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Fin SB 90 Claims Consulting Services 2015AGREEMENT FOR, PROVISION OF PROFESSIONAL CONSULTING SERVICES TO THE CITY OF SAN RAFAEL This Agreement is made and entered into this i%t day of I`ll, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Anita Kerersi, dba ak & company (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ the services of a CONTRACTOR to provide consulting services for the preparation and filing of mandated cost reimbursement ("SB 90" for the purposes of this Agreement) claims as the most cost effective and economical method of completing this process; and WHEREAS, the CONTRACTOR has knowledge and experience in completion of the data collection, preparation and submission of SB 90 claims to the State of California; and WHEREAS, the CONTRACTOR is willing to provide said consulting services to CITY pursuant to the terms and conditions expressed herein; NOW, THEREFORE, the parties hereby agree as follows: A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Finance Director 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. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Anita Kerersi 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 within ten (10) business days of the substitution. l I •' '� •11 CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "A" attached and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "B" attached and incorporated herein. Rs MUMIL11:01,11-Aft fill slow U-sellilwaimis Ill WRITTEN? M-1 11EVAIA11111M Payment will be made monthly upon receipt by PROJECT MANAGER of itemized rnvoices submitted by CONTRACTOR. The term of this Agreement shall commence upon the date first herein above written and shall continue through September 30, 2017. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement shall be extended for an additional period of 3 months. 'II��,,$ 0 A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the 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. Return of Documents. Upon termination, any and all CITY documents or materials jsre�*-,ared for or relatin to the fo—formance of its duties - 1 - - be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. This does not preclude CONTRACTOR from retaining a copy of documents for substantiation of reasonable business purposes. 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. This does not preclude CONTRACTOR from retaining a copy of documents for substantiation of reasonable business purposes. 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 performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 4/24/201' The parties agree that they shall not assign or transfer any interest in this Agreement 7 J-MEM7=0 LAWS1*1 III S ^&XV,111t;11L UJI L411JF1L—J1LS, LOAN obligations arising hereunder shall be void and of no effect. A. During the term of this Agreement, CONTRACTOR shall maintain, at ra, expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence 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 five hundred thousand ($500,000) dollars per 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 one million $1,000,000) dollars to cover any claims arising out of the CONTRACTOWs performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 10. A shall also meet the following requirements: I . The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. Except for professional liability insurance, the insurance policies shall 4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of Insurance evidencing the insurance coverage riaming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall nol cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to City's Risk Manager. 6. The insurance policies shall provide for a retroactive date of placemenj coinciding with the effective date of this Agreement. 4/24/�0]� 7. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and tther applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOWs insurance policies must be declared to and approved by the City's Risk Manager and the City Attorney. 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 boni guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. A. Except as provided in Paragraph B, CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONT RACTO R's officers, agents and employees in the performance of their duties and obligations under this Agreement, except with respect to any liability arising out of the sole, active negligence or willful misconduct of CITY. 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, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 0014,111 IN NORM, I rCLLLdL*1-K, -LI L I I -- U WIC0,1111 IN &JAICh A 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 noncomnliance or violatio-t, of a-tv lamw,-&�-ta-cces, codes or m,,gjW�*--cs-uifte 4/24/20]`:, State has issued clear and accurate Claiming Instructions for submission of State Mandated Reimbursement claims. 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. M11ME06104" All notices and other communications required or permitted to be given under Agreement, including any notice of change of address, shall be in writing and given b' personal delivery, or deposited with the United States Postal Service, postage preplat addressed to the parties intended to be notified. Notice shall be deemed given as of the date 1 personal delivery, or if mailed, upon the date of deposit with the United States Postal Servic Notice shall be given as follows: TO CITY: Mark Moses, Finance Director (Project Manager) City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Anita Kerersi, Principal (Project Director) ak & company 3531 Kersey Lane, Suite M Sacramento, CA 95864 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. 