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HomeMy WebLinkAboutCC Resolution 10295 (Claims Processing)RESOLUTION NO. 10295 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE EXECUTION OF A RENEWAL OF AN AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND DAVID M. GRIFFITH & ASSOCIATES FOR PROCESSING CLAIMS FOR MANDATED COST REIMBURSEMENT The City Council of the City of San Rafael resolves as follows: The Mayor and City Clerk are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with (DMG) David M. Griffith & Associates for Processina Claims for Mandated Costs (July 1. 1998 throuah June 30. 1999) , a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a reaular meeting of the City Council of said City held on Mondav the 17th day of Auaust, 1998, by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen JE NE M. LE NC NI, City Clerk 10 U 1 .10 AGREEMENT With David M. Griffith & Associates, Ltd. For Processing Mandated Costs This Agreement is made and entered into this 17th day of AUGUST, 1998 by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and David M. Griffith & Associates. Ltd. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CONTRACTOR has the experience and knowledge to process municipal claims to the State for mandated cost reimbursement; and, WHEREAS, the City desires to retain the services of CONTRACTOR to process City's claims to the State for mandated cost reimbursement; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Director of Administration Services 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. Allan P. Burdick 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 (IO) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit " A " attached and incorporated herein. 3. DUTIES OF CITY. CITY shall perform the duties as described in Exhibit A attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "A" attached and incorporated herein. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR following submission of claims to the State Controller as described on Exhibit "A". 5. TERM OF AGREEMENT. The term of this Agreement shall be from the date of execution of this Agreement until the CONTRACTOR has completed the services described herein. 6. TERMINATION. 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 without cause upon ten (10) 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 notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. 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 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. 2 8. 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 performance of its duties under this Agreement. CONTRACTOR shall fully 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. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive 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 one million ($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 one million $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY Is insurance or coverage for any contribution; 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 be specifically endorsedto include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 3 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage- shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. 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 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. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT 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 bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 11. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIMINATION. 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. 4 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 intended to be notified. Notice shall be deemed given as of the 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: Kenneth A. Nordhoff Assistant City Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: Allan P. Burdick Vice President David M. Griffith & Associates 4320 Auburn Boulevard Suite 2000 Sacramento CA 95841 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 CM. 5 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 this Agreement. D. The terms and conditions of this 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 the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. 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. 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 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. 21. APPLICABLE LAW. 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. CITY OF SAN RAFAEL �91 Mayor / ATTEST: Ci 1 re k APPRO AS ti� Attorney 7 CONTRACTOR Name: Ntl i4 IQ 94fP, �) 4 -- Title: Contract Number : F98-143 Exhibit A Agreement to Provide Mandated Cost Claiming Services THIS AGREEMENT, entered into this 17th day of AUGUST , 1998 and effective immediately by and between David M. Griffith & Associates, Ltd. (hereinafter "Consultant") and the City of San Rafael (hereinafter "City"), WHEREAS, Article 3DIB of the California State Constitution provides that cities may recover costs associated with carrying out programs mandated by the State of California, WHEREAS, the City desires to obtain maximum reimbursement for costs incurred in carrying out State mandated programs, and has determined that engaging the Consultant to assist in the mandated cost claim preparation process is the most economical and cost effective means for preparing the City's state mandated cost claims; and WHEREAS, the Consultant is staffed with personnel knowledgeable and experienced in determining the costs of governmental programs and in the submission of cost claims to the State of California, and WHEREAS, the City desires to engage the Consultant to assist in developing, submitting, and negotiating cost claims pertaining to state mandated programs. NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Scone of Services The Consultant shall prepare claims for reimbursable