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HomeMy WebLinkAbout05.H- Consultant Service Agreements 5.H RESOLUTION (ID # 4210) DOC ID: 4210 E CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Agreement/Contract From: Nita McKay M/CC Meeting Date: 02/01/2016 Prepared by: Veronica Martinez, (909) 384-5242 Dept: Finance Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of Consultant Services Agreements Between Consultant Maggie DeMauro and the City of San Bernardino and Ronak Desai Dba R.T Desai & Associates and the City of San Bernardino. (#4210) Current Business Registration Certificate: No Financial Impact: The $143,250 for consulting services expenditures are covered by salary savings from vacant positions with the Finance Department. Motion: Adopt the Resolution. Synopsis of Previous Council Action: None Background: The City's Finance Department is currently working with the City's independent auditors, The Pun Group, to complete the financial audits for Fiscal Years 2013-14 and 2014-15, as well as the City's Single Audit of Federal Grants for Fiscal Year 2014-15. Under the City Manager's signing authority, consultants with accounting expertise were hired to assist the City in completing the preparation work required to finalize the Fiscal Year 2012-13 financial audit and Single Audit. This audit preparation work included numerous closing accounting entries and "prepared by client" schedules in the areas of accounts receivable, fixed assets, accounts payable, deposits payable, long-term debt , fund balance reconciliations, cash reconciliations, etc. Two of these consultants, Maggie DeMauro and Ronak Desai, were instrumental in assisting the current Finance Department staff in completing these tasks. Because of their expertise and because the City desires to complete the two years of audits expeditiously, staff is recommending that the Mayor and Common Council approve the attached contracts to increase the dollar amount and the length of contract to the end of the current fiscal year. Ms. DeMauro has been providing consulting services to governmental entities in Southern California for several years. With more than twenty-five years in the Updated: 1/28/2016 by Linda Sutherland E I Packet Pg. 262 5.H 4210 accounting profession, Ms. DeMauro worked for a CPA firm providing auditing services for numerous local governmental entities in California. Prior to moving to California, she was instrumental in implementing GASB 34 (the significant change to financial statement preparation for governmental entities) for the County of Boulder, Colorado. Ms. Desai is a Certified Public Accountant licensed in California and a Certified Fraud Examiner. Before staring her own business, Ms. Desai worked as an audit manager with a CPA firm managing financial and compliance audits of governmental agencies including several cities within California. Additionally, Ms. Desai serves on the Audit and Tax Committee for an Orange County not-for-profit organization specialize in providing affordable housing in California. Staff is recommending that these contracts be extended to the end of the fiscal year when both fiscal year audits will be completed and regular staff will be hired to complete these responsibilities for the upcoming fiscal year. City Attorney Review: Supporting Documents: Resolution approving Maggie DeMauro and Ronak Desai contracts (DOCX) Agrmt 4210A(PDF) Agrmt 4210B(PDF) Updated: 1/28/2016 by Linda Sutherland E Packet Pg. 263 S.H.a 0 RESOLUTION NO. c 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONSULTANT ° d 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. o 5 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 7 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: L i+ 8 SECTION 1. The City Manager is hereby authorized and directed to execute the 0 U w 9 Consultant Service Agreements between the City of San Bernardino and Consultant c 0 10 Maggie DeMauro and between the City of San Bernardino and Consultant Ronak Desai, 11 W 12 attached hereto and marked as Exhibit "A" and Exhibit "B" respectively, and T 13 incorporated herein by reference as fully as though set forth at length. 14 SECTION 2. The Finance Department is hereby authorized to issue a Purchase c 15 Order to Maggie DeMauro for consultant services for a total amount not to exceed $62,400 16 ° and a Purchase Order to Ronak Desai, for consultant services for a total amount not to 17 0 18 exceed $80,850. 0 19 SECTION 3. The authorization granted hereunder shall expire and be void and of 0 20 no further effect if the Agreement is not executed by both parties and returned to the Office ° 0 21 of the City Clerk within sixty (60) days following the effective date of this Resolution. 