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HomeMy WebLinkAbout2018-1441 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-144 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND THE CITY OF SAN BERNARDINO FOR ACCOUNTING CONSULTANT SERVICES WHEREAS, on May 16, 2016, the City Manager authorized a Professional Services Agreement between the City of San Bernardino and Annie Clark in an amount not to exceed $49,000,000 for consulting services; and WHEREAS, on March 10, 2017, at the direction of the Mayor and City Council, the City Manager executed the First Amendment to the Professional Services Agreement between the City of San Bernardino and Annie Clark in an amount not to exceed Eighty -Eight Thousand Dollars ($88,000.00), for consulting services; and WHEREAS, June 21, 2017, at the direction of the Mayor and City Council, the City Manager executed the Second Amendment to the Professional Services Agreement between the City of San Bernardino and Annie Clark, in an amount not to exceed Eighty-eight Thousand Dollars ($88,000.00), for consulting services; and WHEREAS, there is a continued need for consulting services relative to the grants management and accounting functions performed by Annie Clark, NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor and City Council approve the Consultant Services Agreement between the City of San Bernardino and Annie Clark to provide assistance to the Housing and Economic Development Department and the Finance Department, for a total amount not to exceed $88,000, in the form attached to this Resolution as Exhibit A. SECTION 2. The City Manager or her designee is hereby authorized and directed to execute the Consultant Services Agreement, to take all other actions and execute all other documents as may be necessary to effectuate the intent of the agreement, and in consultation with the City Attorney, to make such ministerial and non -material revisions to the agreement as may be necessary to effectuate its intent. SECTION 3. The authorization to execute the above referenced Consultant Services Agreement is rescinded if the parties to the Agreement do not execute it within sixty (60) days of the adoption of this Resolution. 111 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND THE CITY OF SAN BERNARDINO FOR ACCOUNTING CONSULTANT SERVICES 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 6`h day of June 2018, by the following vote, to wit: Council Members: AYES MARQUEZ BARRIOS VALDIVIA X M SHORETT NICKEL �( RICHARD MULVIHILL X NAYS ABSTAIN ABSENT CA,: Georgean anna, , City Clerk The foregoing Resolution is hereby approved this 6th day of June 2018. Approved as to form: Gary D. Saenz, City Attorney CU4'1 X—VL-� C� R. Carey Davis, ayor City of San Bernardino 7 CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND CITY OF SAN BERNARDINO This Consultant Services Agreement is entered into this 6h day of June 2018, by and between Annie Clark ("CONSULTANT") and the City of San Bernardino ("CITY"). WITNESSETH: WHEREAS, the City of San Bernardino Economic & Housing Development Department and the Finance Department are in need of a consultant to provide services to CITY; and WHEREAS, CONSULTANT has the expertise to provide such services as described in Exhibit "A". NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES PROVIDED BY CONSULTANT I.I. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide to the Economic & Housing Development Department and the Finance Department professional services described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by this reference. If a conflict arises between the Scope of Services and any other term of this Consultant Services Agreement (hereinafter "Agreement"), the other terms of this Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by personnel identified herein and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that she is familiar with all laws that may affect the performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT further represents that no CITY employee will provide any services under this Agreement. 1.3. Warrant . CONSULTANT warrants that she shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws 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, defend with counsel reasonably acceptable to CITY, and hold harmless CITY from and against all claims, Annie Clark Consultant Agreement demands, payments, suits, actions, proceedings, and 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 performance of this Agreement, CONSULTANT shall not engage in, nor permit officers, employees or agents of CONSULTANT to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, age, mental or physical disability, medical condition, genetic information, marital status, gender, gender identity, sexual orientation, military and veteran status, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735. 1.5. Non -Exclusive Age CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assigainent. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without prior written consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost and expense. 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and fiduciary duty as to CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with CITY. 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 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 that are legally required of CONSULTANT to practice CONSULTANT'S profession, skill, and business. 