CC - Item 5B - Approval Of Professional Services Agreement With Munifinancial For SB 90 State Mandated Program Claims ServicesTO: HONORABLE MAYOR
AND MEMBERS
ROSEMEAD CITY COUNCIL
FROM: BILL CRCITY MANAGER
DATE: OCTOBER 22, 2002
RE: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH
MUNIFINANCIAL FOR SB 90 STATE MANDATED PROGRAM
CLAIMS SERVICES
MuniFinancial has submitted a professional services agreement to provide claims
reimbursement services for SB 90 program related costs. Government Code Section
§ 17561 provides for the reimbursement of state mandated costs for programs and services
the City is required by the state to deliver. Estimated claims for costs subject to
reimbursement must be annually filed with the State Controller's Office.
In the past, the City did not aggressively pursue SB 90 claims reimbursements, as the
anticipated return was believed to be minimal and staff resources were not available to
devote to the project.
The proposed contract with MuniFinancial is contingent fee based and applies only to
r reimbursed monies actually received from the state resulting from MuniFinancial's
efforts.
Approve agreement for professional services with MuniFinancial.
COUNCIL AGE11',1,DA,
OCT 2 2 2002
ITEM N0.
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this _ day of , 20~ by
and between MuniFinancial, a corporation, and the City of Rosemead, hereinafter referred to as Client.
WHEREAS, Client desires to employ MuniFinancial to furnish ongoing professional services in
connection with Mandated Cost Claims, hereinafter referred to as the "Project."
NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein
contained, the parties agree as follows:
1. SERVICES. MuniFinancial shall provide Client the services described in Exhibit "A," Scope of
Services, attached hereto and incorporated herein by this reference.
2. ADDITIONAL SERVICES. If authorized, MuniFinancial shall furnish additional services. As
additional services are requested by Client, this Agreement may be modified written amendment executed
by both parties, setting forth the additional scope of services to be performed, the performance time
schedule, and the compensation for such services.
3. COMPENSATION. MuniFinancial shall be compensated for services rendered under Section 1
in accordance with the terms and conditions indicated in Exhibit "B", Compensation. It is intended that
payments to MuniFinancial will be made by Client Within 10 days of invoice. All invoices not paid within
30 days shall bear interest at the lesser of the rate of 1 1/2% per month or the then legal rate allowed.
4. INDEMNITY; INSURANCE REQUIRED.
A. Indemnity. MuniFinancial shall indemnify and hold harmless Client, its officers, officials,
directors, employees, designated agents, and appointed volunteers from and against all claims, damages,
losses and expenses, including attorney fees, arising out of the performance of the services described herein,
caused i n w hole o r i n p art b y t he n egligent a cts, a rrors o r o missions of MuniFinancial and its officers,
agents, employees, subconsultants, except where caused by the active negligence, sole negligence or willful
misconduct of Client or Client's officers, agents or employees.
B. Insurance. Without in any way limiting MuniFinancial's liability pursuant to the
indemnification described above, MuniFinancial shall maintain, during the term of this contract, the
following insurance:
General Liability
Comprehensive General Liability,
including:
Premises and Operations
Contractual Liability
Personal-Injury Liability
Independent Contractors
Liability (if applicable)
$1,000,000 Combined Single Limit, per
occurrence and general aggregate
Automobile. Liability
Comprehensive Automobile
Liability, (including, owned,
non-owned and hired autos)
City of Rosemead
$1,000,000 Combined Single Limit, per
occurrence
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Workers' Compensation and
EmplnyrZ- Liability
Workers' Compensation Insurance
Employer's Liability
Professional l .mobility
Professional Liability Insurance
Statutory, $1,000,000
$1,000,000 per claim and annual aggregate
5. INDEPENDENT CONTRACTOR STATUS. MuniFinancial shall be an independent contractor
and shall have responsibility for and control over the details and means of providing the services under this
Agreement.
6. OWNERSHIP AND MAINTENANCE OF DOCUMENT'S. MuniFinancial may rely upon the
accuracy of any documents provided to MuniFinancial by Client. All documents including without
limitation, reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates,
schedules, spreadsheets, or other documents furnished by Client to MuniFinancial pursuant to this
Agreement, is, and shall remain the property of Client. All final documents prepared by MuniFinancial
shall, upon payment to MuniFinancial, become the property of Client. These documents are not intended
nor represented to be suitable for reuse by Client or any others on extensions of this Project or on any other
project. Any reuse without specific written verification and adoption by MuniFinancial for the specific
purposes intended will be at user's sole risk. Client agrees to save, keep, and hold harmless MuniFinancial
from all damages, costs or expenses in law and equity including costs of suit and attorneys fees resulting
from such unauthorized reuse. Client further agrees to compensate MuniFinancial for any time spent or
expenses incurred by MuniFinancial in defense of any such claim, in accordance with MuniFinancial's
prevailing fee schedule.
Client acknowledges that its right to utilize the services and instruments of services of
MuniFinancial will continue only so long as Client is not in default of the terms and conditions of this
agreement and Client has performed all obligations under this agreement. Client further acknowledges that
MuniFinancial has the unrestricted right to use the services provided pursuant to this agreement as well as
all instruments of service provide pursuant to this agreement.
Client agrees not to use or permit any other person to use any instruments of service prepared by
MuniFinancial, which are not final or which are not signed by MuniFinancial.
MuniFinancial's records, documents, calculations, test information, and all other instruments of
service shall be kept on file in legible form for a period of not less than two years after completion of the
services covered in this Agreement.
7. SUSPENSION OF SERVICES. Client may, at any time, upon thirty (30) days written notice,
suspend further performance by MuniFinancial. All suspensions shall extend the time schedule for
performance in a mutually satisfactory manner and MuniFinancial shall be paid for all services performed
and reimbursable expenses incurred prior to the suspensions date.
