HomeMy WebLinkAbout2016-119 RESOLUTION NO. 2016-119
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONSULTANT
3 SERVICES AGREEMENTS BETWEEN CONSULTANT MAGGIE DEMAURO AND
THE CITY OF SAN BERNARDINO AND RONAK DESAI dba R.T. DESAI &
4 ASSOCIATES AND THE CITY OF SAN BERNARDINO.
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6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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8 SECTION 1. The City Manager is hereby authorized and directed to execute the
9 Consultant Service Agreements between the City of San Bernardino and Consultant Maggie
10 DeMauro and between the City of San Bernardino and Consultant Ronak Desai, attached
11 hereto marked as Exhibit "A" and Exhibit "B" respectively, and incorporated herein by
12 reference as fully as though set forth at length.
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SECTION 2. The Finance Department is hereby authorized to issue a Purchase Order
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15 to Maggie DeMauro for consultant services for a total amount not to exceed $75,000 and a
16 Purchase Order to Ronak Desai, for consultant services for a total amount not to exceed
17 $90,000.
18 SECTION 3. The authorization granted hereunder shall expire and be void and of no
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further effect if the Agreement is not executed by both parties and returned to the Office of the
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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 CONSULTANT
2 SERVICES AGREEMENTS BETWEEN CONSULTANT MAGGIE DEMAURO AND
THE CITY OF SAN BERNARDINO AND RONAK DESAI dba R.T. DESAI &
3 ASSOCIATES AND THE CITY OF SAN BERNARDINO.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on
6
the 20th day of June, 2016, by the following vote, to wit:
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8 Council Members: AYES NAYS ABSTAIN ABSENT
9 MARQUEZ X
10 BARRIOS X
11
VALDIVIA X
12
SHORETT X
13
14 NICKEL X
15 RICHARD X
16 MULVIHILL X
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18
19 Geor ann ann , C, City Clerk
20 The foregoing Resolution is hereby approved this ;c9 day of June, 016.
21 f
22
23 R. Carey Da s, Mayor
City of Sa ernardino
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Approved as to form:
25 Gary D. Saenz, City Attorney
26
27 By•
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2016-119
EXHIBIT "A"
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
1 BERNARDINO AND MAGGIE DeMAURO FOR ACCOUNTING CONSULTANT
2 SERVICES
3
4 THIS AGREEMENT is made and entered into this 20th day of June , 2016
5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY")
6 and Maggie DeMauro ("CONSULTANT").
7 WITNESSETH:
8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independent
9 contractor to provide Accounting Assistance in the Finance Department; and
10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently to
11 perform the duties of an Independent Contractor; and
12 WHEREAS, the parties desire to enter into this Agreement to outline the duties and
13 responsibilities of the parties,
14 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
15 1. SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide
16 accounting assistance in the City of San Bernardino Finance Department.
17 1.2 Professional Practices. All professional services to be provided by
18 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the
19 Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily
20 exercised by professional CONSULTANTS in similar fields and circumstances in accordance
21 with sound professional practices. CONSULTANTS also warrant that they are familiar with all
22 laws that may affect its performance of this Agreement and shall advise CITY of any changes in
23 any laws that may affect CONSULTANTS' performance of this Agreement. CONSULTANTS
24 further represent that no CITY employee will provide any services under this Agreement.
25 1.3. Warranty. CONSULTANTS warrant that they shall perform the services
26 required by this Agreement in compliance with all applicable Federal and California employment
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2016-119
1 laws including, but not limited to, those laws related to minimum hours and wages; occupational
2 health and safety; fair employment and employment practices; workers' compensation insurance
3 and safety in employment; and all other Federal, State and local laws and ordinances applicable to
4 the services required under this Agreement. CONSULTANTS shall indemnify and hold harmless
5 CITY from and against all claims, demands,payments, suits, actions,proceedings, and judgments
6 of every nature and description including reasonable attorneys' fees and costs,presented, brought,
7 or recovered against CITY for, or on account of any liability under any of the above-mentioned
8 laws, arising from or related to CONSULTANTS' performance under this Agreement.