22 23 o L 0. CL 24 _ 25 0 26 OWN, 27 /// 28 1 a Packet Pg.264 5.14.a �a 0 2 ° 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF .L d 4 SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONSULTANT m SERVICES AGREEMENTS BETWEEN CONSULTANT MAGGIE DEMAURO AND o 5 THE CITY OF SAN BERNARDINO AND RONAK DESAI dba R.T. DESAI & ASSOCIATES AND THE CITY OF SAN BERNARDINO. 6 Cn 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor L i•+ 8 and Common Council of the City of San Bernardino at a meeting 0 U w 9 thereof,held on the day of , 2016,by the following vote, to wit: r- 0 10 _ Council Members: AYES NAYS ABSTAIN ABSENT 11 W 12 MARQUEZ N 13 BARRIOS 14 VALDIVIA r _ 0 U 15 SHORETT m 16 ° NICKEL 17 0 JOHNSON 18 ° _ 19 MULVIHILL ° 20 ° 21 Georgeann Hanna, City Clerk 22 The foregoing Resolution is hereby approved this day of , 2016. c 23 0 24 R. Carey Davis, Mayor 25 City of San Bernardino 0 26 Approved as to form: 27 Gary D. Saenz, City Attorney E 28 2 Y a Packet Pg.-265 5.H.a 0 0 1 By: 2 � m ° AR 3 4 L Q 5 U 6 7 u L i� 8 0 0 U 9 0 0 10 c a� r 11 W 0 12 N 13 y U O 14 0 U 15 16 ° Y fC 17 O 18 0 19 20 ° 21 22 23 0 L C. 24 25 0 26 CD 27 28 U f4 3 Packet Pg. 266 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 day of , 201 0 5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY" 0 6 and Maggie DeMauro ("CONSULTANT"). 7 WITNESSETH: o L 8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independen 0 9 contractor to provide Accounting Assistance in the Finance Department; and 0 a� 10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently tc L perform the duties of an Independent Contractor and 0 11 • y� d 12 WHEREAS, the parties desire to enter into this Agreement to outline the duties anc m 13 responsibilities of the parties, ns 14 NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: o U 15 1. SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide o 0 16 accounting assistance in the City of San Bernardino Finance Department. as w 17 w 1.2. Professional Practices. All professional services to be provided by o 18 N 19 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the a 0 20 Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily N E 21 exercised by professional CONSULTANTS in similar fields and circumstances in accordance Q 22 with sound professional practices. CONSULTANTS also warrant that they are familiar with all 23 laws that may affect its performance of this Agreement and shall advise CITY of any changes in 24 a any laws that may affect CONSULTANTS'performance of this Agreement. CONSULTANTS 25 further represent that no CITY employee will provide any services under this Agreement. �.,. 26 �..• 27 28 Packet Pg.267 t 1 1.3. Warranty. CONSULTANTS warrant that they shall perform the services require( 2 by this Agreement in compliance with all applicable Federal and California employment laws E 3 including,but not limited to,those laws related to minimum hours and wages;occupational healtl ^. 4 an d safety; fair employment and employment practices; workers' compensation insurance and o 5 safety in employment; and all other Federal, State and local laws and ordinances applicable to the r0 6 services required under this Agreement. CONSULTANTS shall indemnify and hold harmless o 7 0 L 8 CITY from and against all claims, demands,payments, suits,actions,proceedings, and judgment: g a� 0 9 of every nature and description including reasonable attorneys' fees and costs,presented,brought . rn 10 or recovered against CITY for,or on account of any liability under any of the above-mentioned 2 L 0 11 laws, arising from or related to CONSULTANTS'performance under this Agreement. 12 1.4, Non-discrimination. In performing this Agreement, CONSULTANTS shall not cn 13 engage in,nor permit their officers, employees or agents to engage in, discrimination in 14 0 employment of persons because of their race,religion,color,national origin,ancestry,age,menta o 15 c 0 16 or physical disability,medical condition,marital status,sexual gender or sexual orientation,excep 'u a� 17 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may w 0 18 result in the imposition of penalties referred to in Labor Code, Section 1735. N 19 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may enter 20 v into agreements with other CONSULTANTS for services similar to the services that are subject t< E 21 rn this Agreement or may have its own employees perform services similar to those services 22 0 23 contemplated by this Agreement. 