MAYOR AND MEMBERS OF THE CITY COUNCIL
DATE: JULY 16, 2002
SERVICES AGREEMENT WITH COST RECOVERY SYSTEMS, INC.
Kathryn Downs, Accounting Manager
Authorize the Mayor
and City Clerk to execute the attached Professional Services Agreement
with Cost Recovery Systems, Inc. for the preparation of the Cityís eligible
state mandated cost reimbursement claims with the State of California
for an amount not to exceed $7,250.
BACKGROUND AND ANALYSIS:
Cost Recovery Systems,
Inc. ("CRS") provides financial services to cities throughout
the State of California. The firm specializes in securing reimbursement
of state-mandated costs for California cities. Staff has utilized the
services of CRS to prepare claims to the State for costs from FY1997-1998
forward. To date, the City has received a total of $155,588 from this
program over three years. In the coming months staff expects to receive
an additional $19,000 in reimbursements associated with FY 2000-2001 and
Staff estimates the
City will be eligible to receive reimbursements totaling approximately
$40,000 from the State of California for certain FY 2002-2003 state-mandated
costs. Although the state is required to reimburse local agencies for
mandated costs, receipt of these reimbursements will likely be spread
over three fiscal years due to the current state budget crisis. Postponed
payments from the state will include interest. Sources for reimbursements
from state-mandated program costs include:
- The cost of assessing
regional housing needs;
- The cost of absentee
- The cost of providing
investment reports to the City Council and the public; and
- The cost of agenda
preparation in accordance with the Open Meetings Act.
The selection of Cost
Recovery Systems, Inc. is exempt from the Cityís "open market (bid)
procedure" in accordance with section 2.44.060 of the Cityís Municipal
Code. Municipal Code Section 2.44.060, Exception to Bid Procedures, enables
the City Manager to select a financial advisor without following the established
bid procedures. We have provided a copy of the Agreement to be executed
by CRS and the City in the event the City Council authorizes the Mayor
to sign it.
It is estimated the
City will receive approximately $40,000 as reimbursement to the General
fund of the City from the State of California for claims related to FY
2002-2003. The consulting fee charged by CRS will not exceed $7,250 and
will be entirely reimbursed to the City by the State of California.
Dennis McLean, Finance
Les Evans, City Manager
AGREEMENT is made and entered into this ___ day of _____________, 2002,
by and between CITY OF RANCHO PALOS VERDES hereinafter referred to as
"CITY" and Cost Recovery Systems, Inc., 705-2 East Bidwell Street, Suite
294, Folsom, CA, 95630, hereafter referred to as "CONSULTANT".
CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
Project is described as follows:
preparation of eligible State Mandate Reimbursement claims ("Eligible
Claims") as defined in Attachment A-2 of this Agreement.
shall conduct necessary services and timely prepare the Eligible Claims
for State Mandate Reimbursement included in Attachment A-2 to this Agreement.
Necessary services include, but are not limited to, conducting interviews
with staff of CITY, collecting necessary data and information and the
correct preparation of the Eligible Claims. Eligible Claims shall be prepared
based upon proof of CITYís costs. Claims shall not be prepared in the
event they do not exceed $200.00. CONSULTANT reserves the right not to
prepare any Eligible Claims listed on Attachment A-2.
receipt of written notice to proceed from the CITY, CONSULTANT shall perform
with due diligence the services requested by the CITY and agreed to by
CONSULTANT. CONSULTANT shall not be responsible for delay, nor shall be
responsible for damages, or be in default or deemed to be in default,
by reason of strikes, lockouts, accidents, acts of God, or the failure
of CITY to furnish timely information or to approve or disapprove CONSULTANTíS
work promptly, or delay or faulty performance by CITY, or any other delays
beyond CONSULTANTíS control or without CONSULTANTíS fault. CITY and CONSULTANT
shall mutually establish deadlines for CITYís submission to the CONSULTANT
of the information necessary to prepare the Eligible Claims. Regardless,
CITY shall provide necessary information no less than three weeks prior
to the filing deadline for the Eligible Claims.
agrees to compensate CONSULTANT an amount not to exceed amount of $7,250
for the services described herein. CONSULTANT shall be responsible for
all of their own costs, including, but limited to travel, meals, lodging,
supplies and reproduction.
may request additional specified work under this agreement. All such work
must be authorized, in writing by the Finance Director, prior to commencement.
payments due CONSULTANT shall be paid to the address included above.
Terms of Compensation
agrees to pay all undisputed amounts within thirty (30) days of receipt
of any payment from the State of California resulting from the filing
of Eligible Claims prepared by CONSULTANT in accordance with this Agreement.
