HomeMy WebLinkAbout05.F- City Manager RESOLUTION (ID#3323) DOC ID: 3323 B
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Allen Parker M/CC Meeting Date: 07/07/2014
Prepared by: Tanya Romo, (909) 384-5122
Dept: City Manager Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the
Execution of a Second Amendment to the Consultant Services Agreement Between the Law
Office of Linda L. Daube and the City of San Bernardino for Labor Negotiator and Bankruptcy
Services. (#3323)
Current Business Registration Certificate: Yes
Financial Impact:
Budgeted Funds are available in account No. 001-090-0134-5510; Bankruptcy Consulting
Services for this contract amendment.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
April 7, 2014 -First Amendment between Linda L. Daube and the City of San Bernardino for
consulting services in the amount not to exceed$55,000
Background:
Linda Daube continues to be an integral part of the bankruptcy process, working with the City
Manager and attending mediation meetings related to the various labor and retiree creditor
groups. The City and Law Offices of Linda Daube currently have a contract and authorized
purchase order not to exceed$55,000. Further assistance is needed from Ms. Daube which will
be critical in helping the City in ongoing bankruptcy mediation meetings,helping develop
strategies for the Plan of Adjustment and providing support to the City Manager in labor
negotiations and bankruptcy mediation meetings. It is anticipated that these additional services
will not exceed$35,000 and the total contract would be amended not to exceed$90,000. Funds
are available in the General Government Services bankruptcy allocation of the 2014-15 budget.
City Attorney Review:
Supporting Documents:
reso 3323 (PDF)
agrmt 3323 (PDF)
Original Consultant Services Agreement with the Law Office of Linda L. Daube (PDF)
1 St Amendment to Agreement with the Law Office of Linda L. Daube (PDF)
Updated: 6/30/2014 by Jolena E.Grider B Packet Pg. 172
S.F.a
RESOLUTION NO.
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SECOND
3 AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN
THE LAW OFFICE OF LINDA L. DAUBE AND THE CITY OF SAN BERNARDINO
4 FOR LABOR NEGOTIATOR AND BANKRUPTCY SERVICES.
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6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON z°
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and
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9 directed to execute on behalf of said City a Second Amendment to Consultant Services a
10 Agreement between The Law Office of Linda L. Daube and the City of San Bernardino y
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regarding Labor Negotiator and Bankruptcy Services, a copy of which is attached hereto
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marked Exhibit "A" and incorporated herein by reference as fully as though set forth at o
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length.
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15 SECTION 2. The Director of Finance is hereby authorized to issue an amended a
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16 Purchase Order to The Law Office of Linda L. Daube for consultant services for a total
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17 amount not to exceed $90,000.00.
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SECTION 3. The authorization granted hereunder shall expire and be void and of no
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20 further effect if the Agreement is not executed by both parties and returned to the Office of the M
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21 City Clerk within sixty(60) days following the effective date of this Resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SECOND
2 AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN THE
LAW OFFICE OF LINDA L. DAUBE AND THE CITY OF SAN BERNARDINO FOR
3 LABOR NEGOTIATOR AND BANKRUPTCY SERVICES.
4 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a meeting N
6 thereof, held on the day of , 2014, by the following vote,to wit: Z
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Council Members: AYES NAYS ABSTAIN ABSENT
9 MARQUEZ a
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10 BARRIOS 73
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11 VALDIVIA
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15 JOHNSON a
16 MULV IHILL o
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Georgeann Hanna, City Clerk
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20 The foregoing Resolution is hereby approved this day of 12014, N
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23 R. Carey Davis,Mayor
City of San Bernardino a
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Approved as to form:
25 Gary D. Saenz, City Attorney
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27 By. LJL
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Packet Pg. 174
I SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN
2 THE CITY OF SAN BERNARDINO AND THE LAW OFFICE OF LINDA L. DAUBE
3 FOR LABOR NEGOTIATOR AND BANKRUPTCY SERVICES
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5 THIS SECOND AMENDMENT is made and entered into as of July 7, 2014 by an( z6
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6 between the CITY OF SAN BERNARDINO,a charter city("CITY")and THE LAW OFFICE OI
7 LINDA L. DAUBE ("CONSULTANT"). In consideration of the mutual covenants an( m
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8 conditions set forth herein, the parties agree as follows: a
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9 1. This Amendment is made with respect to the following facts and purposes: 3
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10 a. On September 1, 2013, the City and Consultant entered into an agreement fo: 0
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11 assistance in negotiations of all labor agreements and other employee relation.
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12 issues for work to be performed during the 201.3-14 fiscal year for$24,999.