9 1.4. Non-discrimination. In performing this Agreement, CONSULTANTS shall not
10 engage in, nor permit their officers, employees or agents to engage in, discrimination in
11 employment of persons because of their race,religion, color,national origin, ancestry,age,mental
12 or physical disability,medical condition,marital status, sexual gender or sexual orientation,except
13 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
14 result in the imposition of penalties referred to in Labor Code, Section 1735.
15 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may
16 enter into agreements with other CONSULTANTS for services similar to the services that are
17 subject to this Agreement or may have its own employees perform services similar to those
18 services contemplated by this Agreement.
19 1.6 Delegation and Assignment. This is a personal service contract, and the duties
20 set forth herein shall not be delegated or assigned to any person or entity without the prior written
21 consent of CITY. CONSULTANTS may engage a subcontractor(s) as permitted by law and may
22 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS'
23 sole cost and expense.
24 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANTS
25 shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
26 payment from or employment with any person or entity which will constitute a conflict of interest
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2016-119
1 with the CITY.
2 1.8. CITY Business Certificate. CONSULTANTS shall, prior to execution of this
3 Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business
4 Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any
5 and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are
6 legally required of CONSULTANTS to practice their profession, skill or business.
7 2. TERM. The term of this Agreement shall begin on July 1, 2016 and terminate at
8 midnight on June 30, 2017.
9 3. COMPENSATION AND EXPENSES. For the term of this Agreement, Consultant shall
10 be compensated for her services at$60.00 an hour,not to exceed$75,000. Consultant shall not be
11 entitled to any compensation, leave accruals, retirement or other benefits beyond the
12 aforementioned hourly rate of pay.
13 4. TERMINATION. Under the terms of this Agreement, Consultant serves in an "at will"
14 capacity and may be terminated at any time, with or without cause, and Consultant may resign at
15 any time. Nothing in this Agreement shall be construed as creating any vested right in the
16 position of Accounting Assistance Consultant or in employment with the CITY.
17 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
18 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement or
19 in any way made between the parties or their agents are replaced and superseded by this
20 Agreement.
21 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable laws
22 of the United States of America,the State of California, and all other applicable laws.
23 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the laws
24 of the State of California.
25 8. ATTORNEY'S FEES. In any litigation relating to this Agreement, the prevailing party
26 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attorney
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2016-119
1 and members of his/her office in enforcing this contract on behalf of the CITY shall be considered
2 "attorney's fees" for the purposes of this paragraph.
3 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court of
4 law, such provision shall be considered severable, and the remainder of this Agreement or any
5 provision hereof shall not be affected.
6 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall not
7 constitute a waiver of the right to compel enforcement of the remaining provisions of this
8 Agreement.
9 11. AMENDMENT. This Agreement may only be amended by a written instrument
10 executed by the parties hereto, and may not be amended by oral agreement.
11 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prior
12 written consent of the City.
13 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect,
14 defend, indemnify and hold harmless CITY and its elected and appointed official, boards,
15 commissions, and officers, attorneys, agents and employees from any and all claims, losses,
16 demands suits, administrative actions, penalties, liabilities and expenses, including reasonable
17 attorney fees, damage to property or injuries to or death of any person or persons or damages of
18 any nature including, but not limited to, all civil claims or workers' compensation claims arising
19 from or in any way related to CONSULTANTS' performance under this Agreement, except when
20 caused solely by the City's negligence.
21 14. INDEPENDENT CONTRACTOR. CONSULTANTS, at all times while performing
22 under this Agreement, are and shall be acting at all times as independent contractors and not as
23 agents or employees of CITY. CONSULTANTS shall secure, at their expense, and be
24 responsible for any and all payment of wages, benefits and taxes including, but not limited to,
25 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
26 Compensation, and other payroll deductions for CONSULTANTS and their officers, agents, and
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2016-119
1 employees and all business licenses, if any are required, in connection with the services to be
2 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall
3 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be
4 entitled to workers' compensation insurance, unemployment compensation, medical insurance,
5 life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account
6 of CONSULTANTS and their officers', agents' and employees' work for the CITY. This
7 Agreement does not create the relationship of agent, servant,employee partnership or joint venture
8 between the CITY and CONSULTANTS.
9 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employees
10 may be subject to the provisions of the California Political Reform Act of 1974 (the"Act"),which
11 (1)requires such persons to disclose financial interests that may be materially affected by the work
12 performed under this Agreement, and (2) prohibits such persons from making or participating in
13 making decisions that will have a foreseeable financial affect on such interest.
