HomeMy WebLinkAbout24-City Manager CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL AOD'h(a7611 V A L
From: Fred Wilson, City Manager Subject: Resolution authorizing the
execution of a Consultant Services
Dept: City Manager's Office Agreement with Sidewalk Strategies, a
division of Tramutola LLC, to provide
Date: December 11, 2007 Public Information Services related to the
Utility User's Tax rate reduction and
modernization ballot measure
M/CC Meeting Date: December 17, 2007_
Synopsis of Previous Council Action:
December 5, 2007 — Ways and Means Committee refered this item to the full Council with a
recommendation to approve a consultant, to be determined by the City Manager, with a budget
not to exceed $100,000
Recommended Motion:
1. Adopt resolution;
2. Authorize the Director of Finance to amend the FY 2007-08 Adopted Budget to transfer
$77,800 from the Unreserved/Undesignated General Fund Balance to Account No. 001-092-
5502 (Professional/Contractual Services).
4L 0
Signature
Contact person: Lori Sassoon Phone: 5122
Supporting data attached: staff report, reso, agrmt Ward: All
FUNDING REQUIREMENTS: Amount: Not to exceed $77,800
Source: (Acct. No.)
(Acct. Description) Unreserved/undesignated
General Fund balance
Finance:
Council Notes: ° 007
Agenda Item No. ol q
i
STAFF REPORT
Subject:
Resolution authorizing the execution of a Consultant Services Agreement with Sidewalk Strategies, a
division of Tramutola LLC,to provide Public Information Services related to the Utility User's Tax
rate reduction and modernization ballot measure
Background:
On November 5, the Mayor and Council voted to place an ordinance on the February 2008 ballot that
will reduce the City's Utility User's Tax (UUT) rate, and modernize the telecommunications
provisions of the ordinance. This action was the culmination of several years' worth of discussion
and consideration regarding various technological and legal challenges in the area of UUT
administration.
Eight (8) California cities had very similar measures on the November 2007 ballot, and all eight were
successful. Five (5) of those cities chose to use the services of a consultant to engage in a publicly-
funded public information program. Public resources (funds, staff time, computers, and so forth)
cannot be used to advocate for or against a ballot measure. It is permissible and common,though, for
public agencies to fund neutral public information programs that are designed to inform constituents
about a given issue of importance to the community. These programs are developed in close
consultation with City Attorneys so as to ensure they remain informational. The attached public
information collateral from the City of Benicia's recent effort is attached as an example.
Staff solicited proposals for services from the two firms involved in the November 2007 UUT efforts,
as well as three other firms that have worked previously in San Bernardino County. A summary of
their experience and costs is attached. In addition to the consulting costs, a public information
program would require additional funds for printing, mailing, advertising, recorded phone calls, and
other related activities.
Given the importance of the UUT ballot measure, now known as Measure L, staff recommends that
the Mayor and Council retain the services of a consultant to conduct a public information program.
On December 5, the Ways and Means Committee discussed this matter, and recommended that the
Mayor and Council retain a consultant for this work, to be determined by the City Manager, with a
budget not to exceed $100,000.
Subsequent to the Committee meeting, further research was conducted concerning the various
consultants and their related experience, especially as it relates to public information programs.
Based on that research, staff recommends that the City retain Sidewalk Strategies, a division of
Tramutola LLC. Tramutola's recent experience with UUT ballot measures includes the cities of
Ventura, Los Altos, and Benecia, in addition to over 20 years of experience in bond and tax elections.
In the Inland Empire, the firm worked previously on the City of Colton's UUT measure, and school
bond measures for the Norco-Corona, Murrieta, Beaumont, Apple Valley, Perris, and Chaffey-Union
school districts.
Tramutola's consulting fee is $17,500, plus expenses not to exceed $300, for a total consulting cost of
$17,800. Additional costs for preparation of materials, mailing, and other communications are not to
exceed $60,000, bringing the total cost of this public information effort to $77,800.
If approved, the City Manager's Office will begin working with the consultant immediately to
prepare public information materials related to the UUT measure, which is now titled Measure L.