13 b. On April 7, 2014, the City and Consultant entered into a First Amendment tc J
14 increase the agreement amount to $55,000 and to expand the scope of service. m
15 to include assisting the City's Chief Labor Negotiator in working on settlemen- o
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16 agreements with the Police, Fire and Retiree creditor groups through the
17 Bankruptcy Mediation process. M
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18 2. Section 2. Compensation of the Agreement is hereby amended to increase the amount M
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19 that the City agrees to pay the Consultant to an amount not to exceed $90,000.00.
20 3. Except for the changes specifically set forth herein, all other terms and conditions of a
21 the Agreement shall remain in full force and effect. E
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Packet Pg. 175`
I SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN
2 THE CITY OF SAN BERNARDINO AND THE LAW OFFICE OF LINDA L.DAUBE
3 FOR LABOR NEGOTIATOR AND BANKRUPTCY SERVICES
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5 IN WITNESS THEREOF, the parties hereto have caused this Second Amendment to bE z6
6 executed by and through their respective authorized officers, as of the date first above written.
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8 CITY OF SAN BERNARDINO, THE LAW OFFICE OF LINDA L. DAUBS a
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Allen J. Parker, City Manager Linda L. Daube,Partner v
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12 APPROVED AS TO FORM:
13 Gary D. Saenz, City Attorney c
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Services Agreement
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This Agreement is made by and between the CITY OF SAN BERNARDINO, a
political subdivision of the State of California, by and through its City Manager
(hereinafter referred to as "City"), and Law Offices of Linda L. Daube, a California public
law corporation, (hereinafter referred to as "Contractor").
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The parties agree as follows:
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1. Scope of Work. Contractor shall provide the City with services as set forth in
Exhibit A, attached hereto.
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2. Compensation. City shall pay Contractor for services provided to City pursuant
to this Agreement in the manner set forth in Exhibit B, attached hereto. The total
amount paid by County to Contractor under this Agreement shall not exceed M
twenty-four thousand, nine hundread ninety-nine dollars ($ 24,999).
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3. Term. The term of this agreement shall be from September 1, 2013 and continue
through the completion of services, unless the Agreement is previously o
terminated as provided herein. _j
4. Termination. Either party may terminate this agreement by giving thirty (30)
days written notice to the other party. o
5. Non-Appropriation of Funds. It is mutually agreed that if, for the current fiscal o
year and/or any subsequent fiscal years covered under this Agreement, 3
insufficient funds are appropriated to make the payments called for by this J
Agreement, this Agreement shall be of no further force or effect. In this event,
the City shall have no liability to pay any further funds whatsoever to Contractor
or furnish any other consideration under this Agreement and Contractor shall not
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be obligated to perform any further services under this Agreement. If funding for Q
any fiscal year is reduced or deleted for the purposes of this program, the City d
shall have the option to either cancel this Agreement with no further liability is
incurring to the City, or offer an amendment to Contractor to reflect the reduced a
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amount available to the program.
6. Warrant and nd Legal Compliance. The services provided under this Agreement in
are non-exclusive and shall be completed promptly and competently. Contractor
shall guarantee all parts and labor for a period of one year following the
expiration of the term of this Agreement unless otherwise specified in Exhibit A. o
Contractor agrees to comply with all applicable terms of State and Federal
employment and labor laws including, but not limited to those laws related to
minimum hours and wages; occupational health and safety; fair employment and 21
employment practices; workers' compensation insurance and safety in 0
employment; and all other Federal State and local laws and ordinances
applicable to the services required under the Agreement. Contractor shall E
,, indemnify and hold harmless City from and against all claims, demands,
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payments, suits, actions, proceedings, and judgments of every nature and
description including reasonable attorney's fees and costs, presented, brought,
or recovered against City for, or on account of, any liability under any of the U
above-mentioned laws, arising from or related to Contractor's performance under
this Agreement. o
7. Amendment. This Agreement may be amended at any time by mutual
agreement of the parties, expressed in writing and duly executed by both parties. _
No alteration of the terms of this Agreement shall be valid or binding upon either
party unless made in writing and duly executed by both parties.
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8. Indemnification and Hold Harmless. Contractor shall protect, defend, indemnify o
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, M
including reasonable attorneys' fees, damage to property or injuries to or death of M
an persons or damages of any nature including, but not limited to all d
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civil claims or workers' compensations claims arising from or in any way related
to Contractor's performance under this Agreement, except when caused by the °
City's negligence.
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9. Insurance. Contractor agrees to maintain the following insurance coverage
throughout the term of this Agreement:
a. General liability (and professional liability, if applicable to the services p
provided) coverage with a minimum per occurrence limit of one million
dollars ($1,000,000).
b. Automobile liability coverage for owned vehicles, hired, and non-owned
vehicles with a olic limit of not less than One Million Dollars 3
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($1,000,000.), combined single limits, per occurrence and aggregate.