14 CONSULTANTS shall conform to all requirements of the Act. Failure to do so
15 constitutes a material breach and is grounds for termination of the Agreement by CITY.
16 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their
17 work and results under this Agreement. CONSULTANTS, when requested, shall furnish
18 clarification and/or explanation as may be required by the CITY's representative, regarding any
19 services rendered under this Agreement at no additional cost to CITY. In the event that an error
20 or omission attributable to CONSULTANTS occurs, then CONSULTANTS shall, at no cost to
21 CITY, provide all other CONSULTANTS professional services necessary to rectify and correct
22 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to
23 the correction.
24 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current
25 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
26 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and
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2016-119
1 negotiation of this Agreement and in the performance of its obligations hereunder except as
2 expressly provided herein.
3 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for
4 the sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or
5 incidental beneficiaries of this Agreement and no third party shall have any right in, under or to
6 this Agreement.
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2016-119
1 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND MAGGIE DeMAURO FOR ACCOUNTING CONSULTANT
2 SERVICES
3
4
5 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date
6 first above written.
7 Date: , 2016 Maggie DeMauro
8
By:
9
10
11 Date: , 2016 CITY OF SAN BERNARDINO
12
13 By:
Mark Scott,
14 City Manager
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16
ATTEST:
17
18
Georgeann"Gigi" Hanna, City Clerk
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20
21 APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
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2016-119
' EXHIBIT "A"
1 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND MAGGIE DeMAURO FOR ACCOUNTING CONSULTANT
2 SERVICES
3
4 THIS AGREEMENT is made and entered into this 20th day of June 2016
5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY")
6 and Maggie DeMauro ("CONSULTANT").
7 WITNESSETH:
8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independent
9 contractor to provide Accounting Assistance in the Finance Department; and
10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently to
11 Perform the duties of an Independent Contractor; and
12 WHEREAS, the parties desire to enter into this Agreement to outline the duties and
13 responsibilities of the parties,
14 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
15 1. SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide
16 accounting assistance in the City of San Bernardino Finance Department.
17 1.2 Professional Practices. All professional services to be provided by
18 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the
19 Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily
20 exercised by professional CONSULTANTS in similar fields and circumstances in accordance
21 with sound professional practices. CONSULTANTS also warrant that they are familiar with all
22 laws that may affect its performance of this Agreement and shall advise CITY of any changes in
23 any laws that may affect CONSULTANTS' performance of this Agreement. CONSULTANTS
24 further represent that no CITY employee will provide any services under this Agreement.
25 1.3. Warranty. CONSULTANTS warrant that they shall perform the services
26 required by this Agreement in compliance with all applicable Federal and California employment
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2016-119
1 laws including, but not limited to, those laws related to minimum hours and wages; occupational
2 health and safety; fair employment and employment practices; workers' compensation insurance
3 and safety in employment; and all other Federal, State and local laws and ordinances applicable to
4 the services required under this Agreement. CONSULTANTS shall indemnify and hold harmless
5 CITY from and against all claims, demands,payments, suits, actions, proceedings, and judgments
6 of every nature and description including reasonable attorneys' fees and costs,presented,brought,
7 or recovered against CITY for, or on account of any liability under any of the above-mentioned
8 laws, arising from or related to CONSULTANTS' performance under this Agreement.
9 1.4. Non-discrimination. In performing this Agreement, CONSULTANTS shall not
10 engage in, nor permit their officers, employees or agents to engage in, discrimination in
11 employment of persons because of their race,religion, color,national origin, ancestry, age,mental
12 or physical disability,medical condition,marital status, sexual gender or sexual orientation,except
13 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
14 result in the imposition of penalties referred to in Labor Code, Section 1735.
15 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may
16 enter into agreements with other CONSULTANTS for services similar to the services that are
17 subject to this Agreement or may have its own employees perform services similar to those
18 services contemplated by this Agreement.
19 1.6 Delegation and Assignment. This is a personal service contract, and the duties
20 set forth herein shall not be delegated or assigned to any person or entity without the prior written
21 consent of CITY. CONSULTANTS may engage a subcontractor(s) as permitted by law and may
22 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS'
23 sole cost and expense.
