with the firm by a corporation must Signature--all quotations must name as indicated. A proposal be signed by a duly authorized (continued) o o Request for Proposal -- Chief Negotiator Page 5 ; officer, employee or agent. 9. Limitations a. All records described above shall property of the City of San Bernardino be used or reproduced in any form explicit permission of the City. b. This request for proposal does not commit the City of San Bernardino to award a contract, to pay any costs incurred in the preparation of a proposal to this request or to procure or contract for services. The City of San Bernardino reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with qualified Consultants, or to cancel in part or in its entirety the request for proposal. The Mayor may require the Consultant selected to participate in negotiations concerning contract price or the nature and extent of technical services to be provided. The results of such negotiations shall be incorporated into the con tract between the City of San Bernardino and the Consultant. be the sole and may not without the 1/31/89 o o FILARSKY & WATT STEVE A. 1"1 LARSKY $I'fARON A. WATT ATTOPtNII!:YS AT LAW 3eOSill ELM AVENUE HA.NJIATTAN BEACH. CALIFORNIA 90286 (2131 545.7825 L.OS ANGELES OFFICE 2See OVERLAND AVENUE 7TH FLOOR L.OS ANGELES, CA aOOe4 (2131 20Z-0ell February 7, 1989 Mr. Gordon R. Johnson Personnel Director City of San Bernardino .300 North "D" Street San Bernardino 92418-0001 Dear Gordon: As a follow up to your letter of February 3, 1989, we are submitting a proposal to serve as labor relations counsel for the City of San Bernardino. 1. It is our understanding that the scope of services is to be as follows: A. Serve as chief negotiator B. Representation at meet-and-confer planning and strategy sessions. C. Analysis and costing of employee organization proposals. D. Drafting of City proposals and maintenance of complete records on all negotiations with each bargaining unit, including notes for each meet and confer session, proposals and counterproposals submitted by each side, plus draft and final MOU language. Such records will be confidential and will be available only to the Consultant and to the City's Mayor, City Administrator, Director of Personnel, or such other persons as he/she may designate. E. Representation at impasse proceedings. F. Advice regarding the implementation of strike planning strategies. G. Advice concerning grievances. H. Ensure the availability of a Chief Negotiator as a contact source to respond to questions from the City Personnel Department staff relating to status of -1- ?.4/.T_h....~_" ... a negotiations. office. I will be the principal contact from our 2. A list of cities where I have served as chief negotiator is appended as Attachment No.1. 3. I would personally perform the required work. My qualifications are set forth in the attached firm resume, Attachment No.2. 4. All services are provided at the hourly rate of $110.00 per hour. 5. We agree to enter a written agreement with the City containing the following language: a. HOLD HARMLESS: Consultant shall assume the defense of, indemnify and hold harmless the City from all claims, expenses, damages, and liability of every nature, directly or indirectly arising from, or alleged to have arisen from any operation, act or omission of the Consultant or employees. b. WORKERS' COMPENSATION: Consultant's employees shall be covered by workers' compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services on behalf of contractor and all risks to such persons under this agreement. 6. Pursuant to the Request for Proposals, and subject to all provisions of the Charter and Ordinances of the City of San Bernardino, the undersigned hereby proposes to furnish to the City of San Bernardino, complete at the prices stated herein, the items or services hereinafter mentioned; and the undersigned further warrants that this bid is genuine and that the consultant has not in an manner sought by collusion to secure to himself/herself any advantage over other consultants. 7. I agree to enter into a written contract and furnish the completed work in the time specified, and in strict conformity with the City of San Bernardino specifications therefor, for the prices quoted. 8. Filarsky & Watt is an equal opportunity employer. 9. Filarsky & Watt represents that it has all personnel required to perform the services called for under this agreement. Filarsky & Watt shall at all times be and remain an independent contractor, and such personnel as may be -2- ?4/.Tnhnc:nn o o employed by Filarsky and Watt shall not be employees or agents of the City for any purpose. 