HomeMy WebLinkAbout16- Human Resources ORIGINAL
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
From: Linn Livingston Subject: RESOLUTION OF THE CITY
OF SAN BERNARDINO AUTHORIZING
Dept: Human Resources A ONE-YEAR EXTENSION OF THE
TERM OF THE AGREEMENT WITH THE
Date: May 5, 2010 COUNSELING TEAM INTERNATIONAL.
M/CC Meeting Date: May 17, 2010
Synopsis of Previous Council Action:
On August 21, 2006, the Mayor and Common Council adopted Resolution No. 2006-297,
awarding a service agreement and an annual purchase order with The Counseling Team
International (TCTI) in an amount not to exceed $45,000.
On June 15, 2009, the Mayor and Common Council adopted Resolution No. 2009-152,
authorizing a one-year extension of the term of the agreement with The Counseling Team
International (TCTI) in an amount not to exceed $42,750.
Recommended Motion:
Adopt Resolution.
074 -YO
Signatu
Contact person: Linn Livingston Phone: 384-5161
Supporting data attached: Yes Ward:
FUNDING REQUIREMENTS: Amount: $42,750 FY 2010/11
Source: (Acct. No.) 678-452-5502
(Acct. Description) Professional Contract Services
Finance:
Council Notes: L6 P
Agenda Item No. I
5—►7-201a
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report
Subiect:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing a One-
Year Extension of the Term of the Agreement with The Counseling Team International.
Background:
On August 16, 2006,the Mayor and Common Council approved Resolution No. 2006-297,
awarding a Service Agreement and annual Purchase Order to The Counseling Team International
(TCTI)in an amount not to exceed$45,000. The current contract was for a term of two(2)years,
with the option of one(1) one-year extension, to expire on August 31,2009.
The previous City Manager had requested that each department seek a five percent(5%)reduction
from each vendor to offset the City's budget deficit and, in return,vendors could be considered for
an extension of their contract. On April 22,2009, TCTI agreed to an additional one(1)year
contract extension with no changes to the annual fee structure ($45,000) and to continue its current
five percent(5%)reduction over the course of this last fiscal year,which resulted in a savings of
approximately$2,250.
On March 30,2010,TCTI agreed to an additional one(1) year contract renewal with no changes to
the annual fee structure and to continue the five percent(5%)reduction over the course of Fiscal
Year 2010-2011,resulting in an ongoing savings of$2,250.
TCTI has provided Employee Assistance Program(EAP) services for all City of San Bernardino
employees, including the City of San Bernardino Municipal Water Department and San Bernardino
Economic Development Agency employees(approximately 1,500), for many years. Services
include Critical Incident Intervention, counseling sessions,training, and conflict resolution. Benefits
will continue to be offered as outlined in the original contract approved by Mayor and Common
Council on August 16,2006. The extension will expire on August 31, 2011.
The Human Resources Department is recommending a one-year extension of the current contract.
Financial Impact:
Account Budgeted Amount: $58.200 Balance as of: 7/1/10
Balance after approval of this item: $15.450
Please note this balance does not indicate available funding. It does not include non-encumbered
reoccurring expenses or expenses incurred but not yet processed.
The total cost for FY 2010-2011 will be$42,750 ($45,000 less a 5%discount of$2,250);this
amount will be distributed over 12 monthly payments in the amount of$3,562.50($3,750—
$187.50). All expenses are included in the Risk Management budget,Account No. 678-452-5502
(Professional Contractual Services).
Recommendation:
Adopt Resolution.
I Resolution No. + J�11 [Py
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING A ONE-YEAR EXTENSION OF THE TERM OF THE
3 AGREEMENT WITH THE COUNSELING TEAM INTERNATIONAL.
4
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY O
SAN BERNARDINO AS FOLLOWS:
6
SECTION 1. The City Manager of the City of San Bernardino is hereby authorized an
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directed to execute on behalf of said City a one-year extension of the term of the Agreement with
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9 The Counseling Team International (TCTI) to June 30, 2011, to provide employee assistance
10 services to City employees through the end of Fiscal Year 2010-2011, and authorize th
11 Purchasing Manager to issue an annual Purchase Order in an amount not to exceed forty-tw
12 thousand, seven hundred fifty dollars ($42,750).
13 SECTION 2. The authorization to execute the above referenced is rescinded if it is no
14 issued within sixty(60) days of the passage of this resolution.