24 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANTS
25 shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
26 payment from or employment with any person or entity which will constitute a conflict of interest
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2016-119
1 with the CITY.
2 1.8. CITY Business Certificate. CONSULTANTS shall, prior to execution of this
3 Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business
4 Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any
5 and all other licenses,permits, qualifications, insurance and approvals of whatever nature that are
6 legally required of CONSULTANTS to practice their profession, skill or business.
7 2. TERM. The term of this Agreement shall begin on July 1, 2016 and terminate at
8 midnight on June 30, 2017.
9 3. COMPENSATION AND EXPENSES. For the term of this Agreement, Consultant shall
10 be compensated for her services at$60.00 an hour,not to exceed$75,000. Consultant shall not be
11 entitled to any compensation, leave accruals, retirement or other benefits beyond the
12 aforementioned hourly rate of pay.
13 4. TERMINATION. Under the terms of this Agreement, Consultant serves in an "at will"
14 capacity and may be terminated at any time, with or without cause, and Consultant may resign at
15 any time. Nothing in this Agreement shall be construed as creating any vested right in the
16 position of Accounting Assistance Consultant or in employment with the CITY.
17 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
18 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement or
19 in any way made between the parties or their agents are replaced and superseded by this
20 Agreement.
21 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable laws
22 of the United States of America, the State of California, and all other applicable laws.
23 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the laws
24 of the State of California.
25 8. ATTORNEY'S FEES. In any litigation relating to this Agreement, the prevailing party
26 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attorney
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2016-119
1 and members of his/her office in enforcing this contract on behalf of the CITY shall be considered
2 "attorney's fees" for the purposes of this paragraph.
3 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court of
4 law, such provision shall be considered severable, and the remainder of this Agreement or any
5 provision hereof shall not be affected.
6 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall not
7 constitute a waiver of the right to compel enforcement of the remaining provisions of this
8 Agreement.
9 11. AMENDMENT. This Agreement may only be amended by a written instrument
10 executed by the parties hereto, and may not be amended by oral agreement.
11 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prior
12 written consent of the City.
13 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect,
14 defend, indemnify and hold harmless CITY and its elected and appointed official, boards,
15 commissions, and officers, attorneys, agents and employees from any and all claims, losses,
16 demands suits, administrative actions, penalties, liabilities and expenses, including reasonable
17 attorney fees, damage to property or injuries to or death of any person or persons or damages of
18 any nature including, but not limited to, all civil claims or workers' compensation claims arising
19 from or in any way related to CONSULTANTS' performance under this Agreement, except when
20 caused solely by the City's negligence.
21 14. INDEPENDENT CONTRACTOR. CONSULTANTS, at all times while performing
22 under this Agreement, are and shall be acting at all times as independent contractors and not as
23 agents or employees of CITY. CONSULTANTS shall secure, at their expense, and be
24 responsible for any and all payment of wages, benefits and taxes including, but not limited to,
25 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
26 Compensation, and other payroll deductions for CONSULTANTS and their officers, agents, and
27 4
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2016-119
1 employees and all business licenses, if any are required, in connection with the services to be
2 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall
3 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be
4 entitled to workers' compensation insurance, unemployment compensation, medical insurance,
5 life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account
6 of CONSULTANTS and their officers', agents' and employees' work for the CITY. This
7 Agreement does not create the relationship of agent, servant, employee partnership or joint venture
8 between the CITY and CONSULTANTS.
9 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employees
10 may be subject to the provisions of the California Political Reform Act of 1974 (the"Act"), which
11 (1)requires such persons to disclose financial interests that may be materially affected by the work
12 performed under this Agreement, and (2) prohibits such persons from making or participating in
13 making decisions that will have a foreseeable financial affect on such interest.
14 CONSULTANTS shall conform to all requirements of the Act. Failure to do so
15 constitutes a material breach and is grounds for termination of the Agreement by CITY.
16 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their
17 work and results under this Agreement. CONSULTANTS, when requested, shall furnish
18 clarification and/or explanation as may be required by the CITY's representative, regarding any
19 services rendered under this Agreement at no additional cost to CITY. In the event that an error
20 or omission attributable to CONSULTANTS occurs, then CONSULTANTS shall, at no cost to
21 CITY, provide all other CONSULTANTS professional services necessary to rectify and correct
22 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to
23 the correction.