Financial Impact:
Since this project was not contemplated during the development of the FY 2007-08 budget, a budget
amendment is required. It is recommended that the Director of Finance be authorized to amend the
FY 2007-08 Adopted Budget to transfer$77,800 from the Unreserved/Undesignated General Fund
Balance to Account No. 001-092-5502 (Professional/Contractual Services).
Recommendation:
Adopt resolution, and Authorize the Director of Finance to amend the FY 2007-08 Adopted Budget
to transfer $77,800 from the Unreserved/Undesignated General Fund Balance to Account No. 001-
092-5502 (Professional/Contractual Services).
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.................... ..............
Measure S Ballot Statement
City of Benicia Communication Users
Tax Reduction and Amendment
"Shall an ordinance be adopted to amend the communication
TxE cITY of
users tax to reduce the tax rate to 3.5%and update the definitions
ENICI of the items subject to the tax to help preserve Benicia's essential
cAi'F"R '��1 services such as p ce oli fire, and street maintenance?"
Measure S Measure
is on the November Reduce the existing Telephone and Cable Utility Users Tax (UUT) rate
ballot to update Benicia's from 4% to 3.5% for all Benicia residents.
Communication Users Tax Ensure Benicia's policy complies with recent changes in state and
and maintain funding for federal law.
vital city services. Ensure that all residents are treated equally. Because Benicia's
ordinance is close to 20 years old and outdated, its definitions may not
reflect the latest technologies resulting in some residents being taxed
for communications services while others are not.
Protect funding for vital city services. Recent changes in federal law
requires Benicia's ordinance to be changed to ensure the UUT is being
applied fairly and to avoid potential litigation.
Measure S will not tax Internet access. Under current federal
law, Internet services are not taxable.
Measure S continues to allow a senior exemption for Benicia
residents over the age of 62.
Measure S REQUIRES.
All Measure S funds to stay in Benicia to maintain public services
and programs.
Independent financial audits to ensure all funds are properly spent.
Election Day is November 6th ,
*This Fact Sheet is provided as a public service from the City of Benicia for your information only.Measure S is on the November 6th ballot.
Questions • Answers About Measure S
Communication Users Tax Reduction and Amendment
What is Measure S? Seniors are currently exempted from paying
The City Council has placed Measure S on the November ballot the UUT. Will the exemption be maintained?
to update Benicia's Communication Users Tax and maintain Yes. Citizens over the age of 62 may apply for an exemption
funding for vital city services.The new ordinance authorized from paying the Utility Users Tax. Measure S codifies the
by Measure S will reduce the tax rate from 4% to 3.5% for all senior exemption language for the telecommunications tax.
Benicia residents who use "land line" telephone service, cell While they do not pay the tax, seniors do receive services
phones,and who have Cable TV.Measure S will ensure Benicia's funded by the Utility Users Tax.
ordinance complies with recent changes in state and federal law,
and ensures that all taxpayers are treated the same. Will Measure S tax Internet access?
What is a Utility Users Tax? No.Measure S will not tax Internet access.Under federal law,
Internet services are not taxable. This includes Wi-Fi access
The City of Benicia has maintained a Telephone and Cable and Internet services such as email and digital downloads
Utility Users Tax(UUT)for almost 20 years.Benicia's existing such as music,games,and ringtones.
UUT is a 4%tax on utilities including natural gas,electricity,
cable television,and telephones.It does not include water and How can Measure S maintain vital
wastewater. city services while also reducing the tax
What does it fund? from 4% to 3.5%?
Last year, Benicia's Telephone and Cable UUT provided Measure S is projected to be revenue neutral by using a
almost $900,000 in revenue to fund city services that help reduced tax rate spread across all users of telecommunication
maintain our quality of life and protect property values. technologies.Benicia's current UUT ordinance does not reflect
The UUT provides funding for police, fire protection and the latest communications technology. This has resulted in
paramedic services,street,road,and park maintenance. some persons being taxed for communications services while
others are not,depending on the technology used.By treating
Do other cities have UUTs? all taxpayers equally Measure S will produce approximately
Yes. More than 150 California cities maintain a UUT. The the same amount of revenue while reducing the tax rate.
state average tax rate is 5.5%. What communications services
Why does Benicia's UUT need to be updated?
will be added to the new UUT ordinance?