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I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING A ONE-YEAR EXTENSION OF THE TERM OF THE
2 AGREEMENT WITH THE COUNSELING TEAM INTERNATIONAL.
3
4 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor an
5 the Common Council of the City of San Bernardino at a meeting thereof, held
6 on the day of 2010, by the following vote,to wit:
7
8 COUNCILMEMBERS: AYES NAYES ABSTAIN ABSENT
9 MARQUEZ
DESJARDINS
10 BRINKER
11 SHORETT
12 KELLEY
13 JOHNSON
MCCAMMACK
14
15
16 Rachel G. Clark, City Clerk
17
The foregoing resolution is hereby approved this day of
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2010.
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20 Patrick J. Morris, Mayor
City of San Bernardino
2I Approved as to form:
22 JAMES F. PENMAN,
City Attorney
23
24 By:
Q25
AMENDMENT NO. 2 TO CONSULTANT SERVICES
AGREEMENT BETWEEN CITY OF SAN BERNARDINO
AND THE COUNSELING TEAM INTERNATIONAL
THIS AMENDMENT NO. 2 TO CONSULTANT SERVICES AGREEMENT is made
and entered into this_day of 2010("Effective Date"),by and between the
CITY OF SAN BERNARDINO, a charter city("CITY") and THE COUNSELING TEAM
INTERNATIONAL("CONSULTANT").
A. WHEREAS, On August 16, 2006,the CITY adopted Resolution No. 2006-297
approving a Consultant Services Agreement with The Counseling Team International to provide
employee assistance services to City employees; and
B. WHEREAS, the Consultant Services Agreement between the CITY and
CONSULTANT was for a term of two years,with the option of a one-year extension, which
expired on August 31, 2009; and
C. WHEREAS, on April 22, 2009, CONSULTANT agreed to a five percent
reduction of its basic compensation under the Consultant Services Agreement to help offset the
CITY's budget deficit in exchange for a one-year extension of CONSULTANT's contract with
CITY; and
D. WHEREAS, on March 30, 2010, CONSULTANT agreed to continue its five
percent reduction to its contractual fee over the course of the proposed one-year contract
extension,which will result in ongoing savings of$2,250.
NOW,THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. Section 3.1 "Term and Termination" is hereby amended as follows:
3.1. Term. The term of this agreement shall commence on the execution of this
agreement by both parties and terminate on August 31, 2011,unless previously modified,
amended, or cancelled by the mutual written consent of the parties.
2. Section 2.1 "Payment and Provision of Payment"is hereby amended as follows:
2.1 Payment and Provision for Payment. Basic compensation to be paid under this
agreement shall be up to $42,750 annually for the term of this agreement. During the term of
this agreement, CITY shall pay CONSULTANT a sum not to exceed three thousand five
hundred and sixty two dollars and fifty cents ($3,562.50)per month, not to exceed $42,750
annually. CONSULTANT shall submit an invoice for services rendered, which coincides with
its monthly reports as set forth in Section 2.3. Payments shall be made by CITY within thirty
(30) days from the date of each invoice. Upon execution of this Agreement, pretreatment and
counseling services shall be made available at no cost to all City of San Bernardino employees,
including Water and EDA employees and their families. If CONSULTANT needs to refer any
individuals covered under this Agreement to another professional individual or agency, the cost
incurred for such other professional service shall be solely the responsibility of the individual
employee; CITY shall have no liability thereafter. Every effort will be made to refer employees
to free services or agencies providing services covered by available insurance, or those agencies
that operate on an ability-to-pay basis.
3. All other provisions of the Consultant Services Agreement are reaffirmed as originally
stated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Agreement
to be executed by and through their respective authorized officers, as of the date first above
written.
Date: Date:
CITY OF SAN BERNARDINO, THE COUNSELING TEAM
A municipal corporation INTERNATIONAL
Charles McNeely, City Manager By.Signature
Name and Title
ATTEST:
Rachel G. Clark, City Clerk
APPROVED AS TO FORM:
JAMES F. PENMAN, City Attorney
By: / ��
0RIG �vAL
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
From: Linn Livingston Subject: RESOLUTION OF THE MAYOR
AND COMMON COUNCIL OF THE CITY
Dept: Human Resources OF SAN BERNARDINO AUTHORIZING
THE EXECUTION OF A CONSULTANT
SERVICES AGREEMENT BETWEEN
Date: May 12, 2010 ATKINSON, ANDELSON, LOYA, RUUD
AND ROMO AND THE CITY OF SAN
BERNARDINO FOR LABOR
NEGOTIATOR SERVICES IN THE
HUMAN RESOURCES DEPARTMENT.
