Loading...
HomeMy WebLinkAbout*AGMT - Moreland & Associates (Senior Accountant) • • PROFESSIONAL SERVICES AGREEMENT FOR ACCOUNTING SERVICES THIS AGREEMENT ( "Agreement ") is entered into on February LL by and between the City of Seal Beach ( "City ") and Moreland and Associates, Inc. ( "Contractor "). RECITALS A. City desires to contract with Contractor to perform various accounting services until such time the City fills current vacancies in the Administrative Services Department. B. Contractor represents that staff employed by the accounting firm is qualified to perform complex accounting. NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained the City and Contractor agree as follows: 1. Duties. Contractor shall provide to the City all labor, services and incidental and customary work necessary to fully and adequately perform various accounting functions and other legally permissible and proper duties and functions (collectively "Services ") as may be, from time to time, assigned to Contractor by City's Director of Administrative Services. The Services shall be performed by 512. Ac.ca uN rANr and the following assistants: *To nf.-ma m !NM • Contractor represents and warrants that each person Contractor employs to perform the Services under the Agreement shall be fully competent, qualified, licensed, bonded, and /or certified, as required by the laws of the State of California throughout the course of this Agreement. 2. Hours. Contractor's Services will be performed during normal City hours. Contractor shall not be entitled to additional compensation for any work performed in excess of eight hours per day, forty hours per week or the City's normal office hours. Contractor is not an employee for purposes of overtime, the Fair Labor Standards Act or any law or order. 3. Commencement and Termination. Contractor shall commence the Services on February J/ , 2008. The City may terminate this Agreement at any time, with or without cause or advance notice. Contractor may terminate this Agreement at any time, with or without cause upon ten days prior written notice to City. Contractor shall be paid for all Services performed through the effective date of termination. PSA Interim Accounting services (Moreland) Page 1 of 6 • • 4. Compensation. City shall pay Contractor's employees at their standard hourly rates for all services rendered but in no event shall the hourly rate exceed $80 per hour. Attached hereto as Exhibit A and incorporated by this reference is Contractor's schedule of hourly rates for 2008. Contractor shall submit monthly statements to the City for services rendered during the prior calendar month. Such statement shall describe the services performed and the reimbursable expenses incurred. The City shall make payment within 30 days of receipt of such a proper statement, unless any charge is disputed in writing by City, in which case City shall pay the undisputed charges. 5. Expenses. City shall reimburse Contractor for actual and necessary expenses incurred in the performance of its official duties that are supported by expense receipts in accordance with AB 1234 and any applicable City ordinances, resolutions, rules, policies or procedures. 6. Contractor's Responsibility for Contributions, Payments, or Withholding. Contractor shall be solely responsible for all contributions, payments, or withholdings normally made on behalf of an employee including but not limited to, state and federal income taxes, federal social security contributions, California State disability insurance taxes, and unemployment insurance contributions. 7. Relationship Between the Parties. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor and all of Contractor's officers, employees and agents (Collectively "Contractor" in this section 7) are, and shall at all times remain as to City, a wholly independent contractor. Contractor retains the right to perform similar or different services for others during the term of this Agreement, provided such work does not conflict or interfere with Contractor's obligations under this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor 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. Contractor 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. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Contractor may act as an agent of City only to the extent necessary to perform the duties and obligations required herein. Contractor shall not, at any time, or in any manner, represent that it, he or she is an employee of City, provided, however, that nothing contained in this provision shall be construed or interpreted so as to deprive Contractor of any and all defenses or immunities available to public employees acting in their official capacities. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, PSA Interim Accounting services (Moreland) Page 2 of 6 • and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall defend, indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. Contractor shall not be considered an agent or Contractor of City and shall not be entitled to the benefits provided by City to its Contractors, including but not limited to workers' compensation insurance, health /medical insurance, dental insurance, life insurance, deferred compensation, disability insurance, unemployment insurance, retirement contribution, sick leave, vacation leave or similar benefits. 