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RESOLUTION NO. 2017-191
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH WORTHINGTON
PARTNERS, LLC FOR CONSULTING SERVICES RELATED TO STRATEGIC
PLANNING AND ORGANIZATIONAL DEVELOPMENT
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and
directed to execute on behalf of said City a Professional Services Agreement between
Worthington Partners, LLC and the City of San Bernardino for services related to strategic
planning and organizational development, a copy of which is attached hereto and incorporated
herein as Exhibit A.
SECTION 2. The authorization granted by this Resolution shall expire and be void and
of no further effect if the agreement is not executed by both parties and returned to the Office of
the City Clerk within sixty (60) days following the effective date of this Resolution.
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH WORTHINGTON
PARTNERS, LLC FOR CONSULTING SERVICES RELATED TO STRATEGIC
PLANNING AND ORGANIZATIONAL DEVELOPMENT
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the e
day of October 2017, by the following vote, to wit:
Council Members:
AYES
MARQUEZ
X
BARRIOS
X
VALDIVIA
X
SHORETT
X(m)
NICKEL
X(S)
RICHARD
X
MULVIHILL
X
NAYS ABSTAIN ABSENT
4-
Georgean 2 anna, CMC, City Clerk
The foregoing Resolution is hereby approved this 4th day of October 2017.
(V�
R. Carey Davis, ayor
City of San Be ardino
Approved as to form:
Gary D. Saenz, City Attorney
By:
7
2
PROFESSIONAL SERVICES AGREEMENT
STRATEGIC PLANNING AND ORGANIZATIONAL
DEVELOPMENT CONSULTING SERVICES
1. The CITY OF SAN BERNARDINO (hereinafter "CITY") and Worthington
Partners, LLC (hereinafter "CONSULTANT") are the parties to this Agreement.
2. Greg Devereaux is hereby designated and appointed as the representative on
behalf of CONSULTANT who shall serve as provided by this Agreement. CONSULTANT
will be working with the CITY to provide all appropriate consulting services pertaining to the
general administration of the CITY provided in "Scope of Work", which attached hereto and
incorporated herein as though set forth in full as Attachment A.
3. CONSULTANT shall be paid a monthly retainer of $10,000 per month with a
total amount not to exceed $120,000 in a given year.
The amounts expended under this Agreement for fees shall not exceed $120,000
in a given year without further approval of the Mayor and City Council.
4. Invoices shall be submitted at least on a monthly basis and no later than the 10,
day of each succeeding month.
5. Generally, costs are not reimbursed except travel if approved in advance by the
City Manager. If approved, the actual cost for lodging, mileage and related travel costs shall be
itemized when submitted to the CITY for reimbursement.
6. Time Devoted for Performance of Services. CONSULTANT shall devote
sufficient time and resources as is reasonably necessary to timely fulfill the purpose of this
Agreement and the Scope of the Work set forth in Attachment A attached hereto.
7. Confidential Information. CONSULTANT agrees that any information,
received by CONSULTANT or its employees or agents during furtherance of their obligations
under this Agreement that concerns the personnel, technical, financial or other confidential or
proprietary affairs of the CITY will be maintained in confidence and will not be revealed or
disclosed to any person, firm or organization, without CITY's prior authorization.
retains.
8. CONSULTANT may, if it chooses, pay the fees and charges of any consultants it
9. Assignment. CITY specifically contracts for services of CONSULTANT and
CONSULTANT may not assign, subcontract or delegate the performance of services under this
Agreement to anyone else without the express written consent of CITY.
10. Status reports will be submitted to the CITY through the City Manager's Office
whenever any significant event occurs, and in any event at least monthly.
11. Copies of all opinions, drafts, analyses and reports shall be provided to the City
Manager's Office which may reproduce same and provide copies to the Mayor, City Council and
City staff.
12. Copies of any correspondence and other documents sent to any outside parties in
connection with the CONSULTANT'S work shall also be provided to the CITY through the City
Manager's Office.
13. The term of this Agreement shall be for a period of three (3) years, commencing
on October 5, 2017, and shall remain in effect until October 5, 2020; however, the CITY may
extend the term by a period of one additional year on the same terms and conditions as provided
herein by giving CONSULTANT written notice of its desire to extend the term of the
Agreement. Either party may terminate the Agreement for any reason upon thirty (30) calendar
days written notice to the other party. In the event of termination, CONSULTANT shall be
paid in an amount reflecting the prorated amount for the month.
14. CONSULTANT is an independent contractor to the CITY. CONSULTANT
will, however, work closely with CITY'S employees to effectuate strategic planning,
organizational development revenue and economic development.
15. CONSULTANT shall maintain the following types of insurance with limits as
shown, or insurance that meets these requirements as determined by the City and Consultant:
a) Workers Compensation as required by the laws of the State of California,
including Employment Liability with $250,000 limits covering all persons
providing service on behalf of CONSULTANT and all risks to such persons under
this Agreement. CONSULTANT shall require its Workers Compensation
carrier to waive all rights of subrogation against the CITY and its officers and
employees and any others for whom services are being provided under this
Agreement.
b) Comprehensive General and Automobile Liability Insurance coverage to include
contractual coverage and automobile coverage for owned, hired and non -owned
vehicles: The policy shall have at least a combined single limit of $1,000,000
for bodily injury and property damage.
c) Liability Insurance with limits of at least $1,000,000 per claim. In lieu of
naming the CITY as an additional insured, the policy may be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the
liability assumed by the Insured under the Agreement with the
CITY OF SAN BERNARDINO, provided such liability results
from an error, omission or negligent act of the insured, its officers,
employees, agents, or subcontractors. All other provisions of this
policy are to remain unchanged."
CONSULTANT shall furnish certificates of insurance and certified copies of all
policies and endorsements to the City Manager's Office evidencing the insurance coverage
above required prior to the commencement of performance of services hereunder, which
certificates shall provide that such insurance shall not be terminated or expire without thirty (30)
days written notice to the City Manager's Office, and shall maintain such insurance from the
time CONSULTANT commences performance of services hereunder until the completion of
such services.
All policies, with respect to the insurance coverage above required, except for the
Workers Compensation insurance coverage and liability coverage, if applicable, shall obtain
additional endorsements naming the CITY and all parties represented under this Agreement,
their employees, agents, volunteers and officers as additional named insureds with respect to
liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing with any
insurance policies or self-insurance programs carried or administered by the CITY or other
parties represented under this Agreement.
16. All communications and billings to the CITY are to be directed as follows:
City Manager's Office
CITY OF SAN BERNARDINO
290 North "D" Street
San Bernardino, CA 92418
Attention: Andrea M. Miller
All communications to CONSULTANT are to be directed as follows:
WORTHINGTON PARTNERS, LLC
12403 Central Avenue, Suite 373
Chino, CA 91710
Attention: Greg Devereaux
PROFESSIONAL SERVICES AGREEMENT
STRATEGIC PLANNING AND ORGANIZATIONAL
DEVELOPMENT CONSULTING SERVICES
Dated: 2017 WORTHINGTONTNERS
6&1k1c.':Fck-
g;-Zr reaux
Dated:
2017 CITY O SAN BERNA DINO
By: Andrea M. Miller, City Manager
Approved as to form:
Gary D. Saenz, City Attorney
By:
A ST:
George anna, CkfC, City Clerk