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HomeMy WebLinkAbout06.G- Finance RESOLUTION (ID#2226) DOC ID: 2226 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Jason Simpson M/CC Meeting Date: 01/07/2013 Prepared by: Jason Simpson, Dept: Finance Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing The Execution of a First Amendment to a Consultant Services Agreement Between ProStaff, LLC and the City of San Bernardino for Consultant Services. Financial Impact: Account Budgeted Amount: $200,000.00 Motion: Adopt the Resolution. Synopsis of Previous Council Action: None. Backaround• ProStaff is a full-service consulting firm serving public agencies solely in the State of California. Revenue recovery financial interface services,business and procurement services and temporary staffing services are needed as a result of current economic conditions, and the City's Pendency Plan. The current service includes analysis of procurement and contract policy as well as regular and re-examinations of procurement processes and procurement evaluation. Work efforts contained herein typically result in essential and across the board resource savings. The work will provide an evaluation for the following: Policies and procedures Purchasing documentation,including actions,terms and conditions,price controls, etc. Internal controls and authorization levels for compliance monitoring Procurement management and strategies Interface with end users such as Accounting and Engineering Cost Avoidance Measures Workload vs. Priority Agreement Evaluation Risk Management and Surety Evaluation Additional procurement efficiencies may be actualized when procurement efforts examine the following practices: Evaluate current practices to ensure regulatory compliance and identify areas that can be improved. Formalize a procurement policy that spells out who is authorized to obligate the purchase and from whom. l Work with preferred local vendors who can fulfill many of the procurement needs and i Packet Pg. 72 Updated: 1/3/2013 by Linda Sutherland 6.G 2226 offer better pricing. ProStaff shall provide temporary staffing solutions to satisfy demands on an as needed basis and at a cost saving to current FTE rates. It is anticipated that temporary staffing will be needed to augment personnel resources in Human Resources, Risk Management, and Finance. Specifically, provide temporary staffing assistance with a Budget Analyst and Senior Management Analyst on an as needed basis to control review and develop budget processes, budget controls and procedure review and development. ProStaff shall provide solutions to revenue and special funding administration by reviewing current processes and developing oversight checkpoints, revenue receivable tracking, and comprehensive informational system assessment and financial system interfaces with City revenue generating sources. City Attorney Review: Supportln2 Documents: ProStaff FIRST AMENDMENT Busniess Services,Revnue Development, Temp Staffing Admin(DOCX) ProStaff RESOLUTION NO Busniess Services,Revnue Development,Temp Staffing Admin (DOCX) i J i Updated: 1/3/2013 by Linda Sutherland c FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF LLC in c THIS FIRST AMENDMENT is made and entered into as of January 7, 2013 by and E between the CITY OF SAN BERNARDINO, a charter city("CITY"), and ProStaff, LLC r R ("CONSULTANT'). In consideration of the mutual covenants and conditions set forth a v herein, the parties agree as follows: ° d U C 1. This Amendment is made with the respect to the following facts and purposes: _ LL a. On August 8, 2012 the City and Consultant entered into that certain �o agreement entitled "CONSULTANT SERVICES AGREEMENT", in the amount of$24,999.00. N b. The parties now desire to increase the payment for services in the c amount of$200,000.00 and amend the Agreement as set forth in this Amendment. Q rn 2. Section 2. Compensation of the Agreement is hereby amended to read as follows: m Y City hereby agrees to pay Consultant a sum not to exceed a total of N $224,999.00 (Two Hundred Twenty Four Thousand, Nine Hundred E Ninety Nine Dollars and no cents). City shall pay Consultant for W services rendered pursuant to this Agreement at the time and in the manner set forth herein. Any terms in Exhibit A other than the E payment rates and schedule of payment are null and void. The first c amendment amount shall not exceed Two Hundred Thousand Dollars and no Cents($200,000.00)for additional consulting services. o d 3. Section 3.1. Term of the Agreement is hereby amended to read as follows: d This Agreement shall commence on the Effective Date and continue through June 30, 2014, y unless the Agreement is previously terminated as provided for herein. 4. Exhibit A to the Agreement is hereby amended by adding thereto the items set forth on Attachment "A" to this Amendment, which is attached hereto and incorporated herein as though y set forth in full. 