Loading...
HomeMy WebLinkAboutReso - CC - 075-2012RESOLUTION NO. 75-2012 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN EMPLOYMENT AGREEMENT WITH CORNERSTONE MANAGEMENT, INC. FOR THE PROVISION OF PROFESSIONAL SERVICES AS FINANCE DIRECTOR FOR THE CITY OF BURLINGAME WHEREAS, Jesus Nava has been Finance Director of the City of Burlingame for the past ten years and has successfully and faithfully executed the duties of that office in a dedicated and exemplary manner; and WHEREAS, Jesus Nava has submitted his resignation as the City's Finance Director in order to assume a position as Chief Administrative Officer with the Santa Clara Valley Water District beginning on October 29, 2012; and WHEREAS, the City Council will require time to undertake the lengthy process of recruiting a new Finance Director for the City of Burlingame; and WHEREAS, during the time required to find and retain a new Finance Director, the City Council requires the services of a qualified, knowledgeable person who has the necessary and special skills to act as Interim Finance Director for the City of Burlingame; and WHEREAS, Cornerstone Management, Inc. and its principal, Mr. Carl L. Yeats, is experienced and well qualified to fill the vacant Finance Director position during the recruitment process for Jesus Nava's replacement and is willing and able to assume those responsibilities and duties pursuant to the terms and conditions of the Agreement attached hereto as Exhibit "A"; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME RESOLVES AS FOLLOWS: 1. The City Council finds that all of the facts stated in the recitals, within the staff report and in statements at the Council meeting are true and correct. 2. The City Council hereby approves and authorizes the City Manager to execute an agreement with Cornerstone Management, Inc. for the provision of professional services to the City of Burlingame as its Finance Director on an interim basis for a period not to exceed six (6) months, in the form attached hereto as Exhibit "A". A /I I, Mary Ellen Kearney, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council held on the 5d' d,y of November, 2012, by the following vote: AYES: Councilmembers: BAYLOCK, BROWNRIGG,DEAL, KEIGHRAN NOES: Councilmembers: NONE ABSENT: Councilmembers: NAGEL tr Mary Ell n Kearney, City Clerk CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT ("Agreement') is entered into by and between the City of Burlingame, a municipal corporation ("City") and Cornerstone Management, Inc., a California corporation ("Consultant'), effective as of November 6, 2012 ("Effective Date'). City and Consultant are collectively referred to herein as the "Parties". THE PARTIES HEREBY AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. (a) Consultant shall perform services as the Interim Finance Director while City is recruiting for a permanent Finance Director. (b) Consultant warrants that he has the specialized skills necessary to serve as the Interim Finance Director and has previous experience as a Finance Director, among other high level local government positions in the state of California, and shall perform his duties to the best of his ability. (c) Consultant shall comply with and carry out City's rules and regulations and shall obey the laws of the state of California and the United States of America as they apply to the performance of his duties. 2. ASSIGNABILITY. The Parties agree that the expertise and experaenee of Consultant are material considerations for this Agreement. Consultant shall not assign, transfer, or subcontract any interest in this Agreement, nor the performance of any of Consultant's obligations hereunder, without the prior written approval of City. 3. INDEPENDENT CONTRACTOR. Consultant acknowledges and agrees that neither Consultant nor any of its employees, agents, or subcontractors providing services under this Agreement shall be considered employees of City or shall. qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (CalPers). Without limiting the generality of the foregoing, Consultant acknowledges and agrees that Consultant is solely responsible for the payment of all applicable employee compensation and benefits and all applicable local, state and federal business and payroll taxes for all persons providing services to City pursuant to this Agreement. 4. COMPENSATION. Consultant shall be paid at the same hourly wage (base rate), not more, as the existing Finance Director, which calculates to an hourly rate of $84.70. No other benefits or compensation shall be paid to Consultant. Consulting Services Agreement City of Burlingame and Cornerstone Management, Inc. November 6, 2012 Page 1 of 5 Payments shall be made to Consultant by City within thirty (30) days of Consultant submitting an invoice for services performed. 5. TERM. The term of this Agreement shall be for three months from November 6, 2012 through February 6, 2013 or until the Consultant has worked up to 960 hours within a twelve (12) month fiscal calendar period for any CalPers-related agency or until the permanent Finance Director starts at the City, whichever of the three occurs first. 6. TERMINATION. Consultant is an independent contractor who shall serve at the pleasure of the City. Accordingly, City may terminate this Agreement at any time, with or without cause. Thereafter, City shall be liable to Consultant only for those fees earned by Consultant to the date of termination and which shall be substantiated by an itemized, written statement submitted to City by Consultant. This provision may not be altered except by a written instrument executed by City and Consultant. 7. INSURANCE. At Consultant's sole expense without reimbursement. Consultant shall obtain and maintain throughout the term of this agreement, commercial general and automobile liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence, combined single limit, each written on an occurrence basis (not a claims made basis) for risks associated with the work contemplated by this Agreement, and including, without limitation, coverage for claims arising from bodily injury, including death resulting therefrom, and damage to property. Commercial general liability insurance shall provide coverage for liability arising out of work or operations performed by or on behalf of Consultant and shall be at least as broad as Insurance Services Office Commercial General Liability occurrence farm GG 0001 (most recent addition). Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001. The policies shah each name the City of Burlingame, its respective officers, officials, employees, agents, contractors and volunteers (all of the foregoing, collectively, the "Indemnitees'l as additionally insureds. The policies shall be with insurers admitted in California and with an A.M. Bests' rating of no less than A:VII. Coverage shall be primary insurance and shall not be contributing with any insurance or self-insurance maintained by City or any Indemnitee, and policies shall so provide. Any insurance or self-insurance maintained by City or any Indemnitee shall be in excess of Consultant's insurance and shall not contribute with it. 8. RECORDS AND MATERIALS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, specifications, records, files, and any other documents or materials, in electronic or any other form, which Consultant prepares or obtains pursuant to this Agreement shall be the property of City. Consultant agrees to deliver all such material and documents to City upon termination of Agreement. City and Consultant agree that, until final approval by City, all documents and materials are confidential and will not be released to third parties without prior Consulting Services Agreement City of Burlingame and Cornerstone Management, Inc. November6, 2012 Page 2 of 5 written consent of both parties. This section shall survive the expiration or earlier termination of this Agreement. 9. ACCOUNTING. Consultant shall maintain all ledgers, books of account, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to charges for service or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years (or for any longer period required by law) from the date of City's final payment to Consultant. City shall have the right to inspect, audit, and/or copy such documents at any time during regular business hours upon request. In addition, pursuant to California Government Code section 8546.7, if the contract sum exceeds Ten Thousand Dollars ($10,000), this Agreement shall be subject to examination and audit by the state and/or City for a period of three (3) years after final payment hereunder. This section shall survive the expiration or earlier termination of this Agreement. 10. WDEMNI TY. Consultant shall, to the fullest extent allowed by law, defend (with counsel acceptable to City), indemnify, and hold the Indemnitees harmless from and against any and all losses, liabilities, claims, suits, actions, judgments, costs, expenses (including without limitation attorneys' fees), damages, and causes of action (all of the foregoing, collectively "Claims") directly or indirectly, in whole or in part, arising out of or in connection with the performance of the Scope of Work or the failure of Consultant or its employees, subcontractors, or agents to comply with the terms of this Agreement, incl ding without limitation, Claims relating to bodily injury, loss of life, and/or property damage. Such obligation to defend, hold harmless and indemnify the Indemnitees shall not apply to the extent that a Claim is caused by the sole negligence, gross negligence, or willful misconduct of one or more Indemnitees. Consultant's indemnification obligations set forth in this section shall survive the expiration or earlier termination of fts Agreement. It is further agreed that City does not, and shall not, waive any rights against Consultant which it may have by reason of this indemnity and hold hanmeiess agreement because of the acceptance by City, or Consultant's deposit with City of any of the insurance policies described in this Agreement. 11. NOTICES. All notices and other communications required or permitted to be given under this Agreement shall be given in writing by personal delivery, U.S. mail, or by e-mail, addressed to the respective Parties as follows: To City: City of Burlingame Attn: Jim Nantell, City Manager 501 Primrose Road Burlingame, CA 94010-3997 650-558-7204 jnantell@burlingame.org consu¢ing services Agreement City of Burlingame and Cornerstone Management, Inc. November 6, 2012 Page 3 of 5 To Consultant: Cornerstone Management, Inc. Attn: Carl L. Yeats P.O. Box 8269 San Jose, California 95155-8269 408-593-4300 Gari.yeats@comeast.net Notice shall be deemed communicated on the earlier of actual receipt or forty-eight (48) hours after deposit in the U.S. mail, or by acknowledgment of e-mail transmission. 12. AMENDMENTS. This Agreement may be amended or modified only by a written instrument executed by the Parties. 13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior oral and written agreements, understandings, commitments and discussions between the Parties. No amendments to this Agreement may be made except in writing signed by both Parties. 14. WAIVER. Waiver by City of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by City of the performance of any work or services by Consultant shall riot be deemed to be a waiver of any term or condition of this Agreement. 15. SEVERABILITY. If any promiisi2nof this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is determined to be invalid or unenforceable with respect to particular circumstances, i't s --AA nevertiheless remain in full force and effect in all other circumstances. This Agreement may be executed in counterparts containing original signatures. 16. APPLICABLE LAW. This contract shall be governed by the laws of the State of California. consulting Services Agreement City of Burlingame and Cornerstone Management, Inc. November 6, 2012 Page 4 of 5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF BURLINGAME: City Manager Attest: yj("Q,4, Mary E114n Kearney, City Cle Form: L inan, City Attorney Consulting Services Agreement City of Burlingame and Cornerstone Management, Inc. November 6, 2012 CORNERSTONE MANAGEMENT, INC.: Carl L. ) Califomia Federal E Attest: Pri # C2098989 itification # 77-0501294 Page 5 of 5