8. Insurance. Contractor shall maintain at all times during the term of this Agreement not less than the types and amounts of insurance coverage listed below issued by insurers listed "B +" or better in Best's Insurance Guide. Contractor shall submit to the City certificates indicating compliance with the following minimum insurance requirements not less than one day prior to the beginning of performance under this Agreement. 1. Worker's Compensation Insurance to cover Contractor's employees as required by the California Labor Code. 2. Comprehensive general liability and automobile liability insurance, each with policy limits not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of any one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000. Each policy of insurance shall: a) Be issued by an insurance company that is admitted to do business in the State of California. b) Be primary to any other similar insurance and, except for the professional liability policy, shall name the City as an additional insured. c) Contain a provision that prohibits cancellation, modification, or lapse without thirty (30) days' prior written notice from insurer to the City. d) Include a severability of interests clause substantially similar to the following: "The insurance afforded by this policy applies separately to each insured against whom a claim or suit is made or suit is brought, except with respect to the limit of the insurer's liability." e) Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled nor materially changed except upon thirty (30) days' prior written notice to the City of such cancellation or material change as evidenced by a return receipt for a registered letter." f) Cover the Services provided by Contractor pursuant to the terms of this Agreement. 3. Professional Liability Insurance (errors and omissions) with a policy limit not less than $1,000,000 and which shall a) Be issued by an insurance company that is admitted to do business in the State of California. PSA Interim Accounting services (Moreland) Page 3 of 6 • • b) Cover the operations of Contractor pursuant to the terms of this Agreement. The insurance certificate evidencing such insurance shall be submitted to the City for prior review and thereafter the City shall have the right to approve or disapprove any insurance procured by Contractor under the standards of this section. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as full performance of Contractor's duties to indemnify, hold harmless, and defend under this Agreement. Contractor shall not commence the performance of its services under this contract until the above insurance has been obtained and Certificates of Insurance have been filed with the City. 9. Indemnity • A. City shall indemnify, defend, and hold harmless Contractor from and against any and all claims, actions, proceedings, suits, or damages, including costs and attorneys' fees, resulting from physical harm or damage to persons or property, which arise out of or is caused by the acts, omissions, negligence or misconduct of City, its officials, officers or agents. • B. Contractor is skilled in the professional calling necessary to perform the Services. The City is relying upon the skill, independence, professional reputation, and knowledge of Contractor to perform the Services. Contractor shall indemnify, defend, and hold harmless City, its elected and appointed officials, officers and agents against any claims, actions, proceedings, suits, or damages, including costs and attorneys' fees, resulting from physical harm or damage to persons or property, which arise out of or is caused by the acts, omissions, negligence or misconduct of Contractor, its officers, agents or subcontractors. C. The provisions of this Indemnity Clause (Section 9) shall survive the termination or expiration of this Agreement. 10. Confidentiality. All data, computer program data, input record data, written information, and other documents either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Contractor shall not, without the prior written consent of City, use such materials for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to Contractor that is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. PSA Interim Accounting services (Moreland) Page 4 of 6 • • 11. Accomplishment of Project. Contractor shall commence, carry on, and complete its assignments with all practicable dispatch, in a sound, economical, and efficient manner in accordance with all applicable laws and generally accepted industry standards. 12. Integration Clause. This Agreement represents the entire agreement between the parties as to the provision of the Services and supersedes any and all prior negotiations, representations or agreements, written or oral. 13. Standard of Care. Contractor shall perform all Services in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor represents that it has all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. 14. Rights and Remedies Not Waived. In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of Contractor, and the making of any such payment by the City while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the City with regard to such breach or default. 15. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required to perform the Services. All of the Services will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services. 16. Attorneys Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including attorneys' fees actually incurred in connection with such enforcement or interpretation. 