M/CC Meeting Date: May 17, 2010
Synopsis of Previous Council Action:
On April 22, 2010, Mayor and Common Council approved the hiring of a consultant to
represent the City of San Bernardino as Chief Negotiator in labor negotiations with the
Police and Fire Safety bargaining units.
Recommended Motions:
That said Resolution be adopted.
Signat e)--
Contact person: Linn Livingston Phone: 384-5161
Supporting data attached: Yes Ward:
FUNDING REQUIREMENTS:
Amount: Not to exceed $30.000
Source: (Acct. No.) 001-092-5502-0000
(Acct. Description)
Finance:
Council Notes: /lG 70 ���a 11'F
Agenda Item No. lLJ
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of a Consultant Services Agreement between Atkinson, Andelson, Loya, Ruud, and
Rome and the City of San Bernardino for labor negotiator services in the Human Resources
Department.
Backeround:
On April 22, 2010, the Mayor and Common Council approved the hiring of a consultant to act as
City's chief negotiator in labor negotiations with the City's Police Safety and Fire Safety
bargaining units.
Attached hereto is the Consultant Services Agreement which reflects such approval and the
hiring of Irma Rodriguez Moisa, an employee of Atkinson, Andelson, Loya, Ruud, and Rome
(AALR&R), to provide such services. Ms. Moisa has been representing employers in public
sector negotiations for over 14 years and for the last seven (7) years, she has provided sexual
harassment/discrimination training to our employees.
It is our recommendation to hire Ms. Moisa to be the chief negotiator for upcoming labor
negotiations with the Police and Fire Safety bargaining units.
Financial Impact:
Not to exceed $30,000 from Account No. 001-092-5502-0000.
Recommendations:
That said Resolution be adopted.
I RESOLUTION NO. CGIF u
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT
3 SERVICES AGREEMENT BETWEEN ATKINSON,ANDELSON,LOYA,RUUD AND
ROMO AND THE CITY OF SAN BERNARDINO FOR LABOR NEGOTIATOR
4 SERVICES IN THE HUMAN RESOURCES DEPARTMENT.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
6 OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and
8 directed to execute on behalf of said City a Consultant Services Agreement between Atkinson,
9 Andelson,Loya,Ruud, and Romo(AALR&R)and the City of San Bernardino for labor
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negotiator services, a copy of which is attached hereto marked Exhibit"A"and incorporated
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herein by reference as fully as though set forth at length.
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SECTION 2.The authorization granted hereunder shall expire and be void and of no
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further effect if the agreement is not executed by both parties and returned to the Office of the
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15 City Clerk within sixty(60)days following the effective date of the Resolution.
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1 4f Ic
5'(1- 16
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT
2 SERVICES AGREEMENT BETWEEN ATKINSON,ANDELSON,LOYA,RUUD AND
ROMO AND THE CITY OF SAN BERNARDINO FOR LABOR NEGOTIATOR
3 SERVICES IN THE HUMAN RESOURCES DEPARTMENT.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a meeting thereof,
6 held on the day of ,2010,by the following vote,to wit:
7 COUNCILMEMBERS: AYES NAYES ABSTAIN ABSENT
8 MARQUEZ
9 DESJARDINS
10 BRINKER
SHORRETT
11
KELLEY
12 JOHNSON
13 MC CAMMACK
14
15 Rachel G. Clark, City Clerk
16 The foregoing Resolution is hereby approved this of 2010.
17
Patrick J. Morris,Mayor
i8 City of San Bernardino
19 Approved as to form:
20 JAMES F. PENMAN
City Attorney 77
21
By: f5'�
z v�-
22
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EXHIBIT '°A"
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this_day of , 2010
("Effective Date"),by and between the CITY OF SAN BERNARDINO, a charter city("City"),
and Atkinson, Andelson,Loya,Ruud&Romo ("CONSULTANT").
WITNESSETH :
A. WHEREAS,CITY proposes to have CONSULTANT perform the services
described herein below; and
B. WHEREAS,CONSULTANT represents that it has that degree of specialized
expertise contemplated within California Government Code Section 37103 and holds all
necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS,CITY and CONSULTANT desire to contract for chief labor
negotiator services as described in the Scope of Services; and
D. WHEREAS,no official or employee of CITY has a financial interest,within the
provisions of California Government Code Sections 1090-1092 in the subject matter of this
Agreement.
