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
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