24 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current
25 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
26 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and
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2016-119
1 negotiation of this Agreement and in the performance of its obligations hereunder except as
2 expressly provided herein.
3 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for
4 the sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or
5 incidental beneficiaries of this Agreement and no third party shall have any right in, under or to
6 this Agreement.
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2016-119
1 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND MAGGIE DeMAURO FOR ACCOUNTING CONSULTANT
2 SERVICES
3
4
5 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date
6 first above written.
7 Date: , 2016 Maggie DeMauro
By-
9
10
11 Date: ���-e- , 2016 CITY OF SAN BERNARDINO
12
13 By: 14�
Mark Scott,
14 City Manager
15
16
ATTEST:
17
Z
George .`Gigi"&a , Clerk
19
20
21 APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
22
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2016-119
EXHIBIT "B"
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
1 BERNARDINO AND RONAK DESAI dba. R.T. DESAI & ASSOCIATES FOR
2 ACCOUNTING CONSULTANT SERVICES
3
4 THIS AGREEMENT is made and entered into this 20th day of _Tl,np , 2016
5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY")
6 and Ronak Desai ("CONSULTANT").
WITNESSETH:
7
8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independent
9 contractor to provide Accounting Assistance in the Finance Department; and
10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently to
11 Perform the duties of an Independent Contractor; and
12 WHEREAS, the parties desire to enter into this Agreement to outline the duties and
13 responsibilities of the parties,
14 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
15 1 SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide
16 accounting assistance in the City of San Bernardino Finance Department.
17 1.2 Professional Practices. All professional services to be provided by
18 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the
19 Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily
20 exercised by professional CONSULTANTS in similar fields and circumstances in accordance
21 with sound professional practices. CONSULTANTS also warrant that they are familiar with all
22 laws that may affect its performance of this Agreement and shall advise CITY of any changes in
23 any laws that may affect CONSULTANTS' performance of this Agreement. CONSULTANTS
24 further represent that no CITY employee will provide any services under this Agreement.
25 1.3. Warranty. CONSULTANTS warrant that they shall perform the services
26 required by this Agreement in compliance with all applicable Federal and California employment
27
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2016-119
1 laws including, but not limited to, those laws related to minimum hours and wages; occupational
2 health and safety; fair employment and employment practices; workers' compensation insurance
3 and safety in employment; and all other Federal, State and local laws and ordinances applicable to
4 the services required under this Agreement. CONSULTANTS shall indemnify and hold harmless
5 CITY from and against all claims, demands,payments, suits, actions,proceedings, and judgments
6 of every nature and description including reasonable attorneys' fees and costs,presented,brought,
7 or recovered against CITY for, or on account of any liability under any of the above-mentioned
8 laws, arising from or related to CONSULTANTS' performance under this Agreement.
9 1.4. Non-discrimination. In performing this Agreement, CONSULTANTS shall not
10 engage in, nor permit their officers, employees or agents to engage in, discrimination in
11 employment of persons because of their race,religion, color,national origin,ancestry,age,mental
12 or physical disability,medical condition,marital status, sexual gender or sexual orientation,except
13 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
14 result in the imposition of penalties referred to in Labor Code, Section 1735.
15 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may
16 enter into agreements with other CONSULTANTS for services similar to the services that are
17 subject to this Agreement or may have its own employees perform services similar to those
18 services contemplated by this Agreement.
19 1.6 Delegation and Assignment. This is a personal service contract, and the duties
20 set forth herein shall not be delegated or assigned to any person or entity without the prior written
21 consent of CITY. CONSULTANTS may engage a subcontractor(s) as permitted by law and may
22 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS'
23 sole cost and expense.
24 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANTS
25 shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
26 payment from or employment with any person or entity which will constitute a conflict of interest
27 2
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2016-119
1 with the CITY.
2 1.8. CITY Business Certificate. CONSULTANTS shall, prior to execution of this
3 Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business
4 Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any
5 and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are
6 legally required of CONSULTANTS to practice their profession, skill or business.
7 2. TERM. The term of this Agreement shall begin on July 1, 2016 and terminate at
8 midnight on June 30, 2017.
