Loading...
HomeMy WebLinkAboutAGMT - Redevelopment Reporting Solutions (Financial Services) • • AGREEMENT TO PROVIDE PROFESSIONAL FINANCIAL SERVICES Between ' .yOF SEA( B 4 4, , V � �'�' 14,1 ' * %O% ;Q$ vv • O. �, ; 1921 19_ k. SEAL BEACH REDEVELOPMENT AGENCY 211 - 8th Street Seal Beach, CA 90740 Donald L. Parker, CPA Redevelopment Reporting Solutions 622 Lennox Ct., Brea, CA 92821 -7302 (714) 905 -4176 general and mobile (714) 529 -5753 voice and fax This Professional Service Agreement ( "the Agreement ") is made as of May 10, 2011, by and between Donald Parker, CPA dba Redevelopment Reporting Solutions (hereinafter "Consultant "), and Seal Beach Redevelopment Agency ( "Agency "). • • RECITALS A. The Agency desires an independent review of the Agency's finances. B. Consultant represents that it has the necessary professional skills and experience to satisfactorily complete the review in a timely manner. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1. Scope of Services 1.1 Consultant shall provide the services ( "Services ") set forth in Exhibit A. 1.2 Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Agency. 1.3 In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4 Consultant will not be compensated for any work performed not specified in Exhibit A unless the Agency authorizes such work in advance and in writing. 2. Term 2.1 This Agreement shall be in effect until June 30, 2012. 3. Consultant's Compensation 3.1 For all Services satisfactorily rendered, Agency will pay Consultant at the hourly rate set forth in Exhibit B. 3.2 In no event will the Agency pay Consultant more than $7,000 for all Services rendered. 3.3 As of the date of this Agreement, Agency has paid Consultant $3,000 for its Services. 2 of 11 • • 3.4 Any additional work authorized by the Agency pursuant to Section 1.4 will be compensated at the hourly rates set forth in Exhibit B. 3.5 Consultant will not receive reimbursement for any expenses incurred by Consultant. 4. Method of Payment 4.1 Consultant shall submit to Agency monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 10 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. Agency will pay Consultant within 30 days of receiving Consultant's invoice. Agency will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2 Upon 24 -hour notice from Agency, Consultant shall allow Agency or Agency's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. Agency's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5. Termination 5.1 This Agreement may be terminated by either party, without cause, upon giving the other party written notice thereof not less than 10 days prior to the date of termination. 5.2 This Agreement may be terminated by Agency upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3 Consultant agrees to cease all work under this Agreement on or before the fifth day of receiving such notice. 5.4 In the event that Agency terminates or cancels this Agreement due to no fault or failure of performance by Consultant, Agency will pay Consultant for all Services satisfactorily rendered through the date of termination. In no event shall Consultant be entitled to receive more than the "not -to- exceed" figure set forth in Section 3.2. Consultant shall have no other claim against Agency by reason of such termination. 3of11 • • 6. Party Representatives; Project Manager 6.1 Director of Community Development Mark Persico, or his designee, is the Agency's representative for purposes of this Agreement. 6.2 Donald Parker is the Consultant's primary representative for purposes of this Agreement and will have the overall responsibility and will supervise the work performed by Consultant pursuant to this Agreement. 7. Notices 7.1 All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To Agency: City of Seal Beach 211 - 8 Street Seal Beach, CA 90740 -6305 Attention: City Clerk/Agency Secretary To Consultant: Donald L. Parker Redevelopment Reporting Solutions 622 Lennox Ct., Brea, CA 92821 -7302 Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8. Independent Contractor; Consultant's Personnel 8.1 Consultant is an independent contractor and not an employee of the Agency. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under 4 of 11 • • its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but Agency reserves the right, for good cause, to require Consultant to exclude any employee from performing services on behalf of the Agency. 8.3 Consultant shall indemnify and hold harmless Agency and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. Agency shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Agency from Consultant as a result of Consultant's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section. 9. Subcontractors 9.1 No portion of this Agreement shall be subcontracted without the prior written approval of the Agency. Consultant is fully responsible to Agency for the performance of any and all subcontractors. 10. Assignment 10.1 Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of Agency. Any purported assignment without such consent shall be void and without effect. 11. Insurance 11.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Agency that Consultant has secured all insurance required under this Section. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Agency. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the Agency if requested. All certificates and endorsements shall be received and approved by the Agency before work commences. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2 Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or 5 of 11 . • • damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no Tess than A:VIII, licensed to do business in California, and satisfactory to the Agency. Coverage shall be at least as broad as the latest version of the following: (1) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (2) Professional Liability. Consultant shall maintain limits no less than: (1) Automobile Liability: $300,000 per accident for bodily injury and $100,000 per accident for property damage; and (2) Professional Liability: $500,000 per claim /$1,000,000 aggregate. 