2010/05/11 City Council Resolution 2010-50RESOLUTION NO. 2010-50
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A CONSULTANT AGREEMENT FOR
INTERIM CITY MANAGER SERVICES
WHEREAS, the City Council wishes to enter into a Consultant Agreement for
Interim City Manager Services;
WHEREAS, John Dunn possesses the skills and expertise necessary to perform
these services;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Rohnert Park that the City Council authorizes and approves the attached Consultant
Agreement for Interim City Manager Services.
BE IT FURTHER RESOLVED that the Mayor is authorized and directed to
execute same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED by the City Council of the City of
Rohnert Park this 11th day of May, 2010.
CITY OF ROHNERT PARK
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WE-
BELFORTE: AYE BREEZE: NO CALLINAN: NO MACKENZIE: AYE STAFFORD: AYE
AYES: (3) NOES: (2) ABSENT: (0) ABSTAIN: (0)
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CONSULTANT AGREEMENT FOR
INTERIM CITY MANAGER SERVICES
This Agreement is made and entered into this _ day of May 2010, by and
between CITY OF ROHNERT PARK, hereinafter referred to as "City," and JOHN
DUNN hereinafter referred to as "Consultant."
A. City requires services of an Interim City Manager to assist City on a
temporary basis to conduct the day -to -day business of the City.
B. Consultant is willing and qualified to provide such services due to his
experience, training, and education and it is understood that the retention of Consultant
shall be for a limited duration.
NOW, THEREFORE, City and Consultant agree that for the considerations
described in this Agreement, Consultant shall provide Interim City Manager services to
City as described in greater detail below:
1. DUTIES.
(a) City agrees to employ Consultant as Interim City Manager of the
City of Rohnert Park to perform the functions and duties specified in the ordinances and
resolutions of City and to perform other legally permissible and proper duties and
functions as the City Council may from time to time assign, including but not limited to
those duties of an Assistant City Manager.
(b) Consultant shall perform his duties to the best of his ability in
accordance with the highest professional and ethical standards of the profession and shall
comply with all applicable federal, state and local laws, ordinances, rules, regulations,
and orders established by City.
(c) Consultant shall not engage in any activity which is or may
become a conflict of interest, prohibited contract, or which may create an incompatibility
of office as defined under California law. Prior to performing any services under this
Agreement and annually thereafter, Consultant must complete disclosure forms required
by law.
(d) Consultant agrees to diligently carry out the work to be done under
this Agreement and understands that in the performance of this Agreement, Consultant's
availability and responsiveness are critical. However, in no event will the Consultant
work for less than five months nor more than 12 months under this contract.
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(e) Consultant represents that he has the professional skills necessary
to perform the services and that he will perform the services in a skillful and professional
manner. Consultant agrees that the services shall be performed in a manner consistent
with practices usual and customary to the management. City and Consultant agree that
Consultant is in responsible charge of the services. Acceptance by City of the services
does not operate as a release of Consultant from professional responsibility for the
services performed.
2. Compensation; Reimbursement of Expenses.
A. City shall compensate Consultant for all services performed
pursuant to this Agreement at a monthly salary of Fifteen Thousand Nine Hundred
Dollars ($15,900.00), payable in installments at the same time as other employees of the
City are paid.
B. City will provide Consultant with the same holidays and sick leave
as provided other management employees of the City. Consultant shall be entitled to
accrue 1.25 days of vacation per month. However, Consultant shall not be entitled to
compensation for unused sick leave or vacation time upon termination of this Agreement.
C. City shall provide Consultant with a monthly automobile
allowance of Five Hundred Dollars ($500.00) to reimburse Consultant for use of his
personal automobile for City business.
D. In the event Consultant desires to reside in the City of Rohnert
Park, City shall provide Consultant with a monthly housing allowance of Fifteen
Hundred Dollars ($1,500.00) to assist Consultant in moving, relocating and living in the
City of Rohnert Park during his tenure with the City.
3. Term, Termination.
C. This Agreement shall become effective as of May 10, 2010 and
shall continue in effect for a maximum period of one year, unless sooner terminated by
either of the parties.
D. This Agreement may be terminated at any time by City upon
written notice to Consultant. In the event this Agreement is terminated by City prior to
November 12, 2010, Consultant shall be entitled to receive his monthly salary,
automobile allowance, and housing allowance on a monthly basis up to November 12,
2010.
E. Consultant may terminate this Agreement upon thirty days written
notice to City. Upon receipt of such notice from Consultant, City may determine, in its
sole discretion, that Consultant's services shall be continued for an additional thirty days
to adequately transition any ongoing work to City's new Interim City Manager.
Consultant shall, during such continuation period, perform sufficient work pursuant to the
terms and conditions of this Agreement, to provide for an orderly transition. In the event
Consultant terminates this Agreement prior to November 12, 2010, Consultant shall only
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be entitled to compensation for the services performed up to the date of such termination,
it being understood that any payments are full compensation for the services rendered
under this Agreement.
4. Confidentiality.
Consultant agrees to maintain in confidence and not disclose to any person, firm,
governmental entity, or corporation, without City's prior written consent, any trade secret
or confidential information. The covenants contained in this Section 4 shall survive the
termination of this Agreement for whatever cause.