0 24 1.6. Delegation and Assignment. This is a personal service contract,and the duties se Q 25 forth herein shall not be delegated or assigned to any person or entity without the prior written 26 27 2 28 Packet PQ,,.,26 8 i s t t t t f i 4 consent of CITY. CONSULTANTS may engage a subcontractor(s)as permitted by law and ma} 1 2 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS t 4 4 3 sole cost and expense. y 4 `t 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANTS shall o S at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept 0 6 -� payment from or employment with any person or entity which will constitute a conflict of interes 2 7 0 8 with the CITY. t d o 9 1.8 CITY Business Certificate. CONSULTANTS shall,prior to execution of 10 this Agreement, obtain and maintain during the term of this Agreement, a valid CITY Busines: i 11 Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and an} 12 and all other licenses,permits, qualifications, insurance and approvals of whatever nature that are W 13 legally required of CONSULTANTS to practice their profession, skill or business o �. 14 2. TERM. The term of this Agreement shall begin on February 2, 2016 and terminate a v 15 midnight on June 30, 2016. C i o 16 ; COMPENSATION AND EXPENSES. For the term of this Agreement, Consultant shal = X y 17 be compensated for her services at$60.00 an hour, for a total not to exceed$62,400. Consultan �x 18 shall not be entitled to any compensation, leave accruals, retirement or other benefits beyond the 19 aforementioned hourly rate of pay. c N IT 20 4. TERMINATION. Under the terms of this Agreement,Consultant serves in an"at will' E 21 capacity and may be terminated at any time, with or without cause, and Consultant may resign a a t. 22 any time. Nothing in this Agreement shall be construed as creating any vested right in the E 23 position of Accounting Assistance Consultant or in employment with the CITY. _ r 24 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the a 25 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement of 26 in any way made between the parties or their agents are replaced and superseded by thi, 27 d 28 t Packet Pg.269 1 Agreement. 2 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable law,, 3 of the United States of America,the State of California,and all other applicable laws. 4 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the law: o Y 5 of the State of California. _ 0 6 8. ATTORNEY'S FEES. In any litigation relating to this Agreement,the prevailing party �a 7 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attome3 2 8 and members of his/her office in enforcing this contract on behalf of the CITY shall be considerec 0 9 "attorney's fees" for the purposes of this paragraph. 10 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court o: 0 I 1 law, such provision shall be considered severable, and the remainder of this Agreement or an3 12 provision hereof shall not be affected. U) 13 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall no 14 constitute a waiver of the right to compel enforcement of the remaining provisions of thi, M0 15 Agreement. 0 0 16 11. AMENDMENT. This Agreement may only be amended by a written instrumen 17 executed by the parties hereto,and may not be amended by oral agreement. w C1 18 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prior C 19 written consent of the City. c 20 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect, 04 3 1+ 21 defend, indemnify and hold harmless CITY and its elected and appointed officials,boards, E, Q 22 commissions, officers, attorneys,agents and employees from any and all claims,losses, demands d 23 suits,administrative actions,penalties,liabilities and expenses,including reasonable attorney fees UM Q 24 damage to property or injuries to or death of any person or persons or damages of any nature 25 26 including, but not limited to,all civil claims or workers' compensation claims arising from or in 27 4 28 i Packet P91 27Q ...� 1 any way related to CONSULTANTS'performance under this Agreement, except when caused 2 solely by the CITY's negligence. 3 14. INDEPENDENT CONTRACTOR. CONSULTANTS,at all times while performing N 4 under this Agreement, are and shall be acting at all times as independent contractors and not as o 5 agents or employees of CITY. CONSULTANTS shall secure, at their expense, and be 0 6 a responsible for any and all payment of wages, benefits and taxes including,but not limited to, 0 7 0 L 8 Income Tax, Social Security, State Disability Insurance Compensation,Unemployment 0 0 9 Compensation, and other payroll deductions for CONSULTANTS and their officers, agents, and d a� 10 employees, and all business licenses,if any are required, in connection with the services to be 2 L 0 W 11 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall d 12 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be co 13 entitled to workers' compensation insurance, unemployment compensation,medical insurance, 14 0 life insurance, paid vacations, paid holidays,pension, profit sharing or social security on account c 15 c 16 of CONSULTANTS and their officers',agents' and employees'work for the CITY. This c a� 17 Agreement does not create the relationship of agent,servant,employee partnership or joint venturf w 0 18 between the CITY and CONSULTANTS. 