10. Filarsky & Watt agrees not to assign (whether by assignment or novation) this agreement or delegate the duties or any right or interest hereunder in whole or in part without the prior written consent of City. Any assignment or attempt to assign this agreement without such prior written consent or by operation of law shall be void and shall constitute cause for termination. If you have any further questions, please do not hesitate to call. Sincerely, /~rj,~// Steve A. Filarsky Attachments -3- 24/Johnson o o Attachment "A" - List of Cities Baldwin Park 1981 to present POlice, Misc. Ralph Webb, City Manager (818) 960-4011 Buena Park 1986 to present POlice, Fire, Misc. Kevin O'Rourke, City Manager (714) 521-9900 Colton 1986 to present Police, Fire, Misc., Mgmt., Electrical, Police Mgmt. Frank Benest, City Manager (714) 370-5051 Hermosa Beach 1987 to present Police Bob Blackwood, Personnel Director (213) 318-0202 Monterey Park 1984 to present Police, Fire, Misc. Connie Wiggins, Personnel Director (818) 307-1345 Palos Verdes Estates 1988 to present Police Gordon Siebert, City Manager (213) 378-0383 Rialto 1986 Police, Police Mgmt., Misc., Mgmt. Gracie Harmon, Personnel Director (714) 820-2540 Stanton 1982 - 1986 Police Fire Kevin O'Rourke (now in Buena Park) -1- 24/List o 0 South Bay Public Reqional Communications Authority 1987 to Present Teamsters, Misc., Mgmt. Bob Benson, Executive Director (213) 973-1802 Tustin 1988 to Present Police, Misc. Bill Huston, City Manager (714) 544-8890 Vernon 1984 to present Police Bruce Malkenhorst, City Administrator (213) 583-8811 -2- 24/List o o FILARSKY Be WATT STEVE A. F'ILAASI<V SMARON A. WATT ATTORNEYS AT LAW 360a ELM AVENUl!: MANHATl'AN BBACH. CALIFORNIA 9028e (2131 S.S~7e25 LOS "'NGELES O"".CE asse OVERLAND AVENUE 7'" I"L.OOR LOS ANGELES, CA ~ooe4 f2131 .il02-0elll PRACTICE OF THE FIRM: Filarsky & Watt specializes in representing public sector employers statewide in all matters pertaining to employer- employee relations. NEGOTIATIONS EXPERTISE: Mr. Filarsky has served as a chief management-spokesperson in collective bargaining negotiations with law enforcement, fire protection, transit, teacher, and miscellaneous public employee bargaining units. He has represented the following clients in negotiations: City of Baldwin Park City of Buena Park City of Colton City of Fullerton City of Hemet City of Hermosa Beach City of Montebello City of Monterey Park City of Palos Verdes Estates City of Rialto City of Stanton City of Signal Hill South Bay Public Regional Communications Authority City of Tustin City of Vernon William S. Hart Union High School District The agreements negotiated on behalf of these and other employers, depending on the particular philosophy and circumstances of a given agency, have run the gamut from brief understandings limited to benefit items to comprehensive labor-type agreements that define substantially all terms of employment, and through management rights and "zipper" types of clauses, provided protection to management's ability to manage the agency. In addition to conducting negotiations and impasse resolutions for public employers, Mr. Filarsky continually works with cities and counties and other public agencies that employ staff personnel to do their own negotiations. This arrangement has involved all aspects of consultation and related services, -1- 23!Resume " o o including writing initial bargaining proposals, providing training and advice concerning negotiating strategies, and giving general advice when particular problems arise. LEGAL PROCEEDINGS: Mr. Filarsky has represented public employers in administrative hearings before City Councils, Civil Service Commissions, Personnel Commissions, Arbitrators, Equal Employment Opportunity Commission, Fair Employment Practices and Housing Commission, Public Employment Relations Board, and the Unemployment Insurance Appeals Board. He has represented public employers in Superior Court and Court of Appeal proceedings. Examples of such representations, in addition to many of the agencies listed earlier, include: City of Azusa City of Bell City of Bell Gardens City of Brea City of Burbank City of Downey City of Manhattan Beach City of Ontario City of Pismo Beach City of San Jacinto City of Torrance Twin Cities Police Department STRIKES: Mr. Filarsky has developed and implemented strike planning strategies and assisted in strike-related activities for both private and pUblic sector strikes. CODE/ORDINANCE DRAFTING: Mr. Filarsky has prepared personnel ordinances, rules and regulations, and employer-employee resolutions for several municipal clients including: City of Claremont City of Cudahy City of Fullerton City of Garden Grove City of Glendora City of Hemet City of Lynwood City of San Clemente City of Santa Paula City of Signal Hill City of Stanton -2- 23/Resume o o TRAINING: Mr. Filarsky has conducted workshops for employee discipline, performance evaluation, grievance handling, and negotiations for the League of California Cities, California Public Employer Labor Relations Association and many individual clients, . including: City of Azusa City of Baldwin Park City of Burbank City of Carlsbad City of Claremont City of Colton City of Downey City of Fullerton City of Hanford City of Hemet City of Hermosa Beach City of Laguna Beach City of Manhattan Beach City of Norwalk City and County of San Francisco City of San Juan Capistrano City of Signal Hill City of Stanton City of Torrance William S. Hart Union High School District OPERATIONAL PHILOSOPHY: * Mr. Filarsky works with and for the agency and the designated staff and legislative body. His jOb is to provide professional information and advice to assist the agency in determining its policy goals and objectives, which then become his goals and objectives. * Mr. Filarsky believes in carefully organizing for the meet and confer process, with goals and objectives kept well in mind. The negotiating process, as he believes, consists