NOW,THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein,the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall
provide the professional services described below:
CONSULTANT shall act as CITY's principal representative and chief negotiator at all
meet and confer sessions held with the representatives of the City's police and fire bargaining
units. All such representations and negotiations shall abide by the guidelines established by
CITY, and CONSULTANT shall meet and confer as often as is reasonably necessary until
agreement with such bargaining units is reached in conformance with such guidelines, or until
the City Council has determined, after consulting with CONSULTANT,that agreement is not
reasonably possible. CONSULTANT shall also act as CITY's representative,upon request,
during impasse proceedings including mediation. CONSULTANT shall meet with the City
Council as often as if reasonably necessary during each meet and confer process to review
CITY's position and obtain further instructions. CONSULTANT is not being hired to give legal
advice or any other legal services, and CONSULTANT shall refer any legal questions or issues to
the Office of the City Attorney.
1
1.2. Cost for Services. CONSULTANT will be compensated at the rate of$250.00 per
hour for all services rendered to the CITY. The amounts expended under this agreement for
consultant fees shall not exceed$30,000 without further approval of the Mayor and Common
Council.
Travel fees shall be charged"portal to portal"(e.g.,from office to City Hall and return) at
the rate of$125.00 per hour and consultant shall not be entitled to reimbursement for mileage
and parking fees.
1.3. Professional Practices. All professional services to be provided by
CONSULTANT pursuant to this Agreement shall be provided by personnel identified in this
Agreement and in a manner consistent with the standards of care,diligence and skill ordinarily
exercised by professional consultants in similar fields and circumstances in accordance with
sound professional practices. CONSULTANT also warrants that it is familiar with all laws that
may affect its performance of this Agreement and shall advise CITY of any changes in any laws
that may affect CONSULTANT's performance of this Agreement. CONSULTANT further
represents that no CITY employee will provide any services under this Agreement.
1.4. Warranty. CONSULTANT warrants that it shall perform the services required by
this Agreement in compliance with all applicable Federal and California employment laws
including,but not limited to,those laws related to minimum hours and wages; occupational
health and safety; fair employment and employment practices; workers' compensation insurance
and safety in employment; and all other Federal, State and local laws and ordinances applicable
to the services required under this Agreement. CONSULTANT shall indemnify and hold
harmless CITY from and against all claims, demands,payments, suits,actions,proceedings, and
judgments of every nature and description including reasonable attorneys' fees and costs,
presented,brought, or recovered against CITY for, or on account of any liability under any of the
above-mentioned laws, arising from or related to CONSULTANT's performance under this
Agreement.
1.5. Non-discrimination. In performing this Agreement, CONSULTANT shall not
engage in,nor permit its officers,employees or agents to engage in, discrimination in
employment of persons because of their race,religion, color, national origin, ancestry, age,
mental or physical disability, medical condition, marital status, sexual gender or sexual
orientation,except as permitted pursuant to Section 12940 of the Government Code. Violation
of this provision may result in the imposition of penalties referred to in Labor Code Section
1735.
1.6. Non-exclusive Agreement. CONSULTANT acknowledges that CITY may enter
into agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
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1.7. Delegation and Assignment. This is a personal service contract,and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may
employ other personnel to perform services contemplated by this Agreement at CONSULTANT's
sole cost and expense. Only Irma Rodriguez Moisa of CONSULTANT's firm shall act as chief
labor negotiator on behalf of the CITY in its negotiations with Police and Fire bargaining units.
1.8. Conflicts of Interest. During the term of this Agreement, CONSULTANT shall,
at all times, maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
payment from or employment with any person or entity which will constitute a conflict of interest
with the services performed for CITY.
1.9. CITY Business Certificate. CONSULTANT shall obtain and maintain during the
term of this Agreement a valid CITY Business Registration Certificate pursuant to Title 5 of the
City of San Berardino Municipal Code and any and all other licenses,permits, qualifications,
insurance and approvals of whatever nature that are legally required of CONSULTANT to
practice its profession, skill or business.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Except as provided herein,CONSULTANT shall be paid a
maximum of$30,000 in accordance with that paragraph entitled "Cost for Services."
2.2. Additional Services. CONSULTANT shall not receive compensation for any
services provided outside the scope of services specified in this Agreement unless the CITY,
prior to CONSULTANT performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. CONSULTANT shall submit invoices to CITY for approval.