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C. Workers Compensation insurance in accordance with California state
law if applicable. a
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d. Professional Liability Insurance with limits of at least $1,000,000 per
claim. In lieu of naming the City as an additional insured, the policy cn
may be endorsed as follows: C
"Insurance coverage afforded by this policy shall also apply to the
liability assumed by the Insured under the Agreement with the City of U
San Bernardino for legal defense services, provided such liability E
results from an error, omission or negligent act of the insured, its E
officers, employees, agents or subcontractors. All other provisions of o
this policy are to remain unchanged."
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If requested by City in writing, Contractor shall furnish a certificate of
insurance satisfactory to City as evidence that the insurance required above is r
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being maintained. Said certificate of insurance shall include a provision stating w
that:
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(a) Additional insured: "The City of San Bernardino and its elected
and appointed boards, officers, agents, and employees are additional
insured with respect to this subject project and contract with City." o
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(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." 0
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(c) Other insurance: "Any other insurance maintained by the City of o
San Bernardino shall be excess and not contributing with the
insurance provided by this policy." -'
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Nothing in this Section shall be construed as limiting in any way the M
indemnification provisions contained in this Agreement or the extent to which 0
Contractor may be held responsible for payments of damages to persons or
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property. o
9. Licenses and Permits. Contractor represents and warrants to City that it or its
principals have all licenses, permits, qualifications, and approvals of whatsoever
nature that are legally required for Contractor to practice its profession and to 0
perform its duties and obligations under this Agreement. Contractor represents
and warrants to City that Contractor shall, at its sole cost and expense, keep in
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effect at all times during the term of this Agreement any licenses, permits, and 3
approvals that are legally required for Contractor or its principals to practice its _J
professions and to perform its duties and obligations under this Agreement. r
Contractor shall maintain during the term of this Agreement a valid City Business r
Registration Certification pursuant to Title 5 of the City of San Bernardino 3
Municipal Code.
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10. Relationship of Parties. It is understood that Contractor is not acting hereunder
as an employee of the City, but solely as an independent contractor. Contractor, Q
by virtue of this Agreement, has no authority to bind, or incur any obligation on a
behalf of, City. Except as expressly provided in this Agreement, Contractor has
no authority or responsibility to exercise any rights or power vested in City. It is in
understood by both Contractor and City that this Agreement shall not under any
circumstances be construed or considered to create an employer-employee =
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relationship or joint venture. o
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11. Assignment. Contractor may not assign, subcontract, sublet, or transfer its
interest in this Agreement without the prior written consent of the City. Any
attempted assignment, transfer, subletting or encumbrance shall be void and 0
shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall
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release Contractors of Contractor's obligation to perform all other obligations to
be performed by Contractor hereunder for the term of this Agreement.
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12. Non-discrimination. Contractor agrees not to discriminate in the provision of
service under this Agreement on the basis of race, color, religion, marital status,
national origin, ancestry, sex, sexual orientation, physical or mental handicap,
age, or medical condition.
13. Choice of Law. The laws of the State of California shall govern this agreement.
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14. Interpretation. This agreement is the result of the joint efforts of both parties and
their attorneys. The agreement and each of its provisions will be interpreted o
fairly, simply, and not strictly for or against either party.
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15. Attorneys' Fees: In the event that litigation is brought by any party in connection N
with this Agreement, the prevailing party shall be entitled to recover from the V
opposing party all costs and expenses, including reasonable attorneys' fees and
costs, 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 o
provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this Agreement on behalf of the City shall be
considered as "attorneys' fees" for the purposes of this Agreement.
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16. Integration. This Agreement constitutes the entire understanding between the
parties respecting the subject matter contained herein and supersedes any and o
all prior oral or written agreements regarding such subject matter.
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17. Severability. The invalidity of any provision of this Agreement, as determined by Y
a court of competent jurisdiction, shall in no way affect the validity of any other
provision hereof.
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18. Headings. The headings and captions contained in this Agreement are for d
convenience only, and shall be of no force or effect in construing and interpreting
the provisions of this Agreement. Q
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19. Waiver of Rights. No delay or failure of either party in exercising any right, and 2
no partial or single exercise of any right, shall be deemed to constitute a waiver N
of that right or any other right. _
20. Conflict of Interest. The parties to this Agreement have read and are aware of
the provisions of Government Code section 1090 et seq. and section 87100 et 0
seq. relating to conflicts of interest of public officers and employees. Contractor
represents that it is unaware of any financial or economic interest of any public
officer or employee of City relating to this Agreement. It is further understood o
and agreed that if such a financial interest does exist at the inception of this u
Agreement and is later discovered by the City, the City may immediately E
terminate this Agreement by giving written notice to Contractor.
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21. Notice Addresses. All notices under this Agreement shall be effective only if
made in writing and delivered by personal service or by mail and addressed as
follows. Either party may, by written notice to the other, change its own mailing c0
address.