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 9> 4 /24 ;: 11(d 15 subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. 'Me terms and conditions of this Agreement shaH not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any cordlicts arise between the terms and conditions of this Agreement, anni the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. CONTRACTOR agrees that CITY may deduct from 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. I LS11 3 fl, I LVA M1 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 tenn, 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. The prevailing party in any action brought to enforce the terms 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. 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). The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. rITAUNNFIR.-YMM NANCY MACKtE,' City Manager EVU-15UP A41a-g ige4e,,.. - EST] If,, I C er CONTRACTO By: d ANITA KERE el 4 , " ,I :;, . �,, 0 1 li EXHIBIT A DUTIES OF CONTRACTOR AND COMPENSATION Annual, Amended or Late Claims — CONTRACTOR will perform in a professional manner the following services: a. By February 16, 2016, prepare and submit SB 90 Annual Claims to the State Controller's Office, according to the State Controller's FY 2014-2015 Annual Claiming Instructions. b. Prepare and submit amended or late SB 90 claims, as necessary, to the State Controller's Office. C. Schedule at least one site visit per year to discuss eligible programs with CITY's SB 90 Coordinator, and conduct meetings with individual departments affected by each reimbursable mandate program. d. Advise CITY OF State Controller's Office issues associated with any SB 90 clai prepared and submitted by CONTRACTOR. ri e. Advise CITY staff regarding reliable and defensible types of source documentation. f. Include both direct and indirect costs in SB 90 claims submitted by CONTRACTOR. CONTRACTOR may choose to use either the State Controller's Office ten percent (10%) indirect cost rate or to calculate a higher rate. 9- Establish a workable tinieframe and plan for data to be collected by staff and submitted to CONTRACTOR in order to submit the CITY' S claims prior to ths SCO deadli-ces. h. If necessary CITY financial records are available and delivered to CONTRACTOR in a timely manner, CONTRACTOR will collect relevant salary and expenditure data to prepare an Indirect Cost Rate Proposal (ICRP) for all CITY departments included in CITY's claims. If not provided in a timely manner, CONTRACTOR will use the SCO 10%. i. Complete all eligible claims and provide CITY with hard copies of the claims submitted. j. Deliver all signed claims to the State Controller's Office. k. Provide to CITY a copy of the Claims Transmittal signed by the State Controller's Office and acknowledging receipt of claims. If necessary, act as liaison with the State Controller's Office in Sacramento desk reviews. EXHIBIT A continued DUTIES OF CONTRACTOR AND COMPENSATION New Claims — CONTRACTOR will perform in a professional manner the following services: a. Prepare and submit SB 90 New Claims to the State Controller's Office, according to the State Controller's Office issuance of New Claiming Instructions. b. Advise CITY staff regarding reliable and defensible types of source documentation. Establish a workable timeframe and plan for data to be collected by staff and submitted to CONTRACTOR in order to submit the claims prior to the SCO deadlines. d. Include both direct and indirect costs in SB 90 claims submitted by CONTRACTOR. CONTRACTOR may choose to use either the State Controller's Office ten percent (10%) indirect cost rate or to calculate a higher rate. If necessary CITY financial records are available and delivered to CONTRACTOR in a timely manner, CONTRACTOR will collect relevant salary and expenditure data to prepare an Indirect Oct Rate Proposal (ICRP) for all CITY departments included in CITY'S claims. If not provided in a timely manner, CONTRACTOR will use the SCO 10%. f. Complete all eligible claims and provide CITY with hard copies of the claims submitted. g. Deliver all signed claims to the State Controller's Office. h. Provide to CITY a copy of the Claims Transmittal signed by the State Controller's Office and acknowledging receipt of claims. City shall pay CONTRACTOR A Fixed Fee in the amount of eight thousand dollars ($8,000), paid in two installments as follows: (1) the first installment of $4,000 shall be due and payable within 30 days of CITY's receipt of CONT CT 's invoice following execution of the Agreement, and (2) a second installment of $4,000 shall be due and payable within 30 days of CITY's receipt of C T CT 's invoice following CONT CT 's filing of the Annual Claims. 4/24/1`0'15 1W.V61-11-13"F9. CITY's duties in performance of this Agreement: a. Return executed Agreement by Friday, May 29, 2015. b. Coordinate all site visits, activities and work with CONTRACTOR to collect and obtain necessary records, data and documentation needed by CONTRACTOR to prepare and submit SB 90 claims to the State Controller's Office by the required deadlines. C. Provide CONTRACTOR -requested data either within three (3) weeks of the request or three (3) weeks prior to the filing deadline, whichever occurs first. Data not received within this timeframe will not be considered to be provided in a timely fashion. d. Ensure that Annual Claims complete data is provided in its entirety to CONTRACTOR no later than Friday, October 30, 2015. e. Return signed FAM -27 signature pages no later than five (5) working days before any filing deadline. 9. Ensure CONTRACTOR is paid within 30 days following CITY's receipt of an original invoice and acceptance by CITY of the materials, supplies and services provided by CONTRACTOR.