9 3. COMPENSATION AND EXPENSES. For the term of this Agreement, Consultant shall
10 be compensated for her services at $105.00 an hour, not to exceed $90,000. Consultant shall not
11 be entitled to any compensation, leave accruals, retirement or other benefits beyond the
12 aforementioned hourly rate of pay.
13 4. TERMINATION. Under the terms of this Agreement, Consultant serves in an "at will"
14 capacity and may be terminated at any time, with or without cause, and Consultant may resign at
15 any time. Nothing in this Agreement shall be construed as creating any vested right in the
16 position of Accounting Assistance Consultant or in employment with the CITY.
17 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
18 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement or
19 in any way made between the parties or their agents are replaced and superseded by this
20 Agreement.
21 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable laws
22 of the United States of America, the State of California, and all other applicable laws.
23 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the laws
24 of the State of California.
25 8. ATTORNEY'S FEES. In any litigation relating to this Agreement, the prevailing party
26 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attorney
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1 and members of his/her office in enforcing this contract on behalf of the CITY shall be considered
2 "attorney's fees" for the purposes of this paragraph.
3 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court of
4 law, such provision shall be considered severable, and the remainder of this Agreement or any
5 provision hereof shall not be affected.
6 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall not
7 constitute a waiver of the right to compel enforcement of the remaining provisions of this
8 Agreement.
9 11. AMENDMENT. This Agreement may only be amended by a written instrument
10 executed by the parties hereto, and may not be amended by oral agreement.
11 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prior
12 written consent of the City.
13 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect,
14 defend, indemnify and hold harmless CITY and its elected and appointed official, boards,
15 commissions, and officers, attorneys, agents and employees from any and all claims, losses,
16 demands suits, administrative actions, penalties, liabilities and expenses, including reasonable
17 attorney fees, damage to property or injuries to or death of any person or persons or damages of
18 any nature including, but not limited to, all civil claims or workers' compensation claims arising
19 from or in any way related to CONSULTANTS' performance under this Agreement, except when
20 caused solely by the City's negligence.
21 14. INDEPENDENT CONTRACTOR. CONSULTANTS, at all times while performing
22 under this Agreement, are and shall be acting at all times as independent contractors and not as
23 agents or employees of CITY. CONSULTANTS shall secure, at their expense, and be
24 responsible for any and all payment of wages, benefits and taxes including, but not limited to,
25 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
26 Compensation, and other payroll deductions for CONSULTANTS and their officers, agents, and
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1 employees and all business licenses, if any are required, in connection with the services to be
2 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall
3 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be
4 entitled to workers' compensation insurance, unemployment compensation, medical insurance,
5 life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account
6 of CONSULTANTS and their officers', agents' and employees' work for the CITY. This
7 Agreement does not create the relationship of agent, servant,employee partnership or joint venture
8 between the CITY and CONSULTANTS.
9 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employees
10 may be subject to the provisions of the California Political Reform Act of 1974 (the"Act"),which
11 (1)requires such persons to disclose financial interests that may be materially affected by the work
12 performed under this Agreement, and (2) prohibits such persons from making or participating in
13 making decisions that will have a foreseeable financial affect on such interest.
14 CONSULTANTS shall conform to all requirements of the Act. Failure to do so
15 constitutes a material breach and is grounds for termination of the Agreement by CITY.
16 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their
17 work and results under this Agreement. CONSULTANTS, when requested, shall furnish
18 clarification and/or explanation as may be required by the CITY's representative, regarding any
19 services rendered under this Agreement at no additional cost to CITY. In the event that an error
20 or omission attributable to CONSULTANTS occurs, then CONSULTANTS shall, at no cost to
21 CITY, provide all other CONSULTANTS professional services necessary to rectify and correct
22 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to
23 the correction.
24 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current
25 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
26 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and
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1 negotiation of this Agreement and in the performance of its obligations hereunder except as
2 expressly provided herein.
3 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for
4 the sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or
5 incidental beneficiaries of this Agreement and no third party shall have any right in, under or to
6 this Agreement.
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CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
1 BERNARDINO AND RONAK DESAI dba. R.T. DESAI & ASSOCIATES FOR
2 ACCOUNTING CONSULTANT SERVICES
3
4
5 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date
6 first above written.
