HomeMy WebLinkAbout05.D- City Manager 5.D
RESOLUTION(ID#3483) DOC ID: 3483 B
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract
From: Allen Parker M/CC Meeting Date: 10/20/2014
Prepared by: Allen Parker, (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
City Manager to Execute a Consultant Services Agreement Between the City of San Bernardino
and Mathis Consulting Group for the Facilitation of Mayor and Council Workshops and
Recruitments. (#3483)
Current Business Registration Certificate: No
Financial Impact:
50,001 from City Manager's outside consultation budget
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
None
Background:
Bill Mathis of Mathis Consulting Group has been an integral part of the Mayor and Council
Workshops. He has also been working with the City Manager to recruit for several positions in
the City. The City and Mathis Consulting Group currently have a contract and authorized
purchase order not to exceed$24,999. Further assistance is needed from Bill Mathis which will
be critical in helping with the facilitation of Mayor and Council Workshops with the City
Manager, helping develop strategies within the agency and recruiting for various high level
positions. It is anticipated that these additional services will not exceed$50,001 and the total
amount to be paid to Mathis Consulting Group would not to exceed $75,000. Funds are
available in the City Manager budget for consulting services from the 2014-15 budget.
City Attorney Review:
Supporting Documents:
Mathis CSA Reso (DOC)
agrmt 3483 (PDF)
Mathis Group Consultant Services Agreement (DOCX)
Updated: 10/16/2014 by Jolena E. Grider B Packet Pg.48
EON
1 RESOLUTION NO.
2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
3 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A
4 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND MATHIS CONSULTING GROUP FOR THE FACILITATION OF
5 MAYOR AND COUNCIL WORKSHOPS AND RECRUITMENTS.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
7 CITY OF SAN BERNARDINO AS FOLLOWS:
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8 SECTION 1. That the City Manager is hereby authorized to execute a Consultant
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Services Agreement with Mathis Consulting Group, attached hereto as Exhibit "A" and N
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incorporated herein by this reference.
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12 SECTION 2. The authorization granted hereunder shall expire and be void and of no
13 further effect if the agreement is not executed by both parties and returned to the Office of the
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14 City Clerk within sixty(60) days following the effective date of the Resolution. v
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5.D.a
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A
2 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND MATHIS CONSULTING GROUP FOR THE FACILITATION OF
3
MAYOR AND COUNCIL WORKSHOPS AND RECRUITMENTS.
4
5 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6
Common Council of the City of San Bernardino at a meeting thereof, held on
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the day of 2014,by the following vote, to wit:
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9 Council Members: AYES NAYS ABSTAIN ABSENT
10 MARQUEZ 0
11 CL
BARRIOS
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VALDIVIA
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SHORETT
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15 NICKEL 21)
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16 2
JOHNSON
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MULVIHILL
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Georgeann Hanna, City Clerk 0)
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The foregoing Resolution is hereby approved this day of 2014
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(D
R. Carey Davis, Mayor E
23 City of San Bernardino
Approved as to form:
24 Gary D. Saenz, City Attorney
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26 By:
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CONSULTANT SERVICES AGREEMENT BETWEEN MATHIS CONSULTING
GROUP AND CITY OF SAN BERNARDINO
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This Consultant Services Agreement is entered into this 20TH day of October,2014,
by and between Mathis consulting Group ("CONSULTANT") and the City of San
Bernardino ("CITY" or"San Bernardino").
WITNESSETH:
WHEREAS, the City Manager endeavors to form a new management team and build a
unified effort to rebuild the City; and
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WHEREAS,the City is beginning to prepare for reorganization and endeavors to emerge d
from bankruptcy; c'
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NOW,THEREFORE, the parties hereto agree as follows:
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1.0. SERVICES PROVIDED BY CONSULTANTS U
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1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall o
provide consultation and advances requested to the Mayor and Chief of Staff through the City c�
Manager's Office; advise in the strategies and consultation regarding council goals, major
L) initiatives and work with facilitation on special projects and continuation of charter reform;
provide consultation on rebuilding the City Management team and personnel issues; and provide o
evaluation and assessment, where appropriate, for the City Manager or staff. v
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1.2. Professional Practices. All professional services to be provided by
CONSULTANT pursuant to this Agreement shall be provided by personnel identified in the 00
Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily
exercised by professional CONSULTANT in similar fields and circumstances in accordance co
with sound professional practices. CONSULTANT also warrant that they are familiar with all M
laws that may affect its performance of this Agreement and shall advise CITY of any changes in E
any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT
further represent that no CITY employee will provide any services under this Agreement.