of definable stages, from preparatory activities to the preliminary bargaining phases, the hard bargaining phases, and finally to agreement, impasse procedure or work action. Each . stage of the process requires an organized approach in order to maximize the chances of attaining bargaining objectives. * Mr. Filarsky's philosophy is not one of "Union Busting," but rather one of using a professional approach that seeks to achieve and maintain professional relationships, notwithstanding the adversarial nature of the process. * Mr. Filarsky calls to the attention of his clients that in return for agreeing to competitive benefit -3- 23/Resume - - " o o adjustments, it is reasonable for them to seek to contractually protect and maximize their management discretion to set standards of service and retain the prerogative to direct, assign and stimulate employees to meet them. * Mr. Filarsky sees the conclusion of negotiations ,as the beginning for establishing a constructive employer-employee organization-employee relations structure which requires management training and ongoing involvement with agency management on his part. MR. FILARSKY'S BACKGROUND: Steve Filarsky is a magna cum laude graduate of Loyola University, Los Angeles, with a Bachelor of Arts in Political SCience/public Administration. He received his Juris Doctor, with honors, from Loyola University School of Law, Los Angeles. Prior to becoming an attorney, Mr. Filarsky served as a manager in municipal labor relations and personnel administration with the Cities of Garden Grove and Manhattan Beach. Mr. Filarsky worked as an attorney with the law firm of Paterson & Taggart and was one of five attorneys who split off to form Liebert, Cassidy and Frierson. In January, 1982, Mr. Filarsky started his own practice specializing in public sector employer-employee relations. In March, 1986, Mr. Filarsky and Sharon Watt formed the partnership of Filarsky & Watt. MS. WATT'S BACKGROUND: Sharon Watt received Bachelors of Science and Masters of Science degrees from the University of Southern California and a Juris Doctor degree from Loyola University School of Law in Los Angeles. Ms. Watt has had extensive experience in the area of Personnel and Education Law. She has been an Assistant Principal, Principal and Assistant Superintendent for Personnel for school districts in Southern California. She worked as an attorney with the law firm of Paterson & Taggart and, with Mr. Filarsky, was one of the founding attorneys of Liebert, Cassidy & Frierson. Before forming Filarsky & Watt, she was associated with the firm of Pettit and Martin. In that capacity she trained over 1900 administrators in file building and evaluation for successful discipline. -4- 23/Resume 1 2 3 4 S 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 2S 26 27 28 3/9/89 o o RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH FILARSKY & WATT FOR CONSULTING SERVICES RELATING TO LABOR RELATIONS MATTERS. 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 on behalf of said City an Agreement with Filarsky & Watt for consulting services relating to labor relations matters, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by reference as fully as though 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 day of meeting thereof, held on the , 1989, by the following vote to wit: AYES: Council Members NAYS: ABSENT: city Clerk The foregoing resolution is hereby approved this day of , 1989. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / - 1 - 1 2 3 4 S 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 2S 26 27 3/9/89 28 o o Resolution Authorizing the Execution of Filarsky & Watt for Consulting Services Relations Matters, Cont'd Approved as to form and legal content: Agreement between Relating to Labor EVLYN WILCOX City of San Bernardino - 2 - 10 o o 1 2 AGREEMENT 3 (Negotiations Consultant) THIS AGREEMENT is made and entered into this day of 4 5 , 1989, by and between the CITY OF SAN BERNARDINO, a 6 municipal corporation, hereinafter referred to as "City", and 7 FILARSKY & WATT, ATTORNEYS AT LAW, hereinafter referred to as .8 "Consultant". 9 1. Recitals. A. Consultant represents that it possesses all 11 professional qualifications necessary to render the services to 12 the City set forth herein, and City enters into this agreement in 13 reliance upon Consultant's express representations in regard 14 thereto. 15 B. Ci ty desires to retain Consultant to perform certain 16 labor relations services. 17 2. Scope of Services. Consultant shall provide the following 18 services in connection with negotiations with the General 19 Bargaining Units: 20 21 A. Serving as chief negotiator. 22 strategy sessions. B. Representation at meet-and-confer planning and 23 C. Analysis and costing of employee organization 24 proposals. 25 D. Drafting of City proposals and maintenance of complete 26 records on all negotiations with each bargaining unit, including 27 notes for each meet and confer session, proposals and 28 1 DCR:mw March 9. 1989 10 11 o o 1 2 counterproposals submitted by each side, plus draft and final MOU 3 language. Such records will be confidential and wi1l be 4 available only to the Consultant and to the City's Mayor, City 5 Administrator, Director of Personnel, or such other persons as 6 he/she may designate. 