17. Notices. Any notices and requests for payment shall be sufficient if sent by the parties in the United States mail, postage paid, to the address as noted below: Director of Administrative Services City of Seal Beach 211 8th Street Seal Beach, California 90740 PSA Interim Accounting services (Moreland) Page 5 of 6 • • MORELAND & ASSOCIATES, INC. Attention: Kathryn Beseau 1201 Dove Street, Suite 680 Newport Beach, CA 92660 18. Successors and Assiqns. Contractor shall not assign, or attempt to assign, any portion of this Agreement without prior written approval of the City Manager. 19. Compliance with Laws. In the performance of the work required by this Agreement, Contractor shall abide by and conform with and to any and all applicable laws of the United States and the State of California, and the City Charter, ordinances, regulations and policies of the City. IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written. CITY By: Yer arypL- ATTEST: 61-Clerk CONTRACTOR M • eland - nd Associates APPROVED AS TO FORM: _a) 1. qty Attorney PSA Interim Accounting services (Moreland) Page 6 of 6 , t �ACORD CERTIFICA OF LIABILITY INSURAOCE D 05/01/20 0 ' PRODUCER (847) 385 -6800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Lemme Insurance Group, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 111 West Campbell ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. - 4th Floor - }. Arlington Heights, IL 60005 CA DOI Lic #0C42466 INSURERS AFFORDING COVERAGE - - NAIC # • j INSURED - - INSURER A: a • Macias Gini & O'Connell LLP, Macias Consulting Group, Inc., INSURER B: - and IntelliBridge Partners LLC or -tutnd , INSURER C: Lex ington Insurance- Company 3000 S Street, Suite 300 INSURER D: - -- Sacramento, CA 95816 INSURER E: - ' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE DATE (MM/DD/YY) DATE (MM /DD/YY) UMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES ESORENTED $ — _ . _ - PREMISES (Ea occurence) CLAIMS MADE OCCUR MED EXP (Any one person) $ N/A PERSONAL BADVINJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- 7 POLICY n JECT n LOC - AUTOMOBILE LIABILITY • COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS ' BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS N/A BODILY INJURY • $ NON -OWNED AUTOS - (Per accident) PROPERTY DAMAGE $ ' (Per accident) GARAGE LIABILITY - AUTO ONLY - EA ACCIDENT $ ANY AUTO N/A - OTHER THAN EA ACC • $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ N/A $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND 1 WCSTATU- OTH- EMPLOYERS' LIABILITY TORY LIMITS ER - ANY PROPRIR/PARNER/EXECUTIVE N/A E.L. EACH ACCIDENT $ OFFICE ETO EXCLTUDED? E.L DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below _ E.L. DISEASE - POUCY OMIT $ OTHER $2,000,000 Per Claim & Annual Agg. C Professional Liability # 025655196 05/01/2010 05/01/2011 (Errors & Omissions) $150,000 Self- Insured Retention DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS CERTIFICATE. HOLDER CANCELLATION - • City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Attn: Robbeyn Bird - DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN 211 Eight Street • NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Seal Beach, CA 90740 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) © ACORD CORPORATION 1988 • • MACIGIN -01 ACORD,M CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/5/2009 PRODUCER Commercial Lines - (916) 231 -1741 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wells Fargo of Califomia Insurance Services Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 11017 Cobblerock Dnve, Suite 100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Rancho Cordova, CA 95670 -6049 INSURERS AFFORDING COVERAGE NAIC # INSURED Macias Gini & O'Connell LLP INSURER A Amencan Automobile Insurance Company 21849 Macias Consulting Group & Macias Gini Investments INSURER B Cypress Insurance Company 10855 INSURER C Moreland Temporary Services, 2a division of MGOCPA INSURER D 3000 S St Ste 300, Sacramento, CA 95816 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRL DATE IMM /DD/YYI DATE IMM/DD/YY) A GENERAL LIABILITY AZC80825971 04/30/2009 04/30/2010 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,000,000 PRFMISES (Ea occurrence) J CLAIMS MADE © OCCUR MED EXP (Any one person) $ 10,000 _ PERSONAL & ADV INJURY — $ 2,000,000 — _ GENERAL AGGREGATE — $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 4,000,000 — 71 POLICY n E r n LOC A AUTOMOBILE LIABILITY AZC80825971 04/30/2009 04/30/2010 COMBINED SINGLE LIMIT _ ANY AUTO (Ea accident) $ 2,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) _ — PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ — ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ A EXCESS /UMBRELLA LIABILITY AZC80825971 04/30/2009 04/30/2010 EACH OCCURRENCE $ 1,000,000 E OCCUR E CLAIMS MADE AGGREGATE _ $ 1,000,000 S _ DEDUCTIBLE _ $ _ u lX RETENTION $ $ B WORKERS COMPENSATION AND 3300055235 - 091 04/30/2009 04/30/2010 x I WC LIMIT I I OTH- EMPLOYERS' LIABILITY TnRY LIMITS ER ANY PROPRIETOR/PARTNER /EXECUTIVE E L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? E L DISEASE - EA EMPLOYEE $ 1,000,000 If yes, descnbe under SPECIAL PROVISIONS below E L DISEASE - POLICY LIMIT _ $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate holder is named additional insured per the attached AB 9189 08/07 form. CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non - Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL BBNOR)UO1MAIL 30 DSf/ DAYS WRITTEN City of Seal Beach NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, MIOCAUDOBILICOMEOODUUCK Attn: Robbeyn Bird I r • , . • . , 211 Eight St. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 517775 © ACORD CORPORATION 1988 This certificate replaces certificate# 515736 issued on 5/4/2009