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HomeMy WebLinkAbout2007-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 RESOLUTION NO. 2007-488 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A DIVISION OF TRAMUTOLA LLC, TO PROVIDE PUBLIC INFORMATION SERVICES RELATED TO THE UTILITY USER'S TAX RATE REDUCTION AND MODERNIZATION BALLOT MEASURE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City a Consultant Services Agreement between Sidewalk Strategies, a division of Tramutola LLC, and the City of San Bernardino, which is attached hereto, marked Exhibit "A", and incorporated herein by reference as fully as though set forth at length. SECTION 2. The authorization to extend the above-referenced agreement is rescinded 15 16 17 18 19 III 20 if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. III III 21 III 22 III 23 III 24 25 26 III 27 III 28 III III 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 2007. 23 24 25 26 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNAlIDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A DIVISION OF TRAMUTOLA LLC, TO PROVIDE PUBLIC INFORMATION SERVICES RELATED TO THE UTILITY USER'S TAX RATE REDUCTION AND MODERNIZATION BALLOT MEASURE I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j oint regular meeting thereof, held on the ~1aIay of December ,2007, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA x BAXTER x x BRINKER DERRY x KELLEY x JOHNSON x - MCCAMMACK x ~h_~ City Clerk ~ The foregoing resolution is hereby approved this -t cr day of December , 27 By: J . Penman 28 City Attorney 2007-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONSULTANT SERVICES AGREEMENT This Consultant Services Agreement is entered into this l.1..th.- day of December 2007, by and between Sidewalk Strategies, a division of Tramutola LLC, a California limited liability company ("CONSULTANT") and the City of San Bernardino ("CITY" ). WITNESSETH: WHEREAS, the Mayor and Common Council have initiated a reduction and modernization of the CITY's Utility Users Tax; and WHEREAS, it is in the best interests of the CITY to acquire the services of a Consultant to assist with public information and community outreach services related to the CITY's Utility Users Tax reduction and modernization efforts. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of CONSULTANT to provide those services as set forth in Exhibit "A", attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. Consultant shall be paid a flat consulting fee of $ I 7,500 (Seventeen Thousand Five Hundred Dollars). The flat consulting fee shall be paid in two (2) equal consecutive installments of Eight Thousand Seven Hundred and Fifty Dollars, ($8,750.00) due on or before December 31st, 2007 and January 31st, 2008. In addition, CITY shall separately reimburse CONSULTANT for CONSULTANT'S reasonable and necessary expenses, including without limitation travel, meals, lodging, long distance telephone charges, teleconferencing, and/or cellular telephone toll charges; photocopying and faxes; express mail, messenger or. delivery service incurred in performing the Services hereunder. These expenses shall be charged by CONSULTANT and CONSULTANT shall be reimbursed by CITY within thirty (30) days following presentation of CONSULTANT'S invoice or statement. Expenses reimbursed pursuant to this paragraph will not exceed $300.00. CITY understands and agrees that third party vendors may be required for CITY's public information efforts and for Consultant to provide the Services described in Exhibit A. Usage of third party vendors will be subject to prior written approval of the City Manager. CITY shall reimburse CONSULTANT for the payment of all approved vendors for all goods, 200~-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 services and costs, not to exceed $60,000. Such reimbursements shaH be in addition to the flat fee paid to CONSULTANT as more fuHy described in the preceding paragraph. 3. TERM; SEVERABILITY. The term of this Agreement shaH be for a period beginning on December 17, 2007, and terminating on February 5th, 2008. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. 4. INDEMNITY. CITY agrees to indemnify and hold harmless CONSULTANT, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CONSULTANT's negligent acts or omissions arising from the CONSULTANT's performance of its obligations under the Agreement. In the event the CITY and/or the CONSULTANT is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or CONSULTANT shall indemnify the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, CONSULTANT shaH maintain in effect policies of general liability and automobile liability insurance, in the amount of $1 million combined single limit, and statutory worker's compensation coverage if applicable, 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 shaH require the insurer to notify CITY of any change or termination in the policy. III III 2007-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 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. CONSULTANT shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REQUIREMENTS. CONSULTANT warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of CONSULTANT to practice its business or profession. REGISTRATION CERTIFICATE AND OTHER 9. NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Assistant City Manager 300 N. D Street San Bernardino, CA 92418 Telephone: (909) 384-5122 Facsimile (909)384-5138 TO THE CONSULTANT: Sidewalk Strategies, a Division of Tramutola LLC .191 Ridgeway Avenue Oakland, CA 94611 Telephone: (510) 658-7003 Facsimile: (510) 658-7302 2007-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10. 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. 11. 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 assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this 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. 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, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. III III III 2007-488 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Dated: ~ 'S I 16 17 18 CONSULTANT SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A DIVISION OF TRAMUTOLA LLC, FOR PUBLIC INFORMATION SERVICES RELATED TO THE UUT BALLOT MEASURE 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. ,2007 CONSULTANT By: L/0J~~ Larry Tramutola, Managing Member Sidewalk Strategies, a Division of Tramutola LLC 19 20 Dated ~ / '9 ,2007 21 22 23 24 Approved as to Form: Attest: 25 26 27 28 JAMES F. PENMAN, :;;2=< ~ RACHEL CLARK, City Clerk BY:~.&'~ 2007-488 EXHIBIT A: SCOPE OF SERVICES - PUBLIC INFORMATION AND STRATEGIC CONSULTING Services to be Performed: Consultant shall, as an independent contractor, with consultation from City and for the direct benefit of the City, perform the following services, as needed, towards conducting a public information program in the City of San Bernardino, and providing strategic advice regarding the City of San Bernardino Utility Users Tax (UUT) ordinance rate reduction and modernization: . Research: Consultant will conduct research to concerning the UUT, and how it is used to fund City services. . Internal Communications: Consultant will develop communication tools (talking points, FAQ sheet, web page) to guide City in discussions with press, citizens, stakeholders, etc. . External Communications: Consultant will write, design, develop and manage production and mailing of public information mail, and other methods of communication as determined by the City, including: . A fact sheet to be available for public use . Direct Mail: 1-2 pieces of public information mail to help educate and inform the community . A recorded phone message to be broadcast to residents informing them of the issue and bringing attention to the mailers . Other communications methods as may be determined by the City