Said invoice shall be based on the total of all CONSULTANT's services which have been
completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty-
five(45) days from the date CITY receives said invoice. The invoice shall describe, in detail, the
services performed and the associated time for completion. Any additional services approved
and performed pursuant to this Agreement shall be designated as "Additional Services" and shall
identify the number of the authorized change order,where applicable, on all invoices.
2.4. Records and Audits. Records of CONSULTANT's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting principles
and shall be made available to CITY for inspection and/or audit at mutually convenient times for
a period of three(3)years from the Effective Date.
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3.0. TERM AND NOTIFICATION.
3.1. Term. This Agreement shall commence on the Effective Date and continue
through the completion of services,unless the Agreement is previously terminated as provided
for herein.
3.2. Termination. CITY or CONSULTANT may terminate the services provided
under Section 1.1 of this Agreement upon thirty(30)days' written notice to the other party. In
the event of termination, CONSULTANT shall be paid the reasonable value of services rendered
to the date of termination.
3.3. Documents. hi the event of termination of this Agreement, all documents
prepared by CONSULTANT in its performance of this Agreement including,but not limited to,
finished or unfinished background investigations shall be delivered to the CITY within ten (10)
days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of
uncompleted documents without specific written authorization from CONSULTANT shall be at
CITY's sole risk and without liability or legal expense to CONSULTANT.
4.0. INSURANCE
4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and
maintain during the term of this Agreement all of the following insurance coverages:
(a) Commercial general liability,including premises-operations,
products/completed operations,broad form property damage,blanket
contractual liability,independent contractors,personal injury with a policy
limit of not less than One Million Dollars($1,000,000.00), combined
single limits,per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits,per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
(d) Professional Liability Insurance with limits of at least$1,000,000 per
claim. hi lieu of naming the CITY as an additional insured,the policy may
be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability
assumed by the Insured under the Agreement with the CITY OF SAN
BERNARDINO for legal defense services,provided such liability results
from an error,omission or negligent act of the insured, its officers,
employees, agents or subcontractors. All other provisions of this policy are
to remain unchanged."
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4.2. Endorsements. The commercial general liability insurance policy shall contain or
be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards,officers, agents, and employees are additional insureds
with respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate,nor shall it be materially changed
or cancelled, nor the coverage reduced,until thirty(30) days after written
notice is given to City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance
provided by this policy."
4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by CITY,prior to performing any services under this Agreement.
4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way
the indemnification provision contained in this Agreement or the extent to which
CONSULTANT may be held responsible for payments of damages to persons or property.
5.0. GENERAL PROVISIONS
5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
5.2. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery;b) at the time of transmission if such communication is sent by facsimile; and c)48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Atkinson,Andelson, Loya, Ruud &Romo Human Resources Director
Irma Rodriguez Moisa City of San Bernardino
12800 Center Court Drive, Suite 300 300 North 'D" Street
Cerritos, CA 90703 San Bernardino, CA 92418
Telephone: (562) 653-3200 Telephone: (909) 384-5161
Fax: (562) 653-3333 Fax: (909) 384-5397
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5.3. Attomevs'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 contract on behalf of the CITY shall be considered as
"attorneys' fees" for the purposes of this Agreement.
5.4. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement,the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of 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
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.
5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend,
indemnify and hold harmless CITY and its elected and appointed officials,boards, commissions,
officers, attorneys, agents and employees from any and all claims, losses, demands, suits,
administrative actions,penalties, liabilities and expenses, including reasonable attorney fees,
damage to property or injuries to or death of any person or persons or damages of any nature
including, but not limited to, all civil claims or workers' compensation claims arising from or in
any way related to CONSULTANT's performance under this Agreement, except when caused by
the CITY's negligence.
5.7. Independent Contractor. CONSULTANT, at all times while performing under
this Agreement, is and shall be acting at all times as an independent contractor and not as an
agent or employee of CITY. CONSULTANT shall secure, at his expense, and be responsible for
any and all payment of wages, benefits and taxes including, but not limited to, 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.
Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any
benefits which employees of CITY are entitled to receive and shall not be entitled to workers'
compensation insurance, unemployment compensation, medical insurance, life insurance,paid
vacations,paid holidays,pension, profit sharing or social security on account of CONSULTANT
and its officers', agents'and employees'work for the CITY. This Agreement does not create the
relationship of agent, servant, employee partnership or joint venture between the CITY and
CONSULTANT.