state mandated costs as provided herein. A. Annual State Mandated Cost Reimbursement Claims The Consultant shall prepare and file applicable actual annual state mandated cost reimbursement claims for the 1997-98 fiscal year and estimated claim(s) for the 1998-99 fiscal year. The fiscal year 1997-98 actual claims to be filed are claims that are included in the State Controller's Claiming Instructions that provide for timely filed claims to be submitted by November 30, 1998. B. All Other Claims for Which Claiming Instructions Are Issued in FY 1998-99 With the exception of the claims in Scope of Services I.A. above, the Consultant shall prepare, submit and file on the City's behalf, all other eligible actual and estimated state mandated cost reimbursement claims for which State Controller Claiming Instructions are issued in the 1998-99 fiscal year. City of San Rafael - I - August 10, 1998 Contract Number: F98-143 2. Consultant Claim Filing Reauirements The Consultant shall file these claims to the extent that appropriate documentation is available and verifiable and that claim amounts exceed $200 per claim. 3. Costs and Method of Compensation A. Scope of Services 1.A. - Annual State Mandated Cost Reimbursement Claims For the services provided pursuant to Scope of Services 1.A., the City agrees to pay the Consultant upon submission of the claims to the State Controller, a fixed fee of three thousand six hundred dollars ($3,600). The fixed fee shall be due upon receipt of Consultant's invoice following submission of such claim(s). B. Scope of Services 1.11. - All Other New Claims for Which Claiming Instructions are Issued in FY 1998-99 For the services provided pursuant to Scope of Services 1.B, the City agrees to pay the Consultant upon submission of the claims to the State Controller, a fixed fee of two thousand six hundred dollars ($2,600). The fixed fee shall be due upon receipt of Consultant's invoice following submission of such claim(s). 4. Services and Materials to be Furnished by the Citv The Consultant shall provide guidance to the City in determining the data required for claims submission. The Consultant shall assume all data so provided to be correct. The City further agrees to provide all specifically requested data, documentation and information to the Consultant in a timely manner. Consultant shall make its best effort to file claims in a timely manner pursuant to Scope of Services. Consultant shall not be liable for claims that cannot be filed as a result of inadequate data or data provided in an untimely manner. For purposes of this Agreement, data that is requested by the Consultant must be provided within three weeks of the request, or three weeks prior to the filing deadline, whichever would come first, to be deemed to have been received in a timely manner. It is the responsibility of the City to provide the Consultant with payment information upon receipt of disbursements from the State for any and all claims filed pursuant to this agreement. 5. Not Obligated to Third Parties The City shall not be obligated or liable hereunder to any party other than the Consultant. City of San Rafael - 2 - August 10, 1998 Contract Number: F98-143 6. Consultant Liability if Audited The Consultant will assume all financial and statistical information provided to the Consultant by City employees or representatives is accurate and complete. Any subsequent disallowance of funds paid to the City under the claims for whatever reason is the sole responsibility of the City. 7. Indirect Costs The cost claims to be submitted by the Consultant may consist of both direct and indirect costs. The Consultant may either utilize the ten percent (10%) indirect cost rate allowed by the State Controller or calculate a higher rate if City records support such a calculation. The Consultant by this Agreement is not required to prepare a central service cost allocation plan or departmental indirect cost rate proposals for the City. 8. Consultant Assistance if Audited If audited, the Consultant shall make workpapers and other records available to the State auditors. If requested by the City, the Consultant shall provide assistance to the City in defending claims at the desk audit level if an audit results in a disallowance of at least twenty percent (20%) or seven hundred fifty dollars ($750), whichever is greater. Reductions of less than twenty percent (20%) or seven hundred fifty dollars ($750) shall not be contested by the Consultant. Nothing in this section or any part of this Agreement shall be construed to include Incorrect Reduction Claims preparation. 9. Insurance Consultant shall acquire and maintain appropriate general liability insurance, workers' compensation insurance, automobile insurance, and professional liability insurance. 10. Changes The City may, from time to time, require changes in the scope of services of the Consultant to be performed hereunder. Such changes, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendment to this agreement. 11. Termination of Agreement If, through any cause, the Consultant shall fail to fulfill in a timely and proper manner its obligation under this agreement, the City shall thereupon have the right to terminate this agreement by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. City of San Rafael - 3 - August 10, 1998 Contract Number : F98-143 12. Citv Contact Person The City designates the following individual as contact person for this contract: Name: KENNETH A. NORDHOFF Telephone: (415) 485-3055 Title: ASSISTANT CITY MANAGER Fax: (415) 459-2242 CITY OF SAN RAFAEL Address: 1400 FIFTH AVENUE, P.O. BOX 151560, SAN RAFAEL, CA 94915-1560 OFFER IS MADE BY CONSULTANT OFFER IS ACCEPTED BY CITY By. / L� Allan P. Burdick, Vice President / C4/6 cial David M. Griffith & Associates, Ltd. ALBERT J. BORO, Mayor Date: August 10, 1998 Date: Auqust 17, 1998 ATTEST: JEA EOOi,p.�_�„ N , City Clerk City of San Rafael - 4 - August 10, 1998