HomeMy WebLinkAbout2005 CON Jean Pace - Finance Dept. Organizational Review10/19/05 16:58 FAX 619 336 4327
CITY OF NATIONAL (CITY
t1003
AGREEMENT
BY AN][) BETWEEN
THE CITY OF NATIONAL CITY
AND JEAN PACE
THIS AGREEMENT is entered into this 10th day of June, 2005, by and
between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and
Jean Pace, an individual (the "CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to provide an
organizational review of the National City Finance:Department.
WHEREAS, the CITY has determined that the CONTRACTOR is
qualified by experience and ability to perform the services desired by the CITY, and the
CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY
AGREE AS FOLLOW&
ll. :ENGAGEMENT OF COURAC;T,OR. The CITY hereby agrees
to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the
services hereinafter set forth in accordance with all terms and conditions contained
herein.
The CONTRACTOR represents that all services required hereunder will
be performed directly by the CONTRACTOR.
2. SCOPE OF SERVICES. The CONTRACTOR will perform
services as set forth in the attached Exhibit "A".
The CONTRACTOR shall be responsible for all research and reviews
related to the work and shall not rely on :personnel of the CITY for such services, except
as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings at
the request of the Assistant City Manager to keep staff and City Council advised of the
progress on the project, and on other matters pertaining to the Finance Department.
The CITY may unilaterally, or upon request from the CONTRACTOR,
from time to time reduce or increase the Scope of Services to be performed by the
CONTRACTOR under this Agreement. Upon doing so, the CITY and the
CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction or increase in the compensation associated with said change in
services.
1.0/19/05 16:59 FAX 819 336 4327
CITY OF NATIONAL CITY
004
COMPENSATION AND PAYMENT. The CONTRACTOR
shall be compensated at the rate of $75 per hour, plus reimbursable expenses.
�l. TERM OF Agint TAT. The. term of this Agreement shall
begin on the date first above written and remain in effect for one year after said date.
5. TIISPOSITION AND OWNERSHIP OF DOCUMENTS. The
Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents
prepared, by the CONTRACTOR for this Project, whether paper or electronic, shall
become the property of the CITY for use with respect to this Project, and shall be turned
over to the C'TIY upon completion of the Project, or any phase thereof, as contemplated
by this Agreement.
5. INDEPENDENT CONTRA;CTOR. Both parties hereto in the
performance of this Agreement will be acting in an independent capacity and not as
agents, employees, partners or joint venturers with one another. Neither the
'CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and
are not entitled to any of the rights, benefits„ or privileges of the CTTY's employees,
including but not limited to retirement, medical„ unemployment, or workers'
compensation insurance.
This Agreement contemplates the personal services of the
CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the
parties that a. substantial inducement to the CITY for entering into this Agreement was,
and is, the professional reputation and competence of the CONTRACTOR and its
employees. Neither this Agreement nor any interest herein may be assigned by the
CONTRACTOR without the prior written consent of the CITY. Nothing herein
contained is intended, to prevent the CONTRACTOR from employing or hiring as many
employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper
and efficient performance of this Agreement. Al],.agreements by CONTRACTOR with
its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of
this Agreement.
7. CONTROL. Neither the CITY nor its officers, agents or
employees shall have any control over the conduct of the CONTRACTOR or any of the
CONTRACTOR's employees except as herein set forth, and the CONTRACTOR
expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's
agents, servants, or employees are in any manner agents., servants or employees of the
CITY, it being understood that the CONTRACTOR, its agents, servants, and employees
are as to the CITY wholly independent contractors and that the CONTRACTOR's
obligations to the CITY are solely such as are prescribed by this Agreement.
8. COMPLIANCE WITH _ APPjLICABLE LAW. The
CONTRACTOR, in the performance of the services to be provided herein, shall comply
with all applicable State and Federal statutes and regulations, and all applicable
2 2005 City Agreement with Jean Pace
Organizational Review of Finance Department
•
10/19/05 16:59 FAX 619 336 4327 CITY OF NATIONAL CITY A 005
ordinances, rules and regulations of the City of Natiionail City, whether now in force or
subsequently enacted. The CONTRACTOR, :and each of its subcontractors, shall obtain
and maintain a currenti. City of National City business license during performance of any
work pursuant to this Agreement.
