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FD Audit of Recycling & Resource Recovery Association AmendmentAMENDED AGREEMENT FOR PROFESSIONAL SERVICES FOR AUDIT OF MARIN RECYCLING & RESOURCE RECOVERY ASSOCIATION On December 21, 2015 the CITY OF SAN RAFAEL (hereinafter "CITY"), and Maher Accountancy, a corporation (hereinafter "CONTRACTOR") entered into an Agreement for Professional Services for an Audit of Marin Recycling and Resource Recovery Association (the "Agreement"). The CITY and the CONTRACTOR desire to amend the Agreement to extend the term under Section 5 to expire on April 29, 2016. All other terms and conditions of the Agreement shall remain unchanged. IN WITNESS WHEREOF, the parties have executed this Agreement as of the first day of March, 2016. CITY OF SAN RAF AEL JOSC TZ City Manager F.174O IM119 City Clerk I Name: J 1j,,A4Ar -V Title: Arcvc h� I.\U7Z8li/a17_�.ylEli IIQ9LTJ� City Attorney ', r AGREEMENT FOR PROFESSIONAL SERVICES FOR AUDIT OF MARIN RECYCLING & RESOURCE RECOVERY ASSOCIATION This Agreement is made and entered into this ,�)-/sf—j day of December, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Maher Accountancy, a corporation (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY's Amended Hazardous Waste Collection Program Agreement with Marin Recycling & Resource Recovery Association ("MRRRA") provides for a periodic audit of MRRRA's records related to its expenses, profit and revenues under the Agreement; and WHEREAS, CONTRACTOR has the expertise to perforni the required audit; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Enviromnental Management Coordinator is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. John W. Maher is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY withui ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide the audit services provided for in the Agreement with MRRRA, as more filly described in the CONTRACTOR's Proposal dated November 16, 2015, attached hereto as Exhibit "A", with a target completion date on or before January 29, 2016. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and cooperate with CONTRACTOR in conducting its audit services. 4. COMPENSATION. For the fiill performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a flat fee of $12,500.00. Payment will be made upon receipt of an invoice submitted to PROJECT MANAGER by CONTRACTOR following delivery to PROJECT MANAGER of the report specified in Exhibit «A» TERM OF AGREEMENT. The term of this Agreement shall be for a period conmmencing on the execution of this Agreement and ending on February 29, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for am additional period of sixty (60) days. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) clays written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) clays written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct (lie cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Rehu•n of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS,. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its perforniance of its duties under this Agreement. CONTRACTOR shall hilly cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal 'injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($1,000,000) per occurrence/four million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary. to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: I . Except for professional liability insurance, (lie insurance policies shall be specifically endorsed to nnclude (lie CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their test or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, tenninate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreennent, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination] of primary and Umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a nanned insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified munini um insurance coverage requirennents and/or limits shall be available to CiTY or any other additional insured party. Furthermore, the requirements for coverage and linnits shall be: (1) the mininnum coverage and linnits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and S1R's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce (lie limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CiTY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guarwnteeing payment of losses and related investigations, clainns administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the conunercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a fiill certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to forin and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indenumification obligation shall be reduced in proportion to the City Indemmnitees' share of liability for (lie active negligence or willful misconduct. In addition, the acceptance or aPproval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemmnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S perfornmance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indeuumitees or at CITY'S option reimburse the City Indemmnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the Fullest extent permitted by law, indenumify, release, defend and hold harmless the Cit' Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemmnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the fill period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sea, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties untended to be notified. Notice shall be deemed given as of (lie date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: Courtney Scott City of San Rafael Fire Department 1039 C Street San Rafael, CA 94915-1560 John W. Malier Maher Accountancy 1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to thus Agreement. D. The terms and conditions of thus Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and lire terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of Us Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct frorn any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terns and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (Including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES.. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 1N WITNESS WHEREOF, the parties have executed this Agreement as of (lie day, nnonth and year first above written. CITY OF SAN RAFAEL { ,iIli SC UTZ, City Vlai ger ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, `City Attorney CONTRACTOR 1 � Alaine: John 4VMail Title: President 1 A 11 F R A C: C O U 1\! TA iV C Y 1101 HFI H AVENUE • SUITE 200 • SAN IUFAEL, CA 94901 November 16, 2015 .Jim Schutz, City (Manager Cite of San Rafael 1400 Fifth Avenue, Room 203 San Rafael, California, 94901 Dear Nlr. Schutz: This letter is to document our understanding of the services \•Iaher Accountancy is to provide to San Rafael Fire Department regarding its contract with 11-larin Recycling & Resource Recovery Association (INUMA) dated JanuaLy 26, 2012. Our objective will be to provide assurance as to the accuracy of invoices presented by testing transactions supporting invoices presented by D'IIZRRA for the period of July 1, 2012 through June 30, 2015. Our services will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants. It is anticipated that our tests will include the following: Personnel costs a. Gain an understanding of the payroll and employee bet dit system for MRRRA b. Select a sample of payroll transactions and: i. Inspect tinle card and recalculate gross pay ii. Agree employee name to list of program employees iii. Verify that no overtime costs are charged to the program iv. Trace to evidence of paynnent c. Inspect evidence of cost of health insurance d. Perform analytical procedures to validate the cost of payroll taxes e. Inspect evidence in support of charges for retirement benefits 2. Direct expenses a. Gain an understanding of procedures that ensure only appropriate expenditures are charged to the program. b. Select a sample of direct expenditures and i. Trace to supporting vendor invoice and verify 1. Amount 2. Program relationship 3. Appropriateness of classification 4. evidence of authorization 5. Evidence of payment TEL 415.459.1249 FAX 415..159.5406 WEB animunaberepaxom E�,xkibi -� A Jun Schutz, City Manager November 16, 2015 Page 2 00, r - F:-- �)) 3. Allocated Administration costs: a. Make inquiry and obtain documentation about sources of data and method of allocating costs. b. Test mathematical accuracy of computations. c. Consider reasonableness of methodology and result. Program revenues: a. Gain an understanding of the procedures in place to ensure that all program related revenue is included in invoices. b. Confirm BLIP revenue (as defined in the contract) NAth County. c. Develop and perform analytical procedures to gain assurance that revenues from Small Quantity Generators arc reasonable. Our report will specify the actual procedures performed and will indicate significant findings made. Such report will not express an opinion on the fairness of any financial statements. The report -,All be intended solely for use of management of San Rafael lire Department, MRRRA and Marin County Hazardous and Solid Waste Management JPA and should be used only by those who have agreed to the procedures and have taken responsibility for the sufficiency of the procedures for their purposes. Our tee for the above services will be $12,500 under the assumption that documentation is maintained in an orderly and accessible manner. Should we encounter circumstances which we believe require additional time as the result of poor condition of records or if our procedures indicate issue for winch we believe additional testing is warranted, we will notify you prior to performing such additional services. Please indicate your approval of these terms by signing this letter in the space provided and returning it as the authority to begin our services. very'6111j'yours, IAQr Maher Accquiitalncy\` Jolie -\��_ l�iaticr, CPA �.• `•t President ti APPROVED: In Date: F xh► bi-- A PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval ,n necessary (as defined by City Attorney/City t C� Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. 3I2_1 ro 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original �, agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Courtney Scott Project Name: Amended PSA -Audit of MRRRA (Term extended to expire on Agendized for City Council Meeting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.