8. TERMINATION. Either party may terminate this Agreement at any time by giving thirty (30)
days written notice to the other party of such termination. If this Agreement is terminated as provided
herein, MuniFinancial will be paid an amount which bears the same ratio to the total compensation as the
services actually performed bears to the total services of MuniFinancial covered by this Agreement, less
payments of compensation previously made.
City of Rosemead
G:contract/FCS/Financial and economic consul Ling 10-02
7
9. COMPLIANCE WITH LAW. Each party hereto will use reasonable care to comply with
applicable laws in effect at the time the services are performed hereunder which to the best of their
knowledge, information and belief apply to their respective obligations under this Agreement.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the successors and
assigns of the parties, but it shall not be assigned by either party without written consent of the other party.
11. ATTORNEYS FEES. In the event that any judgment is entered in any action upon this
Agreement, the party hereto against whom such judgment is rendered agrees to pay the amount equal to the
reasonable attorneys fees of the prevailing party in such action and that such amount may be added to and
made a part of such judgment.
12. ALTERNATIVE DISPUTE RESOLUTION. If a dispute arises between the parties relating to
this Agreement, the parties agree to use the following procedure prior to either party pursuing other
available remedies:
(a) A meeting shall be held promptly between the parties, attended by individuals with decision-
making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.
(b) If, within 30 days after such meeting, the parties have not succeeded in negotiating a resolution
of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the
parties (the "neutral"), seeking assistance in such regard if they have been unable to agree upon such
appointment within 40 days from the initial meeting. The fees of the neutral shall be shared equally by the
parties.
(c) In consultation with the neutral, the parties will select or devise an alternative dispute resolution
procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place for the ADR to
be held, with the neutral making the decision as to the procedure, and/or place and time (but unless
circumstances require otherwise, not later than 60 days after selection of the neutral) if the parties have been
unable to agree on any of such matters within 20 days after initial consultation with the neutral.
(d) The parties agree to participate in good faith in the ADR to its conclusion as designated by the
neutral. If the parties are not successful in resolving the dispute through the ADR, then the parties may
agree to submit the matter to binding arbitration or a private adjudicator, or either party may seek an
adjudicated resolution through the appropriate court.
13. RECORDS. Records of MuniFinancial's direct labor costs, payroll costs, and reimbursable
expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized
accounting basis and made available during normal business hours upon reasonable notice.
MuniFinancial's records will be available for examination and audit if and as required.
14. MISCELLANEOUS PROVISIONS. This Agreement is subject to the following special
provisions:
A. The titles used in this Agreement are for general reference only and are not a part of the
Agreement.
B. This Agreement shall be interpreted as though prepared by both parties.
C. Any provision of this Agreement held to violate any law shall be deemed void, and all
remaining provisions shall continue in full force and effect.
City of Rosemead
G:coutraCt1FCS1financ1al and economic consulting 10-02
D. This Agreement shall be interpreted under the laws of the State of California.
E. This Agreement comprises a final and complete repository of the understandings between
the parties and supersedes all prior or contemporary communications, representations or
agreements, whether oral or written, relating to the subject matter of this Agreement.
F. Any notices given pursuant to this agreement shall be effective on the third business day
after posting by first class mail, postage prepaid, to the address appearing immediately after the
signatures below.
G. MuniFinancial shall not be liable for damages resulting from the actions or inactions of
governmental agencies including, but not limited to, permit processing, environmental impact
reports, dedications, general plans and amendments thereto, zoning matters, annexations or
consolidations, use or conditional use permits, project or plan approvals, and building permits.
H. MuniFinancial's waiver of any term, condition, or covenant, or breach of any term,
condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term,
condition or covenant.
J. Client acknowledges that MuniFinancial is not responsible for the performance of services
by third parties, provided that said third parties have not been retained by MuniFinancial.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement
upon the terms, conditions and provisions above stated, the day and year first above written.
MuniFiin nciial
By: t"-.e N C~
*CLIENT NAME*
By:
(Signature)
Name: Michael McNamara--------------------- Name:
Title: Vice President----------------------------------
Address- 28765 Single Oak Drive„ Suite 700
Temecula, California 92590
(Type)
Title: _
Address:
City of Rosemead
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'd
EXHIBIT A
SCOPE OF SERVICES
In accordance with Government code Section 17561, eligible claimants may submit
claims to the State Controller's office for reimbursement of costs incurred for state mandated
cost programs. MuniFinancial will provide Client with the following services in connection
with the preparation and filing of claims for cost reimbursement pursuant to Government
Code Section 17561:
1. Client will provide MuniFinancial with all the documents, records and information
necessary to prepare claims in a timely manner. Based upon such information,
MuniFinancial will prepare claims for reimbursement for State-imposed deadlines, which fall
between July 1 and June 30. MuniFinancial will process such information in order to
complete the required claims.
2. MuniFinancial will provide Client with a copy of the claims, together with the supporting
documentation. The copy will be provided following the state imposed deadline for said
claims.
3. MuniFinancial will assist Client in the implementation of a monitoring and
documentation process for such claims.
4. MuniFinancial shall assist Client with filing the claims in accordance with applicable
laws, regulations and written guidelines, provided, however, that MuniFinancial does not
warrant the reimbursable nature of any particular claim.
City of Rosemead
G:contrac[/FCS/financial and economic consulting 10-02
EXHIBIT B
COMPENSATION
Client shall compensate Munifinancial, as follows:
The City agrees to pay the Consultant a contingent fee of 30% of the amount claimed and
paid. Payment shall be made from monies actually received from the State resulting from
the Consultant's efforts.
City of Rosemead
G:cmtrac[/FCS/financial and economic consul Cinq 10-02