19 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employee,, CD 20 may be subject to the provisions of the California Political Reform Act of 1974(the "Act"),whicl E 21 (1)requires such persons to disclose financial interests that may be materially affected by the worl 22 23 performed under this Agreement,and (2)prohibits such persons from making or participating in 0 24 making decisions that will have a foreseeable financial affect on such interest. Q 25 CONSULTANTS shall conform to all requirements of the Act. Failure to do so 26 27 5 28 Packet 047,27717] I constitutes a material breach and is grounds for termination of the Agreement by CITY. 2 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their 3 work and results under this Agreement. CONSULTANTS,when requested, shall furnish N 4 clarification and/or explanation as may be required by the CITY's representative,regarding any o 5 services rendered under this Agreement at no additional cost to CITY. In the event that an error ro- 6 or omission attributable to CONSULTANTS occurs,then CONSULTANTS shall, at no cost to 0 7 0 CITY,provide all other CONSULTANTS professional services necessary to rectify and correct 8 0 9 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard tc ai 0 10 the correction. L 11 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current 12 employee of CITY to perform the work under this Agreement while this Agreement is in effect. N 13 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and 14 0 negotiation of this Agreement and in the performance of its obligations hereunder except as o 15 = expressly provided herein. 0- 16 = a� 17 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for thf w 0 18 sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or 19 incidental beneficiaries of this Agreement and no third party shall have any right in,under or to 0 20 this Agreement. 21 a 22 d E 23 /Il �a Y 24 25 /lI 26 1 27 5 F s 28 Packet Pg.212 i 1 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN 2 BERNARDINO AND MAGGIE DeMAURO FOR ACCOUNTING CONSULTANT SERVICES 3 N 4 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and dat( ° 5 first above written. 0 6 Date: , 2016 Maggie DeMauro 7 0 8 By: 0 9 RD 10 �0 11 Date: , 2016 CITY OF SAN BERNARDINO N Q 12 a� By: 13 Jarrod Burguan, Interim City Manager w 14 0 f 15 = I o } 16 E +, ! 17 W ! APPROVED AS TO FORM: o 18 Gary D. Saenz, City Attorney N 19 a �* o 20 By w j 21 a 22 23 �a r 24 a 25 f 26 27 7 28 1 Packet Pg.27-3-�" t +�_ 1 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RONAK DESAI dba.R.T.DESAI &ASSOICIATES FOR 2 ACCOUNTING CONSULTANT SERVICES 3 4 THIS AGREEMENT is made and entered into this day of , 201 f 0 5 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY" 0 ! ti and Ronak Desai ("CONSULTANT"). WITNESSETH: o L 3 8 WHEREAS, CITY has the need to utilize the services of a Consultant as an independen 0 9 contractor to provide Accounting Assistance in the Finance Department; and d 10 WHEREAS, Consultant asserts that she is competent, trained and qualified currently tc 11 perform the duties of an Independent Contractor; and d 12 WHEREAS, the parties desire to enter into this Agreement to outline the duties anc 13 responsibilities of the parties, 14 NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: o U 15 1. SCOPE OF SERVICES. Consultant is hereby retained on a weekly basis,to provide o 16 accounting assistance in the City of San Bernardino Finance Department. d 17 w 1.2. Professional Practices. All professional services to be provided by c 18 N 19 CONSULTANTS pursuant to this Agreement shall be provided by personnel identified in the m 0 20 Proposal and in a manner consistent with the standards of care,diligence and skill ordinarily w E 21 exercised by professional CONSULTANTS in similar fields and circumstances in accordance M 22 with sound professional practices. CONSULTANTS also warrant that they are familiar with all E 23 laws that may affect its performance of this Agreement and shall advise CITY of any changes in 24 a any laws that may affect CONSULTANTS'performance of this Agreement. CONSULTANTS 25 26 further represent that no CITY employee will provide any services under this Agreement. 27 28 Packet Pg.274 1 1.3. Warranty. CONSULTANTS warrant that they shall perform the services required 2 by this Agreement in compliance with all applicable Federal and California employment laws 3 including,but not limited to,those laws related to minimum hours and wages;occupational health 4 and safety; fair employment and employment practices; workers' compensation insurance and o Y $ safety in employment; and all other Federal, State and local laws and ordinances applicable to the cc 6 services required under this Agreement. CONSULTANTS shall indemnify and hold harmless o L 8 CITY from and against all claims, demands,payments, suits, actions,proceedings,and judgment: 0 9 of every nature and description including reasonable attorneys' fees and costs,presented,brought. 