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5.8. Conflict of Interest Disclosure: CONSULTANT or its employee may be subject to
the provisions of the California Political Reform Act of 1974(the "Act"),which(1)requires such
persons to disclose financial interests that may be materially affected by the work performed
under this Agreement, and(2)prohibits such persons from making or participating in making
decisions that will have a foreseeable financial affect on such interest.
CONSULTANT shall conform to all requirements of the Act. Failure to do so
constitutes a material breach and is grounds for termination of the Agreement by CITY.
5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and
results under this Agreement. CONSULTANT,when requested, shall famish clarification and/or
explanation as may be required by the CITY's representative,regarding any services rendered
under this Agreement at no additional cost to CITY. In the event that an error or omission
attributable to CONSULTANT occurs,then CONSULTANT shall, at no cost to CITY,provide
all other CONSULTANT professional services necessary to rectify and correct the matter to the
sole satisfaction of CITY and to participate in any meeting required with regard to the correction.
5.10. Prohibited Employment. CONSULTANT shall not employ any current employee
of CITY to perform the work under this Agreement while this Agreement is in effect.
5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in,under or to this
Agreement.
5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
5.14. Amendments. Only a writing executed by all of the parties hereto or their
respective successors and assigns may amend this Agreement.
5.15. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with
respect to any other occurrence or event,nor shall any waiver constitute a continuing waiver.
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5.16. Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable for any reason,such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance, and the remaining provisions of this Agreement
shall remain in full force and effect.
5.17. Counterparts: This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
5.18. Corporate Authori ty. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and
through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO, CONSULTANT
A municipal corporation
Charles McNeely, City Manager Signature
Name and Title
ATTEST:
Rachel G. Clark, City Clerk
APPROVED AS TO FORM:
JAMES F. PENMAN,
City Attorney
By:
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CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this_day of 12010
("Effective Date"),by and between the CITY OF SAN BERNARDINO, a charter city("City"),
and Atkinson,Andelson,Loya,Ruud&Romo ("CONSULTANT").
WITNESSETH :
A. WHEREAS, CITY proposes to have CONSULTANT perform the services
described herein below; and
B. WHEREAS, CONSULTANT represents that it has that degree of specialized
expertise contemplated within California Government Code Section 37103 and holds all
necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, CITY and CONSULTANT desire to contract for chief labor
negotiator services as described in the Scope of Services; and
D. WHEREAS, no official or employee of CITY has a financial interest,within the
provisions of California Government Code Sections 1090-1092 in the subject matter of this
Agreement.
NOW,THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein,the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall
provide the professional services described below:
CONSULTANT shall act as CITY's principal representative and chief negotiator at all
meet and confer sessions held with the representatives of the City's police and fire bargaining
units. All such representations and negotiations shall abide by the guidelines established by
CITY, and CONSULTANT shall meet and confer as often as is reasonably necessary until
agreement with such bargaining units is reached in conformance with such guidelines, or until
the City Council has determined, after consulting with CONSULTANT,that agreement is not
reasonably possible. CONSULTANT shall also act as CITY's representative, upon request,
during impasse proceedings including mediation. CONSULTANT shall meet with the City
Council as often as if reasonably necessary during each meet and confer process to review
CITY's position and obtain further instructions. CONSULTANT is not being hired to give legal
advice or any other legal services, and CONSULTANT shall refer any legal questions or issues to
the Office of the City Attorney.
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1.2. Cost for Services. CONSULTANT will be compensated at the rate of$250.00 per
hour for all services rendered to the CITY. The amounts expended under this agreement for
consultant fees shall not exceed$30,000 without further approval of the Mayor and Common
Council.
Travel fees shall be charged"portal to portal"(e.g., from office to City Hall and return) at
the rate of$125.00 per hour and consultant shall not be entitled to reimbursement for mileage
and parking fees.
1.3. Professional Practices. All professional services to be provided by
CONSULTANT pursuant to this Agreement shall be provided by personnel identified in this
Agreement and in a manner consistent with the standards of care, diligence and skill ordinarily
exercised by professional consultants in similar fields and circumstances in accordance with
sound professional practices. CONSULTANT also warrants that it is familiar with all laws that
may affect its performance of this Agreement and shall advise CITY of any changes in any laws
that may affect CONSULTANT's performance of this Agreement. CONSULTANT further
represents that no CITY employee will provide any services under this Agreement.