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1.3, Warranty. CONSULTANT warrants that it shall perform the services required by
this Agreement in compliance with all applicable Federal and California employment laws a
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
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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.
1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not
engage in,nor permit their 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. d
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1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter a
into agreements with other CONSULTANTS for services similar to the services that are subject c
to this Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement. o
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1.6. Delegation and Assignment, This is a personal service contract, and the duties set a
forth herein shall not be delegated or assigned to any person or entity without the prior written o
consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may a
employ other personnel to perform services contemplated by this Agreement at
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CONSULTANT's sole cost and expense. N
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1.7 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 g
interest with the CITY.
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1.8 CITY Business Certificate. CONSULTANT shall, prior to execution of this
Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business v
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 E
that are legally required of CONSULTANTS to practice their profession, skill or business.
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2.0. COMPENSATION AND BILLING E
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2.1. Compensation. Except as provided herein, CONSULTANT shall be paid an a
amount not to exceed $50,001.00.
2.2. Additional Services. CONSULTANT shall not receive compensation for any
services provided outside the scope of services specified in the Proposal unless the CITY,prior
to CONSULTANT performing the additional services, approves such additional services in
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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 may 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.
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2.4. Records and Audits. Records of CONSULTANT's services relating to this E
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.
3.0. TERM AND NOTIFICATION. c
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r 3.1. Term. This Agreement shall commence on the Effective Date and continue a
through the completion of services. o
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3.2 Termination. CITY or CONSULTANT may terminate the services provided
under Section 1.1 of this Agreement upon thirty(3 0)days written notice to the other party. In N
the event of termination, CONSULTANT shall be paid the reasonable value of services rendered o
to the date of termination. V
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3.3 Documents. In the event of termination of this Agreement, all documents
prepared by CONSULTANT in their performance of this Agreement shall be delivered to the M
CITY within ten(10) days of delivery of termination notice to CONSULTANT,at no cost to M
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 00
CONSULTANT. M
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4.0. INSURANCE
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4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and E
maintain during the term of this Agreement all of the following insurance coverages:
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(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.
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(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.
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 E
with respect to this contract with City." d
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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." _
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(e) Other insurance: "Any other insurance maintained by the City of San a
Bernardino shall be excess and not contributing with the insurance o
provided by this policy."
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4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described above, in a o
form and content approved by CITY,prior to performing any services under this Agreement.
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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. r
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5.0. GENERAL PROVISIONS o
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5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the E
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 E
over any inconsistent provision in any other contract document appurtenant hereto, including L)
exhibits to this Agreement.
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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
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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 CONSULTANTS: IF TO CITY:
Mathis Consulting Group Allen Parker, City Manager
340 N. D Street
San Bernardino, CA 92418
5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection E
with this Agreement,the prevailing party shall be entitled to recover from the opposing party all a
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the a
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. °
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5.4. Governing Law. This Agreement shall be governed by and construed under the 'o
laws of the State of California without giving effect to that body of laws pertaining to conflict of c�
laws. In the event of any legal action to enforce or interpret this Agreement,the parties hereto c
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California. o
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5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of CONSULTANT' 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 co
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 co
performed by CONSULTANT hereunder for the term of this Agreement. M
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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, E
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 Q
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
solely by the CITY's negligence.
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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 its 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 E
relationship of agent, servant, employee partnership or joint venture between the CITY and d
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CONSULTANT. a
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5.8 Conflict of Interest Disclosure: CONSULTANT or their employees 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 a
making decisions that will have a foreseeable financial affect on such interest. o
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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.
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5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and
results under this Agreement. CONSULTANT, when requested, shall furnish 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, v
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
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the correction. `"
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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.
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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 Q
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
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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 d
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 a
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
j 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. v
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5.16. Severability. If any provision of this Agreement is determined by a court of o
competent jurisdiction to be invalid or unenforceable for any reason, such determination shall t�
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. o
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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.
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5.18. Corporate Authority. 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 00
parties and that by doing so,the parties hereto are formally bound to the provisions of this M
Agreement, E
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CONSULTANT SERVICES AGREEMENT BETWEEN MATHIS CONSULTING
GROUP AND CITY OF SAN BERNARDINO
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.
Dated: , 2014 MATHIS CONSULTING GROUP
By:
Dr. William Mathis c
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Dated , 2414 CITY OF SAN BERNARDINO =
By: v
Allen Parker, City Manager
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Approved as to Form:
Gary D. Saenz, City Attorney =
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By:
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