Measure S will add international and interstate "land line"
Due to changes in federal and state law, the City believes phone calls to the new ordinance.Written almost 20 years ago,
its UUT should be updated and re-authorized by voters. the old ordinance did not include these services.The tax rates
First authorized almost 20 years ago, Benicia's ordinance for cell phone usage will not increase,in fact,the tax rate for
generally follows the Federal Excise Tax, which was written all cell phone usage will decrease from 4%to 3.5%.
for 1960's communications technology.Recent changes in the
interpretation of federal law require Benicia's ordinance to When is Measure S on the ballot?
be changed to ensure the UUT is being applied fairly and to
avoid potential litigation. Many of the other 150 UUT public Measure S is on the November 6th, 2007 ballot. All voters
agencies face a similar challenge. registered in the City of Benicia are eligible to vote on the
measure. Absentee ballots are mailed October 9th, 2007.
What would happen if the UUT ordinance
is not updated? For further questions about Measure 5 or your individual tax bill,
Without reauthorization, parts of the ordinance could be please contact the City of Benicia's Finance Director at(707)746-4225,
disallowed in the future and vital city funding could be cut off, or send an email to:Measure.S @ci.benicia.ca.us
depending on the outcome of lawsuits in other jurisdictions.The
partial loss in annual city revenue could result in the reduction
of city services unless replacement revenues are found.
Will Measure S increase my tax rate? 4 THE CITY OF
No. Measure S will reduce the tax from 4% to 3.5% on all EN C1
communications services included in the UUT. CALIFORNIA
City of Benicia, 250 East L Street, Benicia, CA 94510
1
RESOLUTION NO. C 00 [Ply
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT
4 SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A DIVISION OF
TRAMUTOLA LLC, TO PROVIDE PUBLIC INFORMATION SERVICES RELATED
5 TO THE UTILITY USER'S TAX RATE REDUCTION AND MODERNIZATION
BALLOT MEASURE
6
7 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
8
9 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized
10 and directed to execute on behalf of said City a Consultant Services Agreement between
11 Sidewalk Strategies, a division of Tramutola LLC, and the City of San Bernardino, which is
12 attached hereto, marked Exhibit "A", and incorporated herein by reference as fully as though
13 set forth at length.
14 SECTION 2. The authorization to extend the above-referenced agreement is rescinded
15 if the parties to the agreement fail to execute it within sixty (60) days of the passage of this
16
resolution.
17
18
19
20
21
22
23
24
///
25
26
27
28
1
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT
4 SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A DIVISION OF
TRAMUTOLA LLC, TO PROVIDE PUBLIC INFORMATION SERVICES RELATED
5 TO THE UTILITY USER'S TAX RATE REDUCTION AND MODERNIZATION
6 BALLOT MEASURE
7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
8 and Common Council of the City of San Bernardino at a meeting thereof,
9 held on the day of , 2007, by the following vote, to wit:
10 Council Members: AYES NAYS ABSTAIN ABSENT
11 ESTRADA
12
BAXTER
13
14 BRINKER
15 DERRY
16 KELLEY
17 JOHNSON
18 MCCAMMACK
19
20
21 City Clerk
2007.
The foregoing resolution is hereby approved this day of
'
23
24
25 Patrick J. Morris, Mayor
City of San Bernardino
26 Approved as t form:
27 By: <
- Ja Penman
28 City Attorney
Exhibit A
1
CONSULTANT SERVICES AGREEMENT
2 This Consultant Services Agreement is entered into this day of 2007, by and
3 between Sidewalk Strategies, a division of Tramutola LLC, a California limited liability
4 company ("CONSULTANT") and the City of San Bernardino ("CITY" ).
5 WITNESSETH:
6 WHEREAS, the Mayor and Common Council have initiated a reduction and
modernization of the CITY's Utility Users Tax; and
7 WHEREAS, it is in the best interests of the CITY to acquire the services of a
8 Consultant to assist with public information and community outreach services related to the
9 CITY's Utility Users Tax reduction and modernization efforts.
10 NOW, THEREFORE, the parties hereto agree as follows:
11 1. SCOPE OF SERVICES.
12 For the remuneration stipulated, San Bernardino hereby engages the services of
CONSULTANT to provide those services as set forth in Exhibit "A", attached hereto and
13
incorporated herein by this reference.