'c N 5. Except for the changes specifically set forth herein, all other terms and conditions of the m' Agreement shall remain in full force and effect. ~ z w ° z w Q U) K LL A 0 O EL EL Y C d E L V R Q Packet Pg.74`` c FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT m BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF, LLC m c IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by E and through their respective authorized officers, as of the date first above written. r C CL m CITY OF SAN BERNARDINO, CONSULTANT ° d A Municipal Corporation c m c U_ Andrea Travis-Miller Gus Papagolos, President N Acting City Manager Q rn c ATTEST: N 0. E v Georgeann "Gigi" Hanna, City Clerk c d E 0. 0 a) APPROVED AS TO FORM: c m c v Vi JAMES F. PENMAN, City Attorney N N d C N 7 m F w W ° Z W Q W y W R Y 0 O IL c d E L U N w Q Pac eP I5. RESOLUTION NO. 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST 3 AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN PROSTAFF, LLC AND THE CITY OF SAN BERNARDINO. 4 5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager is hereby authorized and directed to execute the First 8 Amendment to Consultant Services Agreement Between the City of San Bernardino and 9 ProStaff, LLC. 10 11 SECTION 2. The Purchasing Manager is hereby authorized to issue an amended 12 Purchase Order to ProStaff, LLC for consultant services for a total amount not to exceed 13 $200,000.00. 14 SECTION 3. The authorization granted hereunder shall expire and be void and of no 15 further effect if the Agreement is not executed by both parties and returned to the Office of the 16 City Clerk within sixty (60) days following the effective date of this Resolution. 17 18 19 20 21 22 23 24 25 26 27 28 r171�� RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST 2 AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN PROSTAFF, LLC AND THE CITY OF SAN BERNARDINO. 3 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 4 5 and Common Council of the City of San Bernardino at a meeting 6 thereof, held on the_day of 2013, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 MARQUEZ 9 10 JENKINS 11 VALDIVIA 12 SHORETT 13 KELLEY 14 JOHNSON 15 MCCAMMACK 16 17 18 Georgeann Hanna, City Clerk 19 The foregoing Resolution is hereby approved this day of 2013. 20 21 Patrick J. Morris, Mayor 22 City of San Bernardino 23 Approved as to form: 24 JAMES F. PENMAN, City Attorney 25 By. 25 �fw WM y �" �•� 27 � 28 FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF LLC THIS FIRST AMENDMENT is made and entered into as of January 7, 2013 by and between the CITY OF SAN BERNARDINO, a charter city ("City"), and ProStaff, LLC ("Consultant'). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with the respect to the following facts and purposes: a. On August 8, 2012 the City and Consultant entered into that certain agreement entitled "CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF" ("Agreement'), in the amount of$24,999.00. b. The parties now desire to increase the payment for services in the amount of $200,000.00 and amend the Agreement as set forth in this Amendment. 2. Section 2. Compensation of the Agreement is hereby amended to increase the amount that the City agrees to pay Consultant to a sum not to exceed a total of $224,999.00 (Two Hundred Twenty Four Thousand, Nine Hundred Ninety Nine Dollars and no cents). City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The first amendment amount shall not exceed Two Hundred Thousand Dollars and no Cents ($200,000.00) for additional consulting services. 3. Section 1.1. Term of Services of the Agreement is hereby amended to extend the term of the Agreement to June 30, 2014, unless the Agreement is previously terminated as provided for therein. 4. Exhibit A. SCOPE OF WORK to the Agreement is hereby replaced in its entirety to read as set forth on Exhibit "A" to this Amendment, which is attached hereto and incorporated herein. 5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 1H FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF, LLC 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, PROSTAFF LLC Andrea Travis-Miller Gus Papagolos, President Acting City Manager ATTEST: Georgeann "Gigi° Hanna, City Clerk APPROVED AS TO FORM: JAMES F. PENMAN, v City Attorney j��/ EXHIBIT A SCOPE OF WORK Procurement & Contract Analysis This scope of work includes the analysis of current procurement and contract policy and executed strategy. It will include regular and re-examinations of procurement processes and procurement evaluation. Work efforts contained herein typically results in essential and across the board resource savings. The work will provide an evaluation for the following: + Policies and procedures • Purchasing documentation, including actions, terms and conditions, price controls, etc. • Internal controls and authorization levels for compliance monitoring • Procurement management and strategies • Interface with end users such as Accounting and Engineering • Cost Avoidance Measures • Workload vs. Priority • Agreement Evaluation • Risk Management and Surety Evaluation Additional procurement efficiencies may be actualized when procurement efforts examine the following practices: + Evaluate current practices to ensure regulatory compliance and identify areas that can be improved. Formalize a procurement policy that spells out