10 or recovered against CITY for, or on account of any liability under any of the above-mentioned L 0 11 laws, arising from or related to CONSULTANTS'performance under this Agreement. 12 1.4. Non-discrimination. In performing this Agreement, CONSULTANTS shall not N 13 engage in,nor permit their officers,employees or agents to engage in, discrimination in r 14 0 employment of persons because of their race,religion,color,national origin,ancestry,age,mental - 15 r_ 16 or physical disability,medical condition,marital status,sexual gender or sexual orientation,except 'u) a� 17 as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may w 0 18 result in the imposition of penalties referred to in Labor Code, Section 1735. N 19 m 1.5 Non-Exclusive Agreement. CONSULTANTS acknowledge that CITY may enter ° 20 into agreements with other CONSULTANTS for services similar to the services that are subject to E 21 a this Agreement or may have its own employees perform services similar to those services 22 23 contemplated by this Agreement. M 0 r 24 1.6. Delegation and Assignment. This is a personal service contract,and the duties set a 25 forth herein shall not be delegated or assigned to any person or entity without the prior written 26 27 2 28 'Packet Pg.,275 5.H.c. I consent of CITY. CONSULTANTS may engage a subcontractor(s)as permitted by law and may 2 employ other personnel to perform services contemplated by this Agreement at CONSULTANTS' 3 sole cost and expense. 4 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANTS shall o 5 at all times maintain a duty of loyalty and a fiduciary duty as to the CITY and shall not accept 0 6 -� payment from or employment with any person or entity which will constitute a conflict of interest o 7 0 L 8 with the CITY. a� 0 9 1.8 CITY Business Certificate. CONSULTANTS shall,prior to execution of m 10 this Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business 0 I I Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any d 2 12 and all other licenses,permits, qualifications, insurance and approvals of whatever nature that are 13 legally required of CONSULTANTS to practice their profession, skill or business L 14 0 U 15 2. TERM. The term of this Agreement shall begin on February 2, 2016 and terminate a1 0 0 16 midnight on June 30, 2016. 17 3. COMPENSATION AND EXPENSES. For the term of this Agreement,Consultant shat: w 18 be compensated for her services at$105.00 an hour,not to exceed $80,850. Consultant shall not N 19 be entitled to any compensation, leave accruals, retirement or other benefits beyond the o 20 aforementioned hourly rate of pay. E 21 4. TERMINATION. Under the terms of this Agreement, Consultant serves in an"at will' Q 22 capacity and may be terminated at any time, with or without cause, and Consultant may resign a: E F 23 any time. Nothing in this Agreement shall be construed as creating any vested right in the 24 position of Accounting Assistance Consultant or in employment with the CITY. Q 25 5. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the 26 parties. Any correspondence, letters, documents, or discussions leading up to this Agreement o 27 3 28 k Packet Pg:276,' 1 in any way made between the parties or their agents are replaced and superseded by thi,, 2 Agreement. 3 6. COMPLIANCE WITH LAWS. The parties hereto shall comply with applicable law, 4 of the United States of America,the State of California,and all other applicable laws. (D 5 7. GOVERNING LAW. This Agreement shall be enforced and interpreted under the law: o 6 of the State of California. �a 7 8. ATTORNEY'S FEES. In any litigation relating to this Agreement, the prevailing part) SO- 8 shall be entitled to reasonable attorney fees. The cost, salary, and expenses of the City Attornel 0 9 and members of his/her office in enforcing this contract on behalf of the CITY shall be considere( , rn 10 "attorney's fees" for the purposes of this paragraph. L 0 11 9. SEVERABILITY. If any portion of this Agreement is held to be invalid by a court o w 12 law, such provision shall be considered severable, and the remainder of this Agreement or an, . U) 13 provision hereof shall not be affected. L r 14 10. WAIVER. Failure of either party to enforce any provision of this Agreement shall no 15 constitute a waiver of the right to compel enforcement of the remaining provisions of thi; c 0 16 Agreement. c d r 17 11. AMENDMENT. This Agreement may only be amended by a written instrumen w 0 18 executed by the parties hereto,and may not