14 2 COMPENSATION AND EXPENSES.
15 Consultant shall be paid a flat consulting fee of $17,500 (Seventeen Thousand Five
16 Hundred Dollars). The flat consulting fee shall be paid in two (2) equal consecutive
17 installments of Eight Thousand Seven Hundred and Fifty Dollars, ($8, 750.00) due on or
18 before December 31 st, 2007 and January 31 st, 2008. In addition, CITY shall separately
19 reimburse CONSULTANT for CONSULTANT'S reasonable and necessary expenses,
including without limitation travel, meals, lodging, long distance telephone charges,
20 teleconferencing, and/or cellular telephone toll charges; photocopying and faxes; express
21 mail, messenger or delivery service incurred in performing the Services hereunder. These
22 expenses shall be charged by CONSULTANT and CONSULTANT shall be reimbursed by
23 CITY within thirty (30) days following presentation of CONSULTANT'S invoice or
24 statement. Expenses reimbursed pursuant to this paragraph will not exceed $300.00.
25 CITY understands and agrees that third party vendors may be required for CITY's
26 public information efforts and for Consultant to provide the Services described in Exhibit A.
t 27 Usage of third party vendors will be subject to prior written approval of the City Manager.
CITY shall reimburse CONSULTANT for the payment of all approved vendors for all goods,
28
Exhibit A
1 services and costs, not to exceed $60,000. Such reimbursements shall be in addition to the
2 flat fee paid to CONSULTANT as more fully described in the preceding paragraph.
3 3. TERM; SEVERABILITY.
4 The term of this Agreement shall be for a period beginning on December 17, 2007,
5 and terminating on February 5th, 2008. This Agreement may be terminated at any time by
6 thirty (30) days written notice by either party. The terms of this Agreement shall remain in
force unless mutually amended.
7 4. INDEMNITY.
8 CITY agrees to indemnify and hold harmless CONSULTANT. its officers, agents and
9 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from
10 CITY's negligent acts or omissions arising from the CITY's performance of its obligations
11 under the Agreement.
12 CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents,
13 and volunteers from any and all claims, actions, or losses, damages and/or liability resulting
from CONSULTANT's negligent acts or omissions arising from the CONSULTANT's
14 performance of its obligations under the Agreement.
15 In the event the CITY and/or. the CONSULTANT is found to be comparatively at fault
16 for any claim, action, loss, or damage which results from their respective obligations under
17 the Agreement, the CITY and/or CONSULTANT shall indemnify the other to the extent of its
18 comparative fault.
5. INSURANCE.
19
While not restricting or limiting the forgoing, during the term of this Agreement,
20 CONSULTANT shall maintain in effect policies of general liability and automobile liability
21 insurance, in the amount of $1 million combined single limit, and statutory worker's
22 compensation coverage if applicable, and shall file copies of said policies with the CITY's
23 Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth
24 as an additional named insured in each policy of insurance provided hereunder. The
25 Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any
change or termination in the policy.
26
27
28
Exhibit A
1 6. NON-DISCRIMINATION.
2 In the performance of this Agreement and in the hiring and recruitment of employees,
3 CONSULTANT shall not discriminate on the basis of race, creed, color, religion, sex..
4 physical handicap, ethnic background or country of origin.
5 7. INDEPENDENT CONTRACTOR.
6 CONSULTANT shall perform work tasks provided by this Agreement, but for all
intents and purposes CONSULTANT shall be an independent contractor and not an agent or
7 employee of the CITY. CONSULTANT shall secure, at its expense, and be responsible for
8 any and all payment of Income Tax, Social Security, State Disability Insurance
9 Compensation, Unemployment Compensation, and other payroll deductions for
10 CONSULTANT and its officers, agents, and employees, and all business licenses, if any are
11 required, in connection with the services to be performed hereunder.
12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER
REQUIREMENTS.
13
CONSULTANT warrants that it possesses or shall obtain, and maintain a business
14 registration certificate pursuant to Chapter 5 of the Municipal Code. and any other licenses,
15 permits, qualifications, insurance and approval of whatever nature that are legally required of
16 CONSULTANT to practice its business or profession.
17 9. NOTICES.