who is authorized to obligate the purchase and from whom. + Work with preferred local vendors who can fulfill many of the procurement needs and offer better pricing. Review and Develop Contract Administration Procedures as Needed • Intergovernmental/Inter-local agreements and roadway construction/maintenance, grants, etc. • Grant applications • Grant awards create a contractual Commitment • Coop Agreements + Procurement • Goods, Services (all types) and Maintenance Contracts — per purchasing guidelines • Goods, Non-Professional Services and Maintenance Contracts • Professional Services Provide recommendations for amending the City's Purchasing Policy and Procedures to incorporate modernization and best practices. Leases and Lease Purchases • Real Property (Land and Buildings) Develop Contract Tracking and Reporting Process • Departmental Contracts Log Risk Analysis In this scope of work Risk Management shall be reviewed for the effectiveness towards the improvement of planning and decision making. It will help to determine if Risk Management is creating significant value throughout the City, so the processes are a part of a unified Governance, to obtain risk solution and to prevent risk management practices that are manual and reactive, and risk-relevant data inaccessible. Risk Management Work will be in the following areas: • Claims Administration • Liability Insurances • Worker Compensation • Claim Settlement and Negotiation Processes • Liability Exposure • Property Damage Subrogation/Recovery of Money That is Owed to the City Arising From the Negligence of a Third Party Grant Administration and Special Funding Reimbursement Provide solutions to grant and special funding administration by providing compliance oversight, financial reporting and audit support. ProStaff, LLC will provide grants research services for grants that are in the best interest of the City and are in alignment with City goals, objectives, and priorities. Focus on reimbursement and grant compliance requirements and monitor expenditures and make certain they conform to project budgets and are properly allocated and recorded. Develop of cost allocation plans in accordance with grant and special funding reimbursements. Provide guidance on the differing fiscal regulations and guidelines established by each funding source. Prepares all necessary funder financial reports in the format and schedule funders require, bill funders and assist with audits. Review and prepare as needed FEMA records from Winter Storm declaration 2010 and 2011 for final inspection and final audit from FEMA/CaIEMA. Determine the status of project records and show a reconciliation of the projects undertaken and funds spent against the projects written and the funds received from all sources: FEMA, other federal programs, and insurance. Prepare source project documentation to prove completion, and demonstration that all costs have been incurred and payments have been made in accordance with each project scope of work as approved by FEMA/CaIEMA. Provide Project documentation monitoring for compliance and funding verification. Reconcile project expenditures, FEMA/CaIEMA obligations, and receipts to avoid de-obligation of FEMA/CaIEMA funds. Compensation Provide consultant analysis services that include the above scope of work at an estimated 18 hours per week or as needed Monday —Thursday at an hourly rate not to exceed $100. Provide temporary staffing for the purchasing management not to exceed $65 dollars per hour on an as needed basis. Provide temporary staffing Information Technology assessment analysis, programing not to exceed $265 dollars per hour on an as needed basis Provide additional temporary staffing needs as required and identified by the City. Hourly rates shall be negotiated and comparable to City and Inland Empire municipal government rate schedules. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND PROSTAFF THIS AGREEMENT for consulting services is made by and between the City of San Bernardino ("City") and ProStaff ("Consultant") to provide temporary staffing services for contract administration, procurement& risk analysis for the City of San Bernardino on,August 8, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described In the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2013, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant Is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assianment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Tewnty Five Thousand Dollars and cents ($24,999.00) for all work associated with Exhibit A. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein as stated in Exhibit A (invoices will be paid upon completion of services and delivery of invoice to the City). Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. Consulting Services Agreement between City of San Bemardino and ProStaff Page 1 of 11 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the total sum due pursuant to this Agreement within thirty (30) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement Is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit A. 2.6 Reimbursable Expenses. Expenses not listed in Exhibit A are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may Consulting Services Agreement between City of San Bernardino and ProStaff Page 2 of 11 involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or In connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefore, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. ® Consulting Services Agreement between City of San Bernardino and ProStaff Page 3 of 11 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ad. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insured's with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. J. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required Insurance policies, at anytime. Consulting Services Agreement between City of San Bernardino and ProStaff Page 4 of 11 4.3.3 Subcontractors. Consultant shall include all subcontractors as insured's under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. 4.3.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage's, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.3.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.4 Remedies. in addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES 5.1 General Requirement. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its elected and appointed officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the Consulting Services Agreement between City of San Bernardino and ProStaff Page 5 of 11 quality or character of their work. The foregoing obligation of Consultant shall not apply when (1)the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Section 6. STATUS OF CONSULTANT, 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant shall not allow any employee to become eligible for a claim for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Califomia 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 to the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County,California. 7.2 Compliance with Applicable Laws Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s)or regulation(s)applicable to the performance of the work hereunder shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors Consulting Services Agreement between City of San Bernardino and ProStaff Page 6 of 11 shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. Consulting Services Agreement between City of San Bernardino and ProStaff Page 7 of 11 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS 9.1 Records Created as Part of Consultant's Performance All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, Consulting Services Agreement between City of San Bernardino and ProStaff Page 8 of 11 and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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 contract on behalf of the CITY shall be considered as"attorneys'fees"for the purposes of this Agreement. 10.2 Venue. This Agreement shall be governed by and construed under the taws 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 to the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement, 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, coded at California Government Code Section 81000 at seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 at seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate In any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Consulting Services Agreement between City of San Bernardino and ProStaff Page 9 of 11 Government Code§1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager or his or her designee("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: ProStaff 27440 Matterhorn Drive Lake Arrowhead Ca, 92352 Any written notice to City shall be sent to: City of San Bernardino 300 North"D"Street San Bernardino, Ca. 92418-5043 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the compensation schedule attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between City of San Bernardino and ProStaff Page 10 of 11 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement. CITY O SAN BERNARDINO ProStaff City manager !Hiner Date: D ' Z ( 2_ Date: Attest: City Clerk Date: Approved as to Form: City Attorney Date: © Consulting Services Agreement between City of San Bernardino and ProStaff Page 11 of 11 EXHIBIT A SCOPE OF WORK Procurement & Contract Analysis This scope of work includes the analysis of current procurement and contract policy and executed strategy. It will include regular and re-examinations of procurement processes and procurement evaluation. Work efforts contained herein typically results in essential and across the board resource savings. The work will provide an evaluation for the following: • Policies and procedures • Purchasing documentation, including actions, terms and conditions, price controls, etc. • Internal controls and authorization levels for compliance monitoring • Procurement management and strategies • Interface with end users such as Accounting and Engineering • Cost Avoidance Measures + Workload vs. Priority + Agreement Evaluation + Risk Management and Surety Evaluation Additional procurement efficiencies may be actualized when procurement efforts examine the following