9. j.ICENSES, PERMITS, ETC. The CONTRACTOR represents
and covenants that it has all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to practice its profession. The CONTRACTOR represents
and cotetrmes that the CONTRACTOR shall, at its sole cost and expense, keep in effect
at all times during the term of this Agreement, any license, permit, or approval which is
legally required for the CONTRACTOR to practice its profession_
lto. CONFIDENTIAL INFORMATION. The CITY may from time
to time communicate to the CONTRACTOR certain confidential information to enable
the CONTRACTOR to effectively perform the services to be provided herein. The
CONTRACTOR. shall treat all such information as confidential and shall not disclose any
part thereof without the prior written consent of the CITY. The CONTRACTOR shall
limit the use and circulation of such information, even within its own organization, to the
extent necessary to perform the services to be provided herein, The foregoing obligation
of this Section 10, however, shall not apply to any part of the information that (i) has been
disclosed in publicly available sources of information; (ii) is, through no fault of the
CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is
already in the possession of the. CONTRACTOR without any obligation of
confidentiality; or (iv). has been or is hereafter rightfully disclosed to the CONTRACTOR
by a third party,. but only to the extent that the use or disclosure thereof has been or is
rightfully authorized by that third party.
The CONTRACTOR shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder,
the CONTRACTOR shall comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm or corporation.
11. INDEMNIFICATION AND HOLD HARMLESS. The
CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National
City, its officers and employees, against and from any and all liability, loss, damages to
property, injuries to, or death of any person or persons, and all claims, demands, suits,
actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature,
including workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the CONTRACTOR's negligent performance of this Agreement.
12. INSURANCE. The CONTRACTOR, at the sole cost and expense
of the CITY, shall maintain throughout the term of this agreement, comprehensive
general liability insurance, with minimum limits of $1,000,000 combined single limit per
occurrence, covering all bodily injury and property damage arising out of its operation
under this Agreement.
3 2o05 City Agreement with Jean Pace
Organizational Review of Finance Department
10/19/05 17:00 FAX 61.9 336 4327 CITY OF NATIONAL CITY
Idjo06
The aforesaid policy shall corallidlte primary insurance as to the CITY, its
officers, employees, and volunteers, so that any. other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30)
days prior written notice to the CITY of cancellation or material change.
Said policy shall name the CITY and its officers, agents and employees as
additional insureds.
Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than
A V'III according to the current Best's Key Rating Guide, or a company equal financial
stability that is approved by the City's Risk Manager.
13. TERMINATION.. A. This Agreement may be terminated with
or without cause by the CITY. Termination without cause shall be effective only upon
30-day's written notice to the CONTRACTOR. During said 30-day period the
CONTRACTOR shall perform all seriri.ces in accordance with this Agreement.
B. This Agreement may :also be terminated immediately by the CITY
for cause in the event of a material breach Of this Agreement, misrepresentation by the
CONTRACTOR in connection with the fOrmaation of this Agreement or the performance
of services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of
written Notice of Termination to the CONTRACTOR as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda
Reports, Maps, Drawings, Plans, Specifications arid ocher documents prepared by the
CONTRACTOR, whether paper or electronic, shall immediately become the property of
and be delivered to the CITY, and the CONTRACTOR. shall be entitled to receive just
and equitable compensation for any work satisfactorily completed on such documents and
other materials up to the effective date of the Notice of Termination, not to exceed the
amounts payable hereunder, and less any damages caused the CITY by the
CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall
vest in the CITY.
E. The CTTY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR;
(2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the
CONTRACTOR.
14. NOTICES. All notices or other communications required or
permitted hereunder shall be in writing, and shall be personally delivered; or sent by
overnight mail (Federal Express or the like); or sent by registered or certified mail,
postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or
telegraphed or cabled; or delivered or sent by telex„ telecopy, facsimile or fax; and shall
be deemed received upon the earlier of (i) if personally delivered, the date of delivery to
4 2005 City Agreement with Jean Pace
Organizational Review of Finance Department
10/19/05 17:00 FAX 619 336 4327 CITY OF NATIONAL CITY la007
the address of the person to rcc civc such uuuolicc, (ii) if seul by cvcinugl►t ivail, LLc bivainess
day following its deposit in such overnight mail facility„ (iii) if mailed by registered,:
certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of
California) after the date of deposit in a post office, mailbox, mail chute, or other like
facility regularly maintained by the United States Postal Service, (iv) if given by telegraph
or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by
telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or
other communication delivered or sent as specified above shall be directed to the
following persons:
To the CITY: Lin Wurbs
Assistant City Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4301
1
To the CONTRACTOR: Jean Pace
532 East I ith Street
Douglas, AZ 85607- 2014
LLC
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver
because of changedaddress of which no notice was given shall be deemed to constitute
receipt of the notice, demand, request or communication sent. Any notice, request,
demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax
must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified
in this Section.
15. CONFLICT OF INTEREST AND POLITICAL REFORM
ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall
nor perform services of any kind for any person or entity whose interests conflict in any
way with those of the City of National City. The CONTRACTOR also agrees not to
specify any product, treatment, process or material for the project in which the
CONTRACTOR has a material financial interest, either direct or indirect, without first
notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the
terms of the Political Reform Act and the National City Conflict of interest Code. The
CONTRACTOR shall immediately disqualify itself and shall not use its official position
to influence in any way any matter coming before the CTTY in which the
CONTRACTOR has a financial interest as defined in Government Code Section 87103.