18 Any notice to be given pursuant to this Agreement shall be deposited with the United
19 States Postal Service, postage prepaid and addressed as follows:
20 TO THE CITY: Assistant City Manager
21 300 N. D Street
San Bernardino, CA 92418
22 Telephone: (909) 384-5122
23 Facsimile (909)384-5138
24 TO THE CONSULTANT: Sidewalk Strategies, a Division of Tramutola LLC
191 Ridgeway Avenue
25 Oakland, CA 94611
Telephone: (510) 658-7003
26 Facsimile: (510) 658-7302
27
28
Exhibit A
1
2 10. ATTORNEYS' FEES
3 In the event that litigation is brought by any party in connection with this Agreement,
4 the prevailing party shall be entitled to recover from the opposing party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise
5 of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions
6 or provisions hereof. The costs, salary and expenses of the City Attorney and members of his
7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
8 fees" for the purposes of this paragraph.
9 11. ASSIGNMENT.
10 CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's
11 prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be
12 void and shall constitute a breach of this Agreement and cause for the termination of this
13 Agreement. Regardless of CITY's consent, no subletting or assignment shall release
14 CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
15 performed by CONSULTANT hereunder for the term of this Agreement.
16 12. VENUE.
17 The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
18 Bernardino, State of California or the U.S. District Court for the Central District of California,
19 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
20 mandatory and not permissive in nature.
21 13. GOVERNING LAW.
22 This Agreement shall be governed by the laws of the State of California.
23 14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
24 Agreement and their respective heirs, representatives, successors, and assigns.
25
26
27
28
Exhibit A
1
2 CONSULTANT SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A
DIVISION OF TRAMUTOLA LLC, FOR PUBLIC INFORMATION SERVICES
3 RELATED TO THE UUT BALLOT MEASURE
4 15. HEADINGS.
5 The subject headings of the sections of this Agreement are included for the purposes
6 of convenience only and shall not affect the construction or the interpretation of any of its
7 provisions.
8 16. ENTIRE AGREEMENT; MODIFICATION.
9 This Agreement constitutes the entire agreement and the understanding between the
'
10 parties, and supercedes any prior agreements and understandings relating to the subject
manner of this Agreement. This Agreement may be modified or amended only by a written
11 instrument executed by all parties to this Agreement.
12
13 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
14
15 Dated: 2007 CONSULTANT
16 By:
17 Larry Tramutola, Managing Member
18 Sidewalk Strategies, a Division of
Tramutola LLC
19
20 Dated 2007 CTY OF SAN BERNARDINO
21
22 By:
23 Fred Wilson, City Manager
24 Approved as to Form: Attest:
25 JAMES F. PENMAN, RACHEL CLARK,
26 City Attorney City Clerk
27
ILL By:
28 By:
EXHIBIT A:
SCOPE OF SERVICES—PUBLIC INFORMATION AND STRATEGIC
CONSULTING
Services to be Performed: Consultant shall, as an independent contractor, with
consultation from City and for the direct benefit of the City, perform the following
services, as needed, towards conducting a public information program in the City of San
Bernardino, and providing strategic advice regarding the City of San Bernardino Utility
Users Tax (UUT) ordinance rate reduction and modernization:
• Research: Consultant will conduct research to concerning the UUT, and how it is
used to fund City services.
• Internal Communications: Consultant will develop communication tools (talking
points, FAQ sheet, web page) to guide City in discussions with press, citizens,
stakeholders, etc.
• External Communications: Consultant will write, design, develop and manage
production and mailing of public information mail, and other methods of
communication as determined by the City, including:
• A fact sheet to be available for public use
• Direct Mail: 1-2 pieces of public information mail to help educate and
inform the community
• A recorded phone message to be broadcast to residents informing them of
the issue and bringing attention to the mailers
• Other communications methods as may be determined by the City
1
2 CONSULTANT SERVICES AGREEMENT
3 This Consultant Services Agreement is entered into this day of 2007, by and
between Sidewalk Strategies, a division of Tramutola LLC, a California limited liability
4 company ("CONSULTANT") and the City of San Bernardino ("CITY" ).