7 Date: , 2016 R.T. DESAI &ASSOCIATES
8 By:
9 Ronak Desai
10
11 Date: 92016 CITY OF SAN BERNARDINO
12
13 By.
Mark Scott,
14 City Manager
15
16
ATTEST:
17
18
Georgeann"Gigi" Hanna, City Clerk
19
20
21 APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
22
23 B \
24
25
26
27 7
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EXHIBIT "B"
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
1 BERNARDINO AND RONAK DESAI dba. R.T. DESAI & ASSOCIATES FOR
2 ACCOUNTING CONSULTANT SERVICES
3
4 THIS AGREEMENT is made and entered into this 20th day of .T,,,,,. 2016
5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY")
6 and Ronak Desai ("CONSULTANT").
7 WITNESSETH:
8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independent
9 contractor to provide Accounting Assistance in the Finance Department; and
10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently to
11 perform the duties of an Independent Contractor; and
12 WHEREAS, the parties desire to enter into this Agreement to outline the duties and
13 responsibilities of the parties,
14 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS:
15 1. SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide
16 accounting assistance in the City of San Bernardino Finance Department.
17 1.2 Professional Practices. All professional services to be provided by
18 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the
19 Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily
20 exercised by professional CONSULTANTS in similar fields and circumstances in accordance
21 with sound professional practices. CONSULTANTS also warrant that they are familiar with all
22 laws that may affect its performance of this Agreement and shall advise CITY of any changes in
23 any laws that may affect CONSULTANTS' performance of this Agreement. CONSULTANTS
24 further represent that no CITY employee will provide any services under this Agreement.
25 1.3. Warranty. CONSULTANTS warrant that they shall perform the services
26 required by this Agreement in compliance with all applicable Federal and California employment
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1 laws including, but not limited to, those laws related to minimum hours and wages; occupational
2 health and safety; fair employment and employment practices; workers' compensation insurance
3 and safety in employment; and all other Federal, State and local laws and ordinances applicable to
4 the services required under this Agreement. CONSULTANTS shall indemnify and hold harmless
5 CITY from and against all claims, demands,payments, suits, actions,proceedings, and judgments
6 of every nature and description including reasonable attorneys' fees and costs,presented,brought,
7 or recovered against CITY for, or on account of any liability under any of the above-mentioned
8 laws, arising from or related to CONSULTANTS' performance under this Agreement.
9 1.4. Non-discrimination. In performing this Agreement, CONSULTANTS shall not
10 engage in, nor permit their officers, employees or agents to engage in, discrimination in
1 I employment of persons because of their race,religion, color,national origin, ancestry, age,mental
12 or physical disability,medical condition,marital status, sexual gender or sexual orientation,except
13 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
14 result in the imposition of penalties referred to in Labor Code, Section 1735.
15 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may
16 enter into agreements with other CONSULTANTS for services similar to the services that are
17 subject to this Agreement or may have its own employees perform services similar to those
18 services contemplated by this Agreement.
19 1.6 Delegation and Assignment. This is a personal service contract, and the duties
20 set forth herein shall not be delegated or assigned to any person or entity without the prior written
21 consent of CITY. CONSULTANTS may engage a subcontractor(s)as permitted by law and may
22 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS'
23 sole cost and expense.
24 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANTS
25 shall at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept
26 payment from or employment with any person or entity which will constitute a conflict of interest
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1 with the CITY.
2 1.8. CITY Business Certificate. CONSULTANTS shall, prior to execution of this
3 Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business
4 Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any
5 and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are
6 legally required of CONSULTANTS to practice their profession, skill or business.
7 2. TERM. The term of this Agreement shall begin on July 1, 2016 and terminate at
8 midnight on June 30, 2017.
9 3. COMPENSATION AND EXPENSES. For the term of this Agreement, Consultant shall
10 be compensated for her services at$105.00 an hour, not to exceed $90,000. Consultant shall not
11 be entitled to any compensation, leave accruals, retirement or other benefits beyond the
12 aforementioned hourly rate of pay.
13 4. TERMINATION. Under the terms of this Agreement, Consultant serves in an "at will"
14 capacity and may be terminated at any time, with or without cause, and Consultant may resign at
15 any time. Nothing in this Agreement shall be construed as creating any vested right in the
16 position of Accounting Assistance Consultant or in employment with the CITY.