7 8 E. Representation at impasse proceedings. F. Advice regarding the implementation of strike planning 9 strategies. G. Advice concerning grievances. H. Ensure the availability of a chief negotiator as a 12 contact source to respond to questions from the City Personnei 13 Department staff relating to status of negotiations, said 14 negotiator to be STEVE A. FILARSKY. 15 3. Personnel. Consultant represents that it has, or will 16 secure at its own expense, all personnel required to perform the' 17 services by Consultant called for under this agreement. 18 Consultant shall at all times be and remain an independent 19 contractor, and such personnel as may be employed by Consultant 20 shall not be employees or agents of City for any purpose. 21 4. Professional to Provide Services. Work required hereunder 22 shall be personally performed by STEVE A. FILARSKY. 23 5. Equal Opportunity Employer. Consultant represents that it 24 is an equal opportunity employer and that it does not and shall 25 not discriminate against any employee or applicant for 26 employment because of race, age, religious creed, color, sex, 27 sexual preference, national origin, ancestry, physical handicap 28 2 DCR:mw M~r~h Q_ lQAQ o o 1 2 or marital status. 3 6. Time of Performance. Services of Consultant are to 4 commence as soon as practicable after the execution of this 5 agreement, and shall continue until such time as memoranda of 6 understanding have been executed by the Mayor and Common Council 7 and the Bargaining Unit. Consultant shall furnish work in the 8 time specified by City, and in strict conformity with the City's 9 specifications therefor. 10 7. Compensation. City shall pay to Consultant a total sum of 11 ONE-HUNDRED-TEN AND NO/100 DOLLARS ($110.00) per hour for 12 negotiator time for all services provided under this agreement 13 and for travel time in one direction only. There shall be no 14 other compensation payable to Consultant hereunder, and 15 Consultant shall be solely responsible for paying the expenses 16 for all services rendered to the City pursuant to this agreement. 17 Payment or payments to Consultant shall be made at such time or 18 times and in such periodic amounts as determined by the City 19 Administrator. 20 8. Assignability. The experience, skill and expertise of 21 Consultant is of the essence of this agreement. Consultant shall 22 not assign (whether by assignment or novation) this agreement or 23 delegate the duties or any right or interest hereunder in whole 24 or in part without the prior written consent of City. Any 25 assignment or attempt to assign this agreement without such prior 26 written consent or by operation of law shall be void and shall 27 constitute cause for termination. 28 DCR:mw March 9, 1989 3 10 o o 1 2 9. Termination. City may terminate this agreement at any time 3 by giving written notice to Consultant of such termination and 4 specifying the effective date thereof at least thirty (30) days 5 before the effective date of such termination. In such event, 6 all finished and unfinished documents and other materials shall, 7 at the option of City, become its property. If the agreement is 8 terminated by City, Consultant will be entitled to be paid all 9 compensation for work performed to the date of termination. 10. Amendments. Should City require changes in the scope of 11 the services of Consul tant to be performed hereunder, such 12 changes shall be incorporated in this agreement only by written 13 amendments hereto. 14 11. Notices. All notices herein required shall be in writing 15 and delivered in person or sent by certified mail, postage 16 prepaid, addressed as follows: 17 18 19 City City Administrator City of San Bernardino 300 North "D" Street San Bernardino, CA. 92418 Filarsky & Watt Attorpeys at Law 3609 Elm Avenue Manhattan Beach, CA. 90266 Consultant 20 12. Hold Harmless. Consultant shall assume the defense of, 21 22 indemnify and hold harmless the City from all claims, expenses, damages, and liability of every nature, directly or indirectly arising from, or alleged to have arisen from any operation, act 23 24 25 or omission of the Consultant or employees. 26 27 28 13. Workers' Compensation. Consultant's employees shall be covered by workers' compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the 4 DCR:IlIW March 9, 1989 15 . 16 -. V o 1 2 State of California and which specifically covers all persons 3 providing services on behalf of contractor and all risks to such 4 persons under this agreement. 5 14. Entire Agreement. This Agreement and any documents or 6 instruments attached hereto or referred to herein constitute the 7 entire agreement of the parties, integrate all material terms and 8 conditions and supersede all negotiations and prior writings in 9 respect to the subject matter hereof. In the event of conflict 10 between the terms, conditions or provisions of this Agreement, 11 and any such document or instrument, the terms and conditions of 12 this Agreement shall prevail. 13 IN WITNESS WHEREOF, the parties hereto have executed this 14 agreement on the day and year first above written. CITY OF SAN BERNARDINO 17 18 By: EVLYN WILCOX, Mayor 19 20 21 22 FILARSKY & WATT By: Partner Approved as to form 23 and legal content: 24 JAMES F. PENMAN City Attorney 25 26 27 28 5 DCR:mw March 9, 1989