5 WITNESSETH:
6 WHEREAS, the Mayor and Common Council have initiated a reduction and
7 modernization of the CITY's Utility Users Tax; and
8 WHEREAS, it is in the best interests of the CITY to acquire the services of a
9 Consultant to assist with public information and community outreach services related to the
CITY's Utility Users Tax reduction and modernization efforts.
10
NOW, THEREFORE, the parties hereto agree as follows:
11 1. SCOPE OF SERVICES.
12 For the remuneration stipulated, San Bernardino hereby engages the services of
13 CONSULTANT to provide those services as set forth in Exhibit "A", attached hereto and
14 incorporated herein by this reference.
15 2. COMPENSATION AND EXPENSES.
16 Consultant shall be paid a flat consulting fee of $17,500 (Seventeen Thousand Five
Hundred Dollars). The flat consulting fee shall be paid in two (2) equal consecutive
17 installments of Eight Thousand Seven Hundred and Fifty Dollars, ($8,750.00) due on or
18 before December 31st, 2007 and January 31st, 2008. In addition, CITY shall separately
19 reimburse CONSULTANT for CONSULTANT'S reasonable and necessary expenses,
20 including without limitation travel, meals, lodging, long distance telephone charges,
21 teleconferencing, and/or cellular telephone toll charges; photocopying and faxes; express
22 mail, messenger or. delivery service incurred in performing the Services hereunder. These
expenses shall be charged by CONSULTANT and CONSULTANT shall be reimbursed by
23 CITY within thirty (30) days following presentation of CONSULTANT'S invoice or
24 statement. Expenses reimbursed pursuant to this paragraph will not exceed $300.00.
25 CITY understands and agrees that third party vendors may be required for CITY's
26 public information efforts and for Consultant to provide the Services described in Exhibit A.
27 Usage of third party vendors will be subject to prior written approval of the City Manager.
28 CITY shall reimburse CONSULTANT for the payment of all approved vendors for all goods,
1
2 services and costs, not to exceed $60,000. Such reimbursements shall be in addition to the
3 flat fee paid to CONSULTANT as more fully described in the preceding paragraph.
3. TERM; SEVERABILITY.
4 The term of this Agreement shall be for a period beginning on December 17, 2007,
5 and terminating on February 5th, 2008. This Agreement may be terminated at any time by
6 thirty (30) days written notice by either party. The terms of this Agreement shall remain in
7 force unless mutually amended.
8 4. INDEMNITY.
9 CITY agrees to indemnify and hold harmless CONSULTANT, its officers, agents and
10 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
11 under the Agreement.
12 CONSULTANT agrees to indemnify and hold harmless the CITY, its officers, agents,
13 and volunteers from any and all claims, actions, or losses, damages and/or liability resulting
14 from CONSULTANT's negligent acts or omissions arising from the CONSULTANT's
15 performance of its obligations under the Agreement.
16 In the event the CITY and/or the CONSULTANT is found to be comparatively at fault
for any claim, action, loss, or damage which results from their respective obligations under
17 the Agreement, the CITY and/or CONSULTANT shall indemnify the other to the extent of its
18 comparative fault.
19 5. INSURANCE.
20 While not restricting or limiting the forgoing, during the term of this Agreement,
21 CONSULTANT shall maintain in effect policies of general liability and automobile liability
22 insurance, in the amount of $1 million combined single limit, and statutory worker's
compensation coverage if applicable, and shall file copies of said policies with the CITY's
23 Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth
24 as an additional named insured in each policy of insurance provided hereunder. The
25 Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any
26 change or termination in the policy.
27
28 ///
1
2 6. NON-DISCRIMINATION.
3 In the performance of this Agreement and in the hiring and recruitment of employees,
CONSULTANT shall not discriminate on the basis of race, creed, color, religion, sex,
4 physical handicap, ethnic background or country of origin.
5 7. INDEPENDENT CONTRACTOR.
6 CONSULTANT shall perform work tasks provided by this Agreement, but for all
7 intents and purposes CONSULTANT shall be an independent contractor and not an agent or
8 employee of the CITY. CONSULTANT shall secure, at its expense, and be responsible for
9 any and all payment of Income Tax, Social Security, State Disability Insurance
10 Compensation, Unemployment Compensation, and other payroll deductions for
CONSULTANT and its officers, agents, and employees, and all business licenses, if any are
11 required, in connection with the services to be performed hereunder.