17 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
18 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement or
19 in any way made between the parties or their agents are replaced and superseded by this
20 Agreement.
21 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable laws
22 of the United States of America, the State of California, and all other applicable laws.
23 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the laws
24 of the State of California.
25 8. ATTORNEY'S FEES. In any litigation relating to this Agreement, the prevailing party
26 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attorney
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2016-119
1 and members of his/her office in enforcing this contract on behalf of the CITY shall be considered
2 "attorney's fees" for the purposes of this paragraph.
3 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court of
4 law, such provision shall be considered severable, and the remainder of this Agreement or any
5 provision hereof shall not be affected.
6 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall not
7 constitute a waiver of the right to compel enforcement of the remaining provisions of this
8 Agreement.
9 11. AMENDMENT. This Agreement may only be amended by a written instrument
10 executed by the parties hereto, and may not be amended by oral agreement.
11 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prior
12 written consent of the City.
13 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect,
14 defend, indemnify and hold harmless CITY and its elected and appointed official, boards,
15 commissions, and officers, attorneys, agents and employees from any and all claims, losses,
16 demands suits, administrative actions, penalties, liabilities and expenses, including reasonable
17 attorney fees, damage to property or injuries to or death of any person or persons or damages of
18 any nature including, but not limited to, all civil claims or workers' compensation claims arising
19 from or in any way related to CONSULTANTS' performance under this Agreement, except when
20 caused solely by the City's negligence.
21 14. INDEPENDENT CONTRACTOR. CONSULTANTS, at all times while performing
22 under this Agreement, are and shall be acting at all times as independent contractors and not as
23 agents or employees of CITY. CONSULTANTS shall secure, at their expense, and be
24 responsible for any and all payment of wages, benefits and taxes including, but not limited to,
25 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
26 Compensation, and other payroll deductions for CONSULTANTS and their officers, agents, and
27 4
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2016-119
1 employees and all business licenses, if any are required, in connection with the services to be
2 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall
3 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be
4 entitled to workers' compensation insurance, unemployment compensation, medical insurance,
5 life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account
6 of CONSULTANTS and their officers', agents' and employees' work for the CITY. This
7 Agreement does not create the relationship of agent,servant,employee partnership or joint venture
8 between the CITY and CONSULTANTS.
9 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employees
10 may be subject to the provisions of the California Political Reform Act of 1974 (the"Act"),which
11 (1)requires such persons to disclose financial interests that may be materially affected by the work
12 performed under this Agreement, and (2) prohibits such persons from making or participating in
13 making decisions that will have a foreseeable financial affect on such interest.
14 CONSULTANTS shall conform to all requirements of the Act. Failure to do so
15 constitutes a material breach and is grounds for termination of the Agreement by CITY.
16 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their
17 work and results under this Agreement. CONSULTANTS, when requested, shall furnish
18 clarification and/or explanation as may be required by the CITY's representative, regarding any
19 services rendered under this Agreement at no additional cost to CITY. In the event that an error
20 or omission attributable to CONSULTANTS occurs, then CONSULTANTS shall, at no cost to
21 CITY, provide all other CONSULTANTS professional services necessary to rectify and correct
22 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to
23 the correction.
24 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current
25 employee of CITY to perform the work under this Agreement while this Agreement is in effect.
26 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and
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1 negotiation of this Agreement and in the performance of its obligations hereunder except as
2 expressly provided herein.
3 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for
4 the sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or
5 incidental beneficiaries of this Agreement and no third party shall have any right in, under or to
6 this Agreement.
7
8
9
10
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12
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15
16
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18 HI
19 ///
20 ///
21 ///
22 ///
23 ///
24 ///
25 ///
26
27 6
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2016-119
CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN
1 BERNARDINO AND RONAK DESAI dba. R.T. DESAI & ASSOCIATES FOR
2 ACCOUNTING CONSULTANT SERVICES
3
4
5 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date
6 first above written.
7 Date: j 10 , 2016 R.T. DESAI &ASSOCIATES
8 By:
9 Ronak Desai
10
11 Date: , 2016 CITY OF SAN BERNARDINO
12 Acat 40-te
13 By'
Mark Scott,
14 City Manager
15
16
ATTEST:
17
1 -�2 —zt'�4�
GeorgeanfVGigi'HannW, City Clerk
19
20
21 APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
22
23 B
24
25
26
27 7
28