1.4. Warranty. CONSULTANT warrants that it shall perform the services required by
this Agreement in compliance with all applicable Federal and California employment laws
including,but not limited to,those laws related to minimum hours and wages; occupational
health and safety; fair employment and employment practices;workers' compensation insurance
and safety in employment; and all other Federal, State and local laws and ordinances applicable
to the services required under this Agreement. CONSULTANT shall indemnify and hold
harmless CITY from and against all claims, demands,payments, suits,actions,proceedings, and
judgments of every nature and description including reasonable attorneys' fees and costs,
presented,brought, or recovered against CITY for, or on account of, any liability under any of the
above-mentioned laws, arising from or related to CONSULTANT's performance under this
Agreement.
1.5. Non-discrimination. In performing this Agreement, CONSULTANT shall not
engage in, nor permit its officers, employees or agents to engage in, discrimination in
employment of persons because of their race,religion, color, national origin, ancestry, age,
mental or physical disability,medical condition, marital status, sexual gender or sexual
orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation
of this provision may result in the imposition of penalties referred to in Labor Code Section
1735.
1.6. Non-exclusive Agreement. CONSULTANT acknowledges that CITY may enter
into agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
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1.7. Delegation and Assignment. This is a personal service contract, and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may
employ other personnel to perform services contemplated by this Agreement at CONSULTANT's
sole cost and expense. Only Irma Rodriguez Moisa of CONSULTANT's firm shall act as chief
labor negotiator on behalf of the CITY in its negotiations with Police and Fire bargaining units.
1.8. Conflicts of Interest. During the term of this Agreement, CONSULTANT shall,
at all times, maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
payment from or employment with any person or entity which will constitute a conflict of interest
with the services performed for CITY.
1.9. CITY Business Certificate. CONSULTANT shall obtain and maintain during the
term of this Agreement a valid CITY Business Registration Certificate pursuant to Title 5 of the
City of San Bernardino Municipal Code and any and all other licenses,permits, qualifications,
insurance and approvals of whatever nature that are legally required of CONSULTANT to
practice its profession, skill or business.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Except as provided herein,CONSULTANT shall be paid a
maximum of$30,000 in accordance with that paragraph entitled "Cost for Services."
2.2. Additional Services. CONSULTANT shall not receive compensation for any
services provided outside the scope of services specified in this Agreement unless the CITY,
prior to CONSULTANT performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. CONSULTANT shall submit invoices to CITY for approval.
Said invoice shall be based on the total of all CONSULTANT's services which have been
completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty-
five(45) days from the date CITY receives said invoice. The invoice shall describe, in detail, the
services performed and the associated time for completion. Any additional services approved
and performed pursuant to this Agreement shall be designated as "Additional Services" and shall
identify the number of the authorized change order,where applicable, on all invoices.
2.4. Records and Audits. Records of CONSULTANT's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting principles
and shall be made available to CITY for inspection and/or audit at mutually convenient times for
a period of three(3) years from the Effective Date.
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3.0. TERM AND NOTIFICATION.
3.1. Term. This Agreement shall commence on the Effective Date and continue
through the completion of services, unless the Agreement is previously terminated as provided
for herein.
3.2. Termination. CITY or CONSULTANT may terminate the services provided
under Section 1.1 of this Agreement upon thirty(30)days' written notice to the other party. In
the event of termination, CONSULTANT shall be paid the reasonable value of services rendered
to the date of termination.
3.3. Documents. In the event of termination of this Agreement, all documents
prepared by CONSULTANT in its performance of this Agreement including,but not limited to,
finished or unfinished background investigations shall be delivered to the CITY within ten(10)
days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of
uncompleted documents without specific written authorization from CONSULTANT shall be at
CITY's sole risk and without liability or legal expense to CONSULTANT.
4.0. INSURANCE
4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and
maintain during the term of this Agreement all of the following insurance coverages:
(a) Commercial general liability, including premises-operations,
products/completed operations,broad form property damage,blanket
contractual liability, independent contractors,personal injury with a policy
limit of not less than One Million Dollars($1,000,000.00), combined
single limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles,hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars($1,000,000.00),
combined single limits,per occurrence and aggregate.
(c) Workers'compensation insurance as required by the State of California.