12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER
13 REQUIREMENTS.
14 CONSULTANT warrants that it possesses or shall obtain, and maintain a business
15 registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses,
16 permits, qualifications, insurance and approval of whatever nature that are legally required of
CONSULTANT to practice its business or profession.
17 9. NOTICES.
18 Any notice to be given pursuant to this Agreement shall be deposited with the United
19 States Postal Service, postage prepaid and addressed as follows:
20
21 TO THE CITY: Assistant City Manager
300 N. D Street
22 San Bernardino, CA 92418
Telephone: (909) 384-5122
23 Facsimile (909)384-5138
24 TO THE CONSULTANT: Sidewalk Strategies, a Division of Tramutola LLC
25 .191 Ridgeway Avenue
Oakland, CA 94611
26 Telephone: (510) 658-7003
27 Facsimile: (510) 658-7302
28
1
2 10. ATTORNEYS' FEES
3 In the event that litigation is brought by any party in connection with this Agreement,
4 the prevailing party shall be entitled to recover from the opposing party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise
5 of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions
6
or provisions hereof. The costs, salary and expenses of the City Attorney and members of his
7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
8 fees" for the purposes of this paragraph.
9 11. ASSIGNMENT.
10 CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's
11 prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be
12 void and shall constitute a breach of this Agreement and cause for the termination of this
13 Agreement. Regardless of CITY's consent, no subletting or assignment shall release
14 CONSULTANT of CONSULTANT's obligation to perform all other obligations to be
15 performed by CONSULTANT hereunder for the term of this Agreement.
16 12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
17 Agreement shall be tried and litigated either in the State courts located in the County of San
18 Bernardino, State of California or the U.S. District Court for the Central District of California,
19 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
20 mandatory and not permissive in nature.
21 13. GOVERNING LAW.
22 This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
23
This Agreement shall be binding on and inure to the benefit of the parties to this
24 Agreement and their respective heirs, representatives, successors, and assigns.
25
26
27
28
1
2 CONSULTANT SERVICES AGREEMENT WITH SIDEWALK STRATEGIES, A
DIVISION OF TRAMUTOLA LLC, FOR PUBLIC INFORMATION SERVICES
3 RELATED TO THE UUT BALLOT MEASURE
4 15. HEADINGS.
5 The subject headings of the sections of this Agreement are included for the purposes
6 of convenience only and shall not affect the construction or the interpretation of any of its
7 provisions.
8 16. ENTIRE AGREEMENT; MODIFICATION.
9 This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject
10
manner of this Agreement. This Agreement may be modified or amended only by a written
11 instrument executed by all parties to this Agreement.
12
13 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
14
15 Dated: 2007 CONSULTANT
16 By:
17 Larry Tramutola, Managing Member
18 Sidewalk Strategies, a Division of
Tramutola LLC
19
20 Dated 2007 CTY OF SAN BERNARDINO
21
22 By:
Fred Wilson. City Manager
23
24 Approved as to Form: Attest:
25 JAMES F. PENMAN, RACHEL CLARK,
26 City Attorney City Clerk
27
28 By By:
EXHIBIT A:
SCOPE OF SERVICES — PUBLIC INFORMATION AND STRATEGIC
CONSULTING
Services to be Performed: Consultant shall, as an independent contractor, with
consultation from City and for the direct benefit of the City, perform the following
services, as needed, towards conducting a public information program in the City of San
Bernardino, and providing strategic advice regarding the City of San Bernardino Utility
Users Tax (UUT) ordinance rate reduction and modernization:
• Research: Consultant will conduct research to concerning the UUT, and how it is
used to fund City services.
• Internal Communications: Consultant will develop communication tools (talking
points, FAQ sheet, web page) to guide City in discussions with press, citizens,
stakeholders, etc.
• External Communications: Consultant will write, design, develop and manage
production and mailing of public information mail, and other methods of
communication as determined by the City, including:
• A fact sheet to be available for public use
• Direct Mail: 1-2 pieces of public information mail to help educate and
inform the community
• A recorded phone message to be broadcast to residents informing them of
the issue and bringing attention to the mailers
• Other communications methods as may be determined by the City