The CONTRACTOR repregentf that it haft no knowledge of any financial interests that
would require it to disqualify itself from. any matter on which it might perform services
for the CITY.
5 2005 City Agreement with Jean Pace
Organizational Review of Finance Department
10/19/05 1.7:00 FAX 619 336 4327 CITY OF NATIONAL CITY le 008
If checked, the CONTRACTOR shall comply with all of the
reporting requirements of the Political Reform Act and the National City Conflict of
Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic
Interests with the City Clerk of the City of National City in a timely manner on forms
which the CONTRACTOR shall obtain from 'the City Clerk.
The CONTRACTOR shall be strictly liable to the CITY for all damages,
costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by
the CONTRACTOR.
16. MIS CELLANIEOILUEQ,U iONS.
A. Computation of Time Periods. If any date or time period provided
for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday,
then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next
day which is not a Saturday, Sunday or federal, state or legal holiday.
$. C'ounterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument.
C. Captions. Any captions to, or headings of, the sections or
subsections of this Agreement are solely for the convenie:nc:e of the parties hereto, are not
a part of this Agreement, and shall not be used for the interpretation or determination of
the validity of this Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly
provided herein, the execution and delivery of this Agreement shall not be deemed to
confer any rights upon, or obligate any of the parties hereto, to any person or entity other
than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached
hereto arse hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may
not be modified or amended except by an instrument in writing executed by each of the
parties hereto.
O. Waiver. The waiver or failure to enforce any provision of this
Agreement shall not operate as a waiver of any :future breach of any such provision or any
other provision hereof.
H. Applicable Law. This Agreement shall be governed by and
curustruIdl iu accoi& ance with the laws of the State of California.
). Entire Agreement. This Agreement supersedes any prior agree-
ments, negotiations and communications, oral or written, and contains the entire
agreement between the parties as to the subject matter hereof. No subsequent agreement,
representation, or promise made by either party hereto, or by or to an employee, officer,
agent or representative of any party hereto shall be of any effect unless it is in writing and
executed by the party to be bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the successors and assigns of the parties hereto.
6 2005 City Agreement with ;ran Pace
Organizational Rovicw of Finance Dt7parttnent
10/19/05 17:01 FAX 519 336 4327 CITY OF NATIONAL CITY
IL
l0o9
K, Construction. The parties acknowledge and agree that (i) each
party is of equal bargaining strength, (ii) each party has actively participated in the
drafting, preparation and negotiation of this Agreement, (iii) each such party has
consulted with or has had the opportunity to consult with its own, independent counsel
and such other professional advisors as such party has deemed appropriate, relative to any
and all matters contemplated under this Agreement, (iv) each party and such parry's
counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter
into this Agreement following such review and the rendering of such advice, and (vi) any
rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall. not apply in the interpretation of' this Agreement, or any portions hereof, or
any amendments hereto.
1N' WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date and year first above written.
CITY OF' NATIONAL CITY
By: ��T--
hris Zapata, City Mana,
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
JEAN PACE
By: a(
Jean P
Member Consultant
Gizy/I/ Pik j / (-
7 2005 City Agreement with Joan Pace
Organizational Review of Finance Department
Finance Department Organizational Review
Scope of Work- Jean Pace
1. Meet with City Manager's Office to discuss the expectation of the organizational
review.
2. Conduct meetings and interviews with stakeholders of the department and
organization to better understand the department and the stakeholders' current
perceptions of the Finance department. The individuals or groups include:
• Finance Staff
• City Treasurer
• Department Representatives
• Customers- Internal and External
3. Review the Finance department:
• Organization Chart
• Departmental positions, work requirements, job classifications,
required skills, use of technology
• Workflow
• Customer interaction- internal and external
4. Provide a preliminary report to the City's Manager's Office following the
research phases. This report includes key findings and recommendations.
5. Provide a final report that lists the important findings and recommendations, as
well as offer ideas regarding any new approaches or improvements.
ROUTE SLIP
To: Lin
El Administration
0 Attorney
El Building & Safety
El City Clerk
El City Council
El Community Development
El Engineering
El Finance
0 Fire
0 Library
From. Geage
COMMENTS:
c _s;-,ve aft
is miss,ss�o .
City of National City
Date• i6/27/ar
El Mayor
0 Parks & Recreation
El Personnel
0 Planning
0 Police
El Public Works
0 Purchasing
El Risk Manager
El
�Ex,4, Strviec,r 1/ "A")
geerrUce JedritharireadroffOreal, lift
H ##Lrc !?tr fhi;is/ Ali c Slope
a' MAc r , s .
El Action
El Signature Required
El Written Comments Requested
El Verbal Comments Requested
3/95
.rivada
ofJ ,/el
Reply Directly
For Your Files/Info
Return To Sender
Recycled Paper