be amended by oral agreement. N .t. 19 12. ASSIGNMENT. This Agreement shall not be assigned by Consultant, without prio c N 20 written consent of the City. 21 13. INDEMNIFICATION AND HOLD HARMLESS. CONSULTANTS shall protect, a 22 defend, indemnify and hold harmless CITY and its elected and appointed officials,boards, d E 23 commissions,officers,attorneys, agents and employees from any and all claims,losses,demand r 24 suits,administrative actions,penalties,liabilities and expenses,including reasonable attorney fees a 25 damage to property or injuries to or death of any person or persons or damages of any nature 26 G �►' 27 a t 28 Packet Pg.277 i t i 1 includin g'but not limited to, all civil claims or workers' compensation claims arising from or in 2 any way related to CONSULTANTS'performance under this Agreement, except when caused 3 solely by the CITY's negligence. N 4 14. INDEPENDENT CONTRACTOR. CONSULTANTS,at all times while performing o 5 under this Agreement,are and shall be acting at all times as independent contractors and not as 0 6 agents or employees of CITY. CONSULTANTS shall secure, at their expense,and be o 7 responsible for any and all payment of wages,benefits and taxes including,but not limited to, 8 d 0 9 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment rn 10 Compensation, and other payroll deductions for CONSULTANTS and their officers,agents, and M L 11 employees, and all business licenses,if any are required,in connection with the services to be 12 performed hereunder. Neither CONSULTANTS nor their officers, agents and employees shall cn 13 be entitled to receive any benefits which employees of CITY are entitled to receive and shall not N 14 c entitled to workers'compensation insurance,unemployment compensation,medical insurance, o 15 c 16 life insurance,paid vacations,paid holidays,pension,profit sharing or social security on account a� 17 of CONSULTANTS and their officers', agents' and employees'work for the CITY. This w 0 18 Agreement does not create the relationship of agent,servant,employee partnership or joint venture 4 19 0 between the CITY and CONSULTANTS. m N 20 It 15. CONFLICT OF INTEREST DISCLOSURE. CONSULTANTS or their employee. E L 21 may be subject to the provisions of the California Political Reform Act of 1974(the "Act"),whicl a 22 d 23 (1)requires such persons to disclose financial interests that may be materially affected by the wort M 24 performed under this Agreement, and (2)prohibits such persons from making or participating in a 25 making decisions that will have a foreseeable financial affect on such interest. : 10 26 27 s 28 Packet Pg. 278 '�..►' 1 CONSULTANTS shall conform to all requirements of the Act. Failure to do so 2 constitutes a material breach and is grounds for termination of the Agreement by CITY. 3 16. RESPONSIBILITY FOR ERRORS. CONSULTANTS shall be responsible for their U) 4 work and results under this Agreement. CONSULTANTS, when requested, shall furnish o 5 clarification and/or explanation as may be required by the CITY's representative,regarding any 5 6 services rendered under this Agreement at no additional cost to CITY. In the event that an error o o or omission attributable to CONSULTANTS occurs,then CONSULTANTS shall, at no cost to t° 8 0 9 CITY,provide all other CONSULTANTS professional services necessary to rectify and correct aD a� 10 the matter to the sole satisfaction of CITY and to participate in any meeting required with regard tc 2 L 11 the correction. d 12 i 17. PROHIBITED EMPLOYMENT. CONSULTANTS shall not employ any current in 13 employee of CITY to perform the work under this Agreement while this Agreement is in effect. 14 0 18. COSTS. Each party shall bear its own costs and fees incurred in the preparation and - 15 = 16 negotiation of this Agreement and in the performance of its obligations hereunder except as U) ai w 17 expressly provided herein. w 0 18 19. NO THIRD PARTY BENEFICIARY RIGHTS. This Agreement is entered into for the 19 sole benefit of CITY and CONSULTANTS and no other parties are intended to be direct or N 20 incidental beneficiaries of this Agreement and no third party shall have any right in,under or to £ 21 Q this Agreement. w 22 d E 23 w 24 25 26 /lI 27 6 28 _.racket Pg.279 H.0 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN 1 BERNARDINO AND RONAK DESAI dba. R.T. DESAI& ASSOICIATES FOR 2 ACCOUNTING CONSULTANT SERVICES 3 4 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 0 5 date first above written. 0 6 7 ° 0 8 Date: , 2016 R.T. DESAI &ASSOCIATES 0 a� 9 0 10 By: o 4- I 1 Ronak Desai d U 12 a� 13 L 14 Date: , 2016 CITY OF SAN BERNARDINO v 15 r- By: 16 Jarrod Burguan, a 17 Interim City Manager w 0 18 N d' 19 c N 20 APPROVED AS TO FORM: 21 Gary D. Saenz, City Attorney E, a r 22 d E 23 B w 24 a 25 26 27 7 28 Packet Pg.280