(d) Professional Liability Insurance with limits of at least$1,000,000 per
claim. hi lieu of naming the CITY as an additional insured,the policy may
be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability
assumed by the Insured under the Agreement with the CITY OF SAN
BERNARDINO for legal defense services, provided such liability results
from an error, omission or negligent act of the insured, its officers,
employees, agents or subcontractors. All other provisions of this policy are
to remain unchanged."
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4.2. Endorsements. The commercial general liability insurance policy shall contain or
be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees are additional insureds
with respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate,nor shall it be materially changed
or cancelled, nor the coverage reduced, until thirty(30)days after written
notice is given to City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance
provided by this policy."
4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described above,in a
form and content approved by CITY, prior to performing any services under this Agreement.
4.4. Non-limitine. Nothing in this Section shall be construed as limiting in any way
the indemnification provision contained in this Agreement or the extent to which
CONSULTANT may be held responsible for payments of damages to persons or property.
5.0. GENERAL PROVISIONS
5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
5.2. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery,b) at the time of transmission if such communication is sent by facsimile; and c)48
hours after deposit in the U.S. Mail as reflected by the official U.S.postmark if such
communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Atkinson,Andelson, Loya,Ruud &Romo Human Resources Director
Irma Rodriguez Moisa City of San Bernardino
12800 Center Court Drive, Suite 300 300 North 'D" Street
Cerritos, CA 90703 San Bernardino, CA 92418
Telephone: (562) 653-3200 Telephone: (909) 384-5161
Fax: (562) 653-3333 Fax: (909) 384-5397
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5.3. Attomevs' 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 contract on behalf of the CITY shall be considered as
"attorneys' fees" for the purposes of this Agreement.
5.4. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement,the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
5.5. .Ass�i anent: CONSULTANT shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of 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
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.
5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend,
indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions,
officers, attorneys, agents and employees from any and all claims, losses, demands, suits,
administrative actions,penalties, liabilities and expenses, including reasonable attorney fees,
damage to property or injuries to or death of any person or persons or damages of any nature
including, but not limited to, all civil claims or workers'compensation claims arising from or in
any way related to CONSULTANT's performance under this Agreement, except when caused by
the CITY's negligence.
5.7. Independent Contractor. CONSULTANT, at all times while performing under
this Agreement, is and shall be acting at all times as an independent contractor and not as an
agent or employee of CITY. CONSULTANT shall secure, at his expense, and be responsible for
any and all payment of wages,benefits and taxes including, but not limited to, 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.
Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any
benefits which employees of CITY are entitled to receive and shall not be entitled to workers'
compensation insurance, unemployment compensation,medical insurance, life insurance,paid
vacations,paid holidays, pension,profit sharing or social security on account of CONSULTANT
and its officers', agents' and employees'work for the CITY. This Agreement does not create the
relationship of agent, servant, employee partnership or joint venture between the CITY and
CONSULTANT.
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5.8. Conflict of Interest Disclosure: CONSULTANT or its employee may be subject to
the provisions of the California Political Reform Act of 1974(the "Act"),which(1)requires such
persons to disclose financial interests that may be materially affected by the work performed
under this Agreement, and(2)prohibits such persons from making or participating in making
decisions that will have a foreseeable financial affect on such interest.
CONSULTANT shall conform to all requirements of the Act. Failure to do so
constitutes a material breach and is grounds for termination of the Agreement by CITY.
5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and
results under this Agreement. CONSULTANT, when requested, shall fiunish clarification and/or
explanation as may be required by the CITY's representative,regarding any services rendered
under this Agreement at no additional cost to CITY. In the event that an error or omission
attributable to CONSULTANT occurs, then CONSULTANT shall,at no cost to CITY,provide
all other CONSULTANT professional services necessary to rectify and correct the matter to the
sole satisfaction of CITY and to participate in any meeting required with regard to the correction.
5.10. Prohibited Employment. CONSULTANT shall not employ any current employee
of CITY to perform the work under this Agreement while this Agreement is in effect.
5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
5.13. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
5.14. Amendments. Only a writing executed by all of the parties hereto or their
respective successors and assigns may amend this Agreement.
5.15. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
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5.16. Severabiliri. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance, and the remaining provisions of this Agreement
shall remain in full force and effect.
5.17. Counterparts: This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
5.18. Corporate Authori ty. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and
through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO, CONSULTANT
A municipal corporation
Charles McNeely, City Manager Signature
Name and Title
ATTEST:
Rachel G. Clark, City Clerk
APPROVED AS TO FORM:
JAMES F. PENMAN,
City Attorney
n
By:
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