practices: • Evaluate current practices to ensure regulatory compliance and identify areas that can be improved. • Formalize a procurement policy that spells out who is authorized to obligate the purchase and from whom. • Work with preferred local vendors who can fulfill many of the procurement needs and offer better pricing. Review and Develop Contract Administration Procedures as Needed • Intergovernmental/Inter-local Agreements and roadway construction/maintenance, grants, etc. • Grant applications • Grant awards create a contractual Commitment • Coop Agreements + Procurement • Goods, Services (all types) and Maintenance Contracts—per purchasing guidelines • Goods, Non-Professional Services and Maintenance Contracts ■ Professional Services Provide recommendations for amending the City's Purchasing Policy and Procedures to Qincorporate modernization and best practices. Leases and Lease Purchases • Real Property(Land and Buildings) Develop Contract Tracking and Reporting Process • Departmental Contracts Log Risk Analysis In this scope of work Risk Management shall be reviewed for the effectiveness towards the improvement of planning and decision making. It will help to determine if Risk Management is creating significant value throughout the City, so the processes are a part of a unified Governance, to obtain risk solution and to prevent risk management practices that are manual and reactive, and risk-relevant data inaccessible. Risk Management Work Will be in the Following Areas: • Claims Administration • Liability Insurances • Worker Compensation • Claim Settlement and Negotiation Processes • Liability Exposure • Property Damage Subrogation/Recovery of Money That is Owed to the City Arising From the Negligence of a Third Party Compensation Provide consultant analysis services that include the above scope of work at an estimated 1a hours per week or as needed Monday—Thursday at an hourly rate not to exceed $100. Provided temporary staffing for the purchasing management position not to exceed $65 dollars per hour on an as needed basis. Provide additional temporary staffing needs are required and identified by the City. Hourly rates shall be negotiated and comparable to City and Inland Empire municipal government rate schedules. RESOLUTION (ID #2226) DOC ID: 2226 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Jason Simpson M/CC Meeting Date: 01/07/2013 Prepared by: Jason Simpson, Dept: Finance Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing The Execution of a First Amendment to a Consultant Services Agreement Between ProStaff, LLC and the City of San Bernardino for Consultant Services. Financial Imnact: Account Budgeted Amount: $200,000.00 Motion: Adopt the Resolution. Synopsis of Previous Council Action: None. Background: ProStaff is a full-service consulting firm serving public agencies solely in the State of California. Revenue recovery financial interface services, business and procurement services and temporary staffing services are needed as a result of current economic conditions, and the City's Pendency Plan. The current service includes analysis of procurement and contract policy as well as regular and re-examinations of procurement processes and procurement evaluation. Work efforts contained herein typically result in essential and across the board resource savings. The work will provide an evaluation for the following: Policies and procedures Purchasing documentation, including actions,terns and conditions,price controls, etc. Internal controls and authorization levels for compliance monitoring Procurement management and strategies Interface with end users such as Accounting and Engineering Cost Avoidance Measures Workload vs. Priority Agreement Evaluation Risk Management and Surety Evaluation Additional procurement efficiencies may be actualized when procurement efforts examine the following practices: Evaluate current practices to ensure regulatory compliance and identify areas that can be improved. Formalize a procurement policy that spells out who is authorized to obligate the purchase and from whom. Work with preferred local vendors who can fulfill many of the procurement needs and 2226 offer better pricing. ProStaff shall provide temporary staffing solutions to satisfy demands on an as needed basis and at a cost saving to current FTE rates. It is anticipated that temporary staffing will be needed to augment personnel resources in Human Resources, Risk Management, and Finance. Specifically, provide temporary staffing assistance with a Budget Analyst and Senior Management Analyst on an as needed basis to control review and develop budget processes, budget controls and procedure review and development. ProStaff shall provide solutions to revenue and special funding administration by reviewing current processes and developing oversight checkpoints, revenue receivable tracking, and comprehensive informational system assessment and financial system interfaces with City revenue generating sources. City Attorney Review: Suoaortine Documents: ProStaff FIRST AMENDMENT Busniess Services, Revnue Development, Temp Staffing Admin(DOCX) Resolution (DOCX)