5. Work for Other Clients.
Consultant shall not engage in any new activity which is or may become a conflict
of interest, prohibited contract, or incompatibility of office as defined under California
law. Consultant shall advise the City Council of any work that Consultant proposes to
perform for any third party during the term of this Agreement. If a majority of the
Council so directs, Consultant shall not undertake such work; if the City takes no action
or approves the outside work, the Consultant may undertake such work.
6. Documents and Records.
Consultant shall deliver to City all records, data and reports prepared or obtained
in the performance of this Agreement, which shall be and remain the property of City and
shall be subject to City's records retention policy and procedures. Consultant shall
maintain and permit City and its authorized agents and/or representatives to examine, re-
examine, make excerpts, transcribe and copy Consultant's books, documents, papers,
materials, payrolls, records, accounts, computer disks, tapes and any and all data relevant
to this Agreement at any reasonable time within four years after final payment under this
Agreement.
7. Status as Independent Contractor.
Consultant is an independent contractor and shall not be considered an employee
of City. Consultant is responsible for payment of all taxes, including payroll taxes, and
no taxes will be withheld from payments made by City. Consultant shall not receive or
be entitled to receive retirement or pension benefits, Public Consultants Retirement .
System benefits, workers' compensation insurance coverage, health insurance coverage,
or any other benefit from City, except for the compensation and reimbursement of
expenses specified in Section 2 above.
8. Insurance.
Consultant shall provide and maintain at all times during the performance of this
Agreement, and for such additional periods as described herein, the insurance listed
below. Consultant shall promptly furnish to City certificate of insurance evidencing that
all described coverage is primary, and requiring thirty days prior written notice to City of
policy lapse, cancellation or material change in coverage.
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A. Proof of Comprehensive Automobile Liability Insurance providing
bodily injury liability and property damage, to protect Consultant and City against all
liability arising out of the use of any owned, leased, passenger or commercial automobile;
limits of liability shall not be less than $1,000,000 combined single limit and $2,000,000
aggregate.
9. Indemnification.
City agrees to extend to Consultant, when he is acting within the course and scope
of his services for City provided pursuant to this Agreement, those rights of
indemnification, including the right that City pay any judgment or make any compromise
or settlement of an action, and the right to provision for a defense for actions or
proceedings as are granted to employees of a public entity under the provisions of
Division 3.6 (commencing with section 810), Title 1, of the Government Code of the
State of California.
10. Non-Assignability.
Consultant shall not subcontract, assign, sell, mortgage, hypothecate or otherwise
transfer, in whole or in part, his interest or obligations in this Agreement in any manner,
.without the express prior written consent of City. Such consent will not be unreasonably
withheld.
11. Waiver.
A waiver by either City or Consultant of any breach of this Agreement shall not
be binding upon the waiving parry unless such waiver is in writing. In the event of a
written waiver, such a waiver shall not affect the waiving party's rights with respect to
any other or further breach.
12. Survivability.
The invalidity, illegality, or unenforceability of any provision of this Agreement,
or the occurrence of any event rendering any portion or provision of this Agreement void,
shall in no way affect the validity or enforceability of any other portion or provision of
the Agreement. Any void provision shall be deemed severed from this Agreement, and
the balance of the Agreement shall be construed and enforced as if the Agreement did not
contain the particular portion or provision held to be void.
13. Mediation.
If the parties are unable to resolve a dispute arising under this Agreement through
good faith negotiations, the parties agree to submit the matter to mediation with a
mutually agreeable mediator. Prior to the mediation, the parties shall exchange any
documents reasonably necessary to resolve the matter to be mediated.
14. Integration and Modification.
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This Agreement is adopted by City and Consultant as a complete and exclusive
statement of the terms of the Agreement between City and Consultant. This Agreement
supersedes all prior agreements, contracts, proposals, representations, negotiations,
letters, or other communications between City and Consultant pertaining to Consultant's
services, whether written or oral.
15. Successors and Assigns.
This Agreement shall be binding upon the respective successors, executors,
administrators, assigns, and legal representatives to the parties.
16. Choice of Law.
This Agreement shall be governed by the procedural and substantive laws of the
State of California.
17. Notice.
Except as otherwise expressly provided by law, any and all notices or other
communication required or permitted by this Agreement or by law to be served on or
delivered or given to a parry by another party to this Agreement shall be in writing, and
shall be deemed duly served, given, or delivered:. (i) when delivered personally; (ii) when
sent by confirmed facsimile during the recipient's business day (or otherwise on the next
business day); (iii) three days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one business day after deposit with a
commercial overnight carrier with tracking, specifying next - business day delivery.
Any party may change their address for the purpose of this Section by giving written
notice of such change to the other party in the manner provided in this Section.
Notice to Consultant shall be sent to:
John Dunn
1305 Oakview Circle #225
Rohnert Park, CA 94928
Notice to City shall be sent to:
City Attorney
Michelle Marchetta Kenyon
Rohnert Park City Hall
130 Avram Blvd.
Rohnert Park, California
{Signatures follow on next page}
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
CITY OF ROHNERT PARK
By: Date
Pam Stafford, Mayor
CONSULTANT
By: Date
John Dunn
Approved As To Form
By:
Michelle Marchetti Kenyon, City Attorney
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