2.0 COMPENSATION AND BILLING 2.1. Compensation. Except as provided herein, CONSULTANT shall be paid at the rate of $91.00 per hour for a total amount not to exceed flighty -eight Thousand Dollars ($88,000.00) as set forth in Exhibit "A." Annie Clark Consultant Agreement 2 2.2. Expenditures by CONSULTANT. No expenditures made by CONSULTANT in performing the services, including mileage or miscellaneous expenses, shall be reimbursed by CITY. 2.3. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the scope of services specified in Attachment "A" unless CITY, prior to CONSULTANT performing the additional services, approves such additional services in writing. It is specifically understood that oral requests for and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.4. Method of Billing. CONSULTANT may submit invoices monthly to CITY for approval. Said invoices shall be based on the total of all CONSULTANT's services which have been completed to CITY's satisfaction, as determined by CITY in its sole discretion, for the time period billed. CITY shall pay CONSULTANT's invoice within thirty (30) days from the date CITY received said invoice. The invoice shall describe in detail the service performed and the associated time expended for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services," and the invoice on which the Additional Services appear shall identify the number of the authorized change order, where applicable. 2.5. Records and Audits. Records of CONSULTANT's services relating to this 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 (3) years from the Effective Date, as defined in Section 3.1 of this Agreement. 3.0 TERM AND RENEWAL; NOTIFICATION 3.1. Term. The Effective Date of this Agreement shall be July 1, 2018. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit "A', not to occur later than June 30, 2019, unless the Agreement is previously terminated as provided for herein. After expiration, this Agreement may at the sole option of CITY be renewed for one additional year up to two times, for a total term not to exceed three years. Renewals shall be made by written amendment according to the requirements set forth in Section 4.14 of this Agreement. 3.2. Termination. Either CITY or CONSULTANT may terminate the services provided under this Agreement upon thirty (30) days' written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered prior to the date of termination and documented as required under Section 2.0 of this Agreement. 3.3. Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in the performance of this Agreement shall be delivered to CITY within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to 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 CONSULTANT. Annie Clark Consultant Agreement 3 4.0 GENERAL PROVISIONS 4.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. The terms of this Agreement shall prevail over any inconsistent provision in any other contract or document appurtenant hereto, including exhibits to this Agreement. 4.2. 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 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. TO CONSULTANT: TO CITY: Annie Clark Kathy Brann 31610 Sweetwater Circle Economic & Housing Development Director Temecula, CA 92591 290 North D Street San Bernardino, CA 92401 4.3. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, each party shall bear its own attorneys' fees. No right of any party to recover attorneys' fees in the event of such litigation is intended by the parties and no such right shall be implied from this Agreement. 4.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 4.5. Assigiment. CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance without such consent shall be void and shall constitute a breach of this Agreement and cause for 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 performed by CONSULTANT hereunder for the term of this Agreement. 4.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend with counsel reasonably acceptable to CITY, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and Annie Clark Consultant Agreement 4 all claims, losses, demands, suits, 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 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 or willful misconduct. 4.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting as an independent contractor and not as an agent or an employee of CITY. CONSULTANT shall be solely 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 the officers, agents, and employees of CONSULTANT as may be required by law. CONSULTANT shall secure, at the sole expense of CONSULTANT, all business licenses or other governmental permissions or authorizations required in connection with the services to be performed hereunder. Neither CONSULTANT nor the officers, agents and employees of CONSULTANT shall be entitled to receive any benefits which employees of CITY are entitled to receive including without limitation workers' compensation insurance benefits, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT's and CONSULTANT's officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee, partnership or joint venture between the CITY and CONSULTANT. 4.8. Conflict of Interest Disclosure. CONSULTANT or CONSULTANT's 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 making decisions that will have a foreseeable financial effect on such interests. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach of this Agreement and is grounds for termination of this Agreement by CITY. 4.9. Responsibility for Errors. CONSULTANT shall be responsible for CONSULTANT's 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, provide all other professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and participate in any meeting required with regard to the correction. 4.10. Prohibited Employment. CONSULTANT shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. Annie Clark Consultant Agreement 5 4.11. 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 expressly provided herein. 4.12. No Third Paily Benefici Ri its. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 4.13, Headings. Section and subsection headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 4.14. Amendments. This Agreement may not be modified or amended except by a writing executed by all of the parties hereto or their respective successors and assigns. Any amendment giving rise to an expense of more than $50,000 to CITY shall not be effective unless and until approved by the City Council of CITY. 4.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of the right to require such performance or compliance. No waiver of any provision of 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 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. 4.16. Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall 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. 4.17. Count arts. 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. 4.18. 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 parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Annie Clark Consultant Agreement 6 CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK 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 545 26 _ _, 2018 CONSUL T By: nnje Clark Dated Tune 2Lo , 2018 CITY OF SAN BERNARDINO J By: Andrea M. Miller, City Manager APPROVED AS TO FORM Gary D. Saenz, City Attorney By A ST: Georgeann arena, CMC, ity Clerk Annie Clark Consultant Agreement 7 Attachment A ANNIE CLARK SCOPE OF SERVICES FOR CITY OF SAN BERNARDINO CONSULTANT SERVICES AGREEMENT JULY 1, 2018 TO JUNE 30, 2019 1. Consultant shall assist the City of San Bernardino, under the direction of the Housing Manager, with the administration of the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), Neighborhood Stabilization Program (NSP 1 and NSP 3); and HOME Investment Partnerships Act (HOME) programs, and of the Low - Moderate Income Housing Fund. 2. Consultant shall be paid at the rate of $91.00 per hour for a total amount not to exceed Eighty-eight Thousand Dollars ($88,000.00) per annum. 3. The Agreement is for the period starting July 1, 2018 and ending June 30, 2019. 4. Unless otherwise agreed by the parties, Consultant shall devote 70 percent of Consultant's time in performing services to assist the City's Economic & Housing Development Department, and 30 percent assisting the City's Finance Department. Consultant shall, without limitation, perform the following functions: Economic & Housing Development Department • Coordinate the preparation and administration of the Economic & Housing Development budget. ■ Make recommendations on proposals and other budgetary or financial matters. • Perform analyses of capital program funding sources. • Prepare, review and/or approve draw -downs of federal and state grant funds including CDBG, ESG, HOME, and NSP 1 and 3 funds, and prepare drawdown reconciliation reports and quarterly reports. • Monitor and periodically update operating and capital budgets to reflect budget adjustments and funding changes. • Prepare analyses, schedules, summaries, journal entries and reconciliation to produce accurate periodic financial reports. • Prepare cash flow analysis. • Answer questions and compile special reports for departmental use in budget tracking and reporting. • Balance and reconcile expenditures to the General Ledger and Budget. • Coordinate and assist in the preparation of the audit schedules; analyze, reconcile and prepare year-end adjusting, accruals, and closing entries. Annie Clark Consultant Agreement 8 • Work directly with housing staff and staff from other departments to resolve technical accounting issues and problems. • Research and answer financial and other inquires submitted by staff and other departments. • Assist in the preparation of periodic and ad-hoc financial reports, including the Action Plan, the financial sections of the Consolidated Annual Performance Evaluation Report (CAPER), and the Annual Single Audit Report. Finance Department • Act as a grant liaison between the Finance Department and the Parks, Recreation & Community Services, Police, and Public Works Departments. • Assist in the preparation of the grants budgets if applicable. • Perform quarterly review of Parks, Recreation & Community Services, Police and Public Works Departments grants revenues and expenditures for accuracy, and make necessary adjustments. • Prepare the Federal Financial Reports for the Parks, Recreation & Community Services grants including Retired & Senior Volunteer Program and Senior Companion Program grants. • Prepare Monthly Reimbursement Report for the Parks, Recreation & Community Services' Senior Nutrition Program grant. • Research and answer financial and other inquires submitted by staff and other departments. ■ Coordinate and assist in the preparation of the audit schedules; analyze, reconcile and prepare year-end adjusting, accruals, and closing entries. Annie Clark Consultant Agreement 9