City: °
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City Manager =
City of San Bernardino -'
300 North °D" Street °
as
San Bernardino, California 92418 2
Attention: Allen Parker o
Telephone: (909) 384-5122 3
Fax: (909) 384-5138
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Contractor:
LAW OFFICE OF LINDA L. DAUBE, APLC o
438 First Street, 4th Floor -'
Santa Rosa, California 95401
Attention: Linda L. Daube
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Telephone: (707) 578-9530 0
Business Cell: (707) 249-0189
Fax: (707) 578-9530 0
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22. Time of the Essence. Time is hereby expressly declared to be of the essence of
this Agreement and of each and every provision thereof, and each such provision
is hereby made and declared to be a material, necessary, and essential part of w
this Agreement. 3
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23. Contract Execution. Each individual executing this Agreement on behalf of E
Contractor represents that he or she is fully authorized to execute and deliver this rn
Agreement. N
24. Retention of Records. In the event of termination of this Agreement, all
documents prepared by Contractor in its performance of this Agreement
including, but not limited to, finished or unfinished work products, shall be
delivered to the City within ten (10) days of delivery of termination notice to
Contractor, at no cost to City. Any use of uncompleted documents without =
specific written authorization from Contractor shall be at the City's sole risk and U
without liability or legal expenses to Contractor. Contractor shall retain all
documents and records for a period of three years after final payment under the
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25. IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth below. U)
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CONTRACTOR: CITY: o
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LAW OFFICE OF LIND DAUB City of San Be rdina a
By /,JIL ' : o
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Name: L N A JAObe Name:
Title: � C -
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Date signe d, , Date signed: 3
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EXHIBIT A
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Scope of Work U
Contractor shall assist City in concluding negotiations of all labor
agreements and, upon request, provide assistance regarding labor and
employee relations issues including, without limitation, grievance and disciplinary
matters. Contractor is not hired to provide legal advice or any other legal =
services and Contractor agrees to refer any legal questions or issues to the
Office of the City Attorney. °
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EXHIBIT B
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Fee Schedule
Contractor shall be compensated for work performed under this Agreement at the J
rate of$ 225/hour. Unless otherwise approved in writing, City shall not reimburse o
Contractor for the cost of travel, lodging, and/or meals.
Contractor shall not receive compensation for any services provided outside the o
scope of services specified in Exhibit A of this Agreement unless the City, prior to
Contractor performing the additional services, approves such additional services in CO
writing.
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Contractor shall submit invoices to City for approval. Said invoices shall be
based on the total of all Contractor's services which have been completed to City's sole o
satisfaction. Contractor's invoices shall describe, in detail, the services performed and J
the associated time for completion.
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2014-76
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FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT -EEE
BETWEEN THE CITY OF SAN BERNARDINO AND THE LAW OFFICE OF
LINDA L. DAUBE FOR LABOR NEGOTIATOR AND BANKRUPTCY E
SERVICES Q
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THIS FIRST AMENDMENT is made and entered into as of April 7, 2014 by and
between the CITY OF SAN BERNARDINO, a charter city ("City"), and THE LAW =
OFFICE OF LINDA L. DAUBE, ("Consultant"). In consideration of the mutual covenants c0
and conditions set forth herein, the parties agree as follows:
1. This Amendment is made with respect to the following facts and purposes: o
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a. On September 1, 2013, the City entered into an agreement for assistance in negotiations
of all labor agreements and other employee relations issues for work to be performed
during the 2013-14 fiscal year for $24,999 and authorized a purchase order to the o
Contractor.
b. The parties now desire to increase the compensation under this agreement for an o
additional Thirty Thousand and One Dollars ($30,001) to a total amount not-to-exceed 3
Fifty-five Thousand Dollars ($55,000) and amend the Agreement as set forth in this J
Amendment.
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_ i n 2. Compensation of the Agreement is hereby amended to increase the amount
2. Section Y
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that the City agrees to pay the Consultant to a not-to-exceed total amount of Fifty-five
Thousand Dollars $55,000 . City shall pay Contractor for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. a
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1 Exhibit A of the Agreement is hereby amended to expand the scope of services to include
assisting the City's Chief Labor Negotiator in working on settlement agreements with the J
Police, Fire and Retiree creditor groups through the Bankruptcy Mediation process. o
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4. Except for the changes specifically set forth herein, all other terms and conditions of the o
II remain in full force and effect.
Agreement shall 3
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by d
and through their respective authorized officers, as of the date first above written. r
CITY OF SAN BERNARDINO THE LAW OFFICE OF LINDA L. DAUBE
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Allen ker, City Manager mda L. Daube, Partner
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ATTEST: APPROVED AS TO FORM: Q
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Georgeann Hanna, City Clerk ry nz, City Attorney E
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