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HomeMy WebLinkAboutCC Resolution 7774 (MSS Rate Study)RESOLUTION N0. 7774 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT 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 TOUCHE ROSS FOR A RATE STUDY OF MARIN SANITARY SERVICE a copy of which is hereby attached and by this reference made a part hereof. Contract to be approved by City Attorney I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly intro- duced and adopted at a Regular meeting of the City Council of said City held on Mondav the 18th day of JiiIv , 19 88, by the following vote, to wit: AYES: COUNCILMEMBERS:Boro, Breiner, Frugoli, Thayer & Mayro Mulryan NOES: COUNCILMEMBERS:None ABSENT: COUNCILMEMBERS:None ORIGIiiAL' J1V NE M. LEONCINI, City Clerk 7Tz11- AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF SAN RAFAEL AND TOUCHE ROSS & CO. THIS AGREEMENT is made and entered into this eleventh day of August, 1988, by and between the CITY OF SAN RAFAEL, a municipal corporation (hereinafter "CITY"), and TOUCHE ROSS & CO., a partnership (Hereinafter "CONSULTANT"). RECITALS The purpose for which this AGREEMENT is made, and all pertinent recitals, are contained in EXHIBIT A, entitled "Proposal to Review Costs and Recommend Rates for Franchised Solid Waste Operations", attached hereto and incorporated herein. THE PARTIES HEREBY AGREE AS FOLLOWS: SECTION 1. SCOPE OF SERVICES CONSULTANT shall perform those services specified in detail in EXHIBIT A, in section entitled "Regulatory Rate Setting Procedures", which is attached hereto and incorporated herein. SECTION 2. TERM OF AGREEMENT. The term of this AGREEMENT shall be from August 11, 1988, to November 30, 1989, inclusive, subject to the provisions of SECTION 10 of this AGREEMENT. -'- COPY SECTION 3. COMPENSATION. The compensation to be paid to CONSULTANT, including both payment for professional services and reimbursable expenses, shall not exceed Forty Seven Thousand and No/100 Dollars ($47,000.00). SECTION 4. METHOD OF PAYMENT. Each month, CONSULTANT shall furnish to the CITY a statement of the work performed for compensation during the preceding month or other period if longer. Reimbursable expenses shall be billed to the CITY at standardized rates endemic to the CONSULTANT based on CONSULTANT's internal accounting system. A description of said rates and the algorithms used by said CONSULTANT during the term of this AGREEMENT shall be provided to the CITY upon written demand by the CITY's Director of Finance. Said description of rates shall be provided to the CITY within thirty days of the date of mailing of the written demand. It is understood that billings are due and payable to the CONSULTANT upon receipt. SECTION 5. INDEPENDENT CONTRACTOR. It is understood and agreed that CONSULTANT, in the performance of the work and services agreed to the performed by CONSULTANT, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. —2— SEC'T'ION 6. ASSIGNABILITY. The parties agree that the expertise and experience of CONSULTANT are material considerations for this AGREEMENT. CONSULTANT shall not assign or transfer any interest in this AGREEMENT nor the performance of any of CONSULTANT's obligations hereunder, without the prior written consent of CITY, and any attempt by CONSULTANT to so assign this AGREEMENT or any rights, duties or obligations arising hereunder shall be void and of no effect. SECTION 7. INDEMNIFICATION. CONSULTANT shall defend, indemnify and hold harmless CITY, its officers, employees and agents against any claim, loss or liability arising out of or resulting in any way from work performed under this AGREEMENT due to the willful or negligent acts (active or passive) or omissions by CONSULTANT's officers, employees or agents. The acceptance of said services and duties by CITY shall not operate as a waiver of such right of indemnification. SECTION 8. INSURANCE REQUIREMENTS. CONSULTANT agrees to have and maintain the policies set forth in EXHIBIT B, entitle "INSURANCE", which is attached hereto and incorporated herein. All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City of San Rafael as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. CONSULTANT agrees to provide CITY with a copy of said policies, certificates and/or endorsements before work commences under this AGREEMENT. — 3— SECTION 9. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed or national origin in connection with or related to the performance of this AGREEMENT. SECTION 10. TERMINATION. A. CITY shall have the right to terminate this AGREEMENT, without cause, by giving not less than seven (7) days' written notice of termination. B. If CONSULTANT fails to perform any of its material obligations under this AGREEMENT, in addition to all other remedies provided by law, CITY may terminate this AGREEMENT immediately upon written notice. C. CITY's Director of Finance is empowered to terminate this AGREEMENT on behalf of CITY. D. In the event of termination, CONSULTANT shall deliver to CITY copies of all reports, documents, and other work performed by CONSULTANT under this AGREEMENT, and upon receipt thereof, CITY shall pay CONSULTANT for services performed and reimbursable expenses incurred to the date of termination. SECTION 11. GOVERNING LAW. CITY and CONSULTANT agree that the law governing this AGREEMENT shall be that of the State of California. SECTION 12. COMPLIANCE WITH LAWS. CONSULTANT shall comply with all applicable laws, ordinances, codes and regulation of the federal, state and local governments. —4— SECTION 13. CONFIDENTIAL INFORMATION. All data, documents, discussions or other information developed or received by or for CONSULTANT in performance of the AGREEMENT are confidential and not to be disclosed to any person except as authorized by CITY or as required by law. SECTION 14. OWNERSHIP OF MATERIALS. All reports, documents or other materials developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. SECTION 15. WAIVER. CONSULTANT agrees that waiver by CITY of any breach or violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. This acceptance by CITY of the performance of any work or services by CONSULTANT shall not be deemed to be a waiver of any term or condition of the AGREEMENT. — 5— SECTION 16. CONSULTANT'S BOOKS AND RECORDS. A. CONSULTANT shall maintain any and all ledgers, books of account, invoices, vouchers, cancelled check, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT pursuant to this AGREEMENT. B. CONSULTANT shall maintain all documents and records which demonstrate performance under this AGREEMENT for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this AGREEMENT. C. Any records or documents required to be maintained pursuant to this AGREEMENT shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any these officers. Copies of such documents shall be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONSULTANT's address indicated for receipt of notices in this AGREEMENT. D. Where CITY has reason to belive that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONSULTANT's business, CITY may, by written request by any of the above- named officers, require that custody of the record be given to CITY and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONSULTANT, CONSULTANT's representatives, or CONSULTANT's successor -in -interest. SECTION 17. CONFLICT OF INTEREST. CONSULTANT shall avoid all conflict of interest or appearance of conflict of interest in performance of this AGREEMENT. SECTION 18. NOTICES. All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follow: To CITY: RANDY COLEMAN Finance Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915 To CONSULTANT: GARY N. BRAYTON Touche Ross & Co. 1 Maritime Plaza, #1900 San Francisco, CA 94111-3581 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail. SECTION 19. PRIOR AGREEMENTS AND AMENDMENTS. This AGREEMENT, including all exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may only be modified by written amendment duly executed by the parties to this AGREEMENT. — 7— WITNESS THE EXECUTION HEREOF on the day and year first hereinabove written. "CITY" APPROVED AS TO O CITY OF SAN RAFAEL, a municipal corporation CITY ATT N Y OF SAN R A ATTEST: Mayor of San Rafael City Clerk of San Rafael 1400 Fifth Avenue San Rafael, CA 94915 "CONSULTANT" TC aartnership 1 Maritime Plaza, #1900 San Francisco, CA 94111-3581 Telephone : (415) 781-9570 EXHIBIT B INSURANCE CONSULTANT shall obtain and maintain, at CONSULTANT's sole cost and expense, for the term of this AGREEMENT and any extension thereof a Worker's Compensation and Employers' Liability insurance policy, written in accordance with the law of the State of California, covering any and all employees of CONSULTANT. This policy shall provide for One Hundred Thousand Dollars ($100,000.00) Employers' Liability coverage. The policy shall contain the following endorsement: "Thirty (30) days prior written notice of cancellation shall be given to the City of San Rafael in the event of cancellation, reduction, or nonrenewal for whatever cause." Such notice shall be sent to Risk Manager, City of San Rafael, 1400 Fifth Avenue, San Rafael, CA 94915. A Certificate of Insurance evidencing at least the above stated minimum coverage shall be provided to CITY of CONSULTANT's insurance carrier. A copy of the required endorsement shall be attached to the Certificate of Insurance. This proof of insurance shall be provided to CITY prior to the commencement of any work or services under this AGREEMENT by submitting the prof of insurance to: Risk Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915