11.3 The insurance policies shall contain the following provision: coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the Agency. 12. Indemnification, Hold Harmless, and Duty to Defend 12.1 Consultant shall defend, indemnify, and hold the Agency, the City of Seal Beach ( "City "), and their officials, officers, employees, volunteers and agents serving as independent contractors in the role of Agency or City officials (collectively "Indemnities") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any intentional misconduct or negligent acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Nothing herein shall be construed to require Consultant to indemnify an Indemnitee from any claim arising from the sole negligence or willful misconduct of that Indemnitee. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse Agency and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the Agency, the City its directors, officials, officers, employees, agents or volunteers. 12.2 Agency shall defend, indemnify, and hold Consultant free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any intentional misconduct or negligent acts or omissions of Agency, its employees, or its agents 6 of 11 • • in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Nothing herein shall be construed to require Agency to indemnify Consultant from any claim arising from the sole negligence or willful misconduct of Consultant. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Consultant, Agency shall defend Consultant, at Agency's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Consultant. Agency shall reimburse Consultant, for any and all legal expenses and costs incurred by it in connection therewith or in enforcing the indemnity herein provided. Agency's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Agency. 12.3 All duties under this Section shall survive termination of this Agreement. 13. Ownership and Confidentiality of Work Product 13.1 All reports, drafts, documents or other material, whether in written or electronic form (collectively "Work Product "), developed by Consultant in connection with all services provided pursuant to this Agreement shall be and remain the property of Agency without restriction or limitation upon its use or dissemination by Agency. Consultant shall deliver to the Agency all Work Product upon termination of this Agreement. 13.2 Consultant, in the course of its duties, may have access to financial, accounting, statistical, and /or personnel data of private individuals and employees of Agency. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by Agency. Agency shall grant such authorization if the law requires disclosure. Consultant shall surrender and return all such data to Agency immediately upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 14. Taxpayer Identification Number 14.1 Consultant shall provide Agency with a complete Request for Taxpayer Identification Number ( "TIN ") and Certification, Form W -9, as issued by the Internal Revenue Service. 15. Labor Certification 15.1 By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every 7of11 • • employer to be insured against liability for Workers' Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 16. Licenses and Compliance with Laws 16.1 Consultant will obtain all necessary licenses, permits and other approvals to perform the Services and will pay all fees or taxes required for the issuance of the same. 16.2 Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. 17. Entire Agreement 17.1 This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 18. Severability 18.1 The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 19. Governing Law 19.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. No Third Party Rights or Beneficiaries 20.1 No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 21. Waiver 21.1 No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 8 of 11 • • 22. Prohibited Interests 22.1 Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Agency has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 22.2 Consultant and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Section 81000, et. seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subcontractors shall not, without the prior written approval of the Agency, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant agrees that a clause substantially similar to this section shall be incorporated into any subcontract, which Consultant executes in connection with the performance of this Agreement. 22.3 Consultant warrants and maintains that it has no knowledge that any officer or employee of Agency has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to Agency, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Subsection. 23. Discrimination and Equal Employment Opportunity 23.1 In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants that are employed, and that employees are treated during 9 of 11 • • employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. 24. Attomeys' Fees 24.1 If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection with such action. 25. Time is of the Essence 25.1 Time is hereby expressly declared to be of the essence of this Agreement and of each and every provision hereof; and each and every provision hereof is hereby declared to be and made a material, essential and necessary part of this Agreement. 26. Severability 26.1 Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 27. Exhibits 27.1 All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28. Corporate Authority 28.1 The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. 10 of 11 • • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH B ; i ► �. . Ingram, Acting Executive Director Attest: By:p 4,1,014 ind Devine, Secretary/City Clerk Approved as to Form: , By: 1 n Barrow, Agency Counsel REDEVELOPMENT REPORTING SOLUTIONS Donald L. Parker, CPA By: 47 Donald L. Parker, Principal 11 of 11