Such payment to the CONSULTANT shall be for the entire amount of each
payment received from the State of California until the total amount received
by CITY equals the FEE in accordance with Section 2.1(a). In no event
shall the Fee exceed the total amount claimed and filed or received for
Eligible Claims from the State of California.
CITY agrees to
notify CONSULTANT of any disputed amounts within ten (10) days of
the receipt of each payment from the State of California. However,
CITY's failure to timely notify CONSULTANT of a disputed amount shall
not be deemed a waiver of CITY's right to challenge such amount or
in the event CITY fails to pay any undisputed amounts due CONSULTANT
within forty-five (45) days after invoices are received, CITY agrees
that CONSULTANT shall have the right to consider said default a total
breach of this Agreement and be terminated by CONSULTANT without liability
to CONSULTANT upon ten (10) working days advance written notice.
INDEMNIFICATION AND INSURANCE
has represented to CITY that it is an expert in preparing the Eligible
Claims described in Attachment A-2 and shall exercise due professional
care accordingly. CONSULTANT will prepare the Eligible Claims based upon
information provided by the CITY and shall assume that all information
and materials provided by the CITY are correct and complete. CONSULTANT
shall not be liable for reductions, late penalties, loss of claim opportunities
and disallowanceís determined by the State of California, except for those
resulting from CONSULTANTíS willful misconduct or negligence.
will defend, indemnify and hold harmless CITY, its Boards and its
officers, employees and agents (collectively "CITY"), against any
claim, loss or liability that arises because of the sole or primary
negligence or willful misconduct of CONSULTANT, its agents, officers,
directors or employees, in performing any of the services under this
CITY will defend, indemnify and hold harmless CONSULTANT, its Boards and
its officers, employees and agents (collectively "CONSULTANT"), against
any claim, loss or liability that arises because of the sole or primary
negligence or willful misconduct of CITY, its agents, officers, directors
or employees, in performing any of the services under this Agreement.
shall at all times during the term of the Agreement carry, maintain, and
keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of One Million ($1,000,000.00)
Dollars for each occurrence and in the aggregate, combined single limit,
against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by CONSULTANT. Said policy or policies shall
be issued by an insurer admitted to do business in the State of California
and rated in Best's Insurance Guide with a rating of A VII or better.
agrees to maintain in force at all times during the performance of work
under this Agreement worker's compensation insurance as required by the
law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
Notice of Cancellation
insurance policies shall provide that the insurance coverage shall not
be canceled by the insurance carrier without thirty (30) days prior written
notice to CITY. CONSULTANT agrees that it will not cancel or reduce said
agrees that if it does not keep the aforesaid insurance in full force
and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY may take out the necessary
insurance and pay, at CONSULTANTíS expense, the premium thereon.
all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk a certificate of insurance showing that the
aforesaid policies are in effect in the required amounts. The comprehensive
general liability policy shall contain endorsements naming the CITY, its
officers, agents and employees as additional insured.
insurance provided by CONSULTANT shall be primary to any coverage available
to city. The insurance policies (other than workers' compensation and
professional liability) shall include provisions for waiver of subrogation.
OF THE AGREEMENT AND TERMINATION
term of this Agreement shall commence on July 1, 2002 and continue until
June 30, 2003. Notwithstanding the foregoing, either party shall have
the right to terminate this Agreement upon no less than 30 days' prior
written notice to the other party before the effective date of such termination.
may provide the CITY with written notice of a proposed increase of the
fee, provided such notice is given at least 90 days prior to the end of
the term of the Agreement. In the event the CONSULTANT provides such notice
of a proposed fee increase, the CITY shall provide written notice on or
before 15 days after the date of CONSULTANTíS notice of the proposed fee
increase of: (1) the CITYíS acceptance or rejection of the proposed fee;
or (2) notice of termination of the Agreement at the end of the term.
In the event the CITY provides notice of rejection of the proposed fee
and if CONSULTANT and the CITY are unable to reach an agreement of the
increase of the fee for the succeeding term, on or before 15 days after
the date of the CITYíS rejection of the proposed increase of the fee,
the Agreement will terminate at the end of the term. In the event the
CITY does not provide timely notice of rejection of the proposed fee or
notice of termination of the Agreement, the proposed increase of the fee
shall become effective on the first day of the succeeding term.
expiration or termination of this Agreement, the CITY shall remit any
and all undisputed amounts due and owing to CONSULTANT hereunder within
30 days of receipt of an itemized invoice from CONSULTANT for such amounts.
Termination of Agreement
Agreement may be terminated at any time, with or without cause, by either
party upon thirty (30) dayís prior written notice. Notice shall be deemed
served upon deposit in the United States Mail of a certified or registered
letter, postage prepaid, return receipt requested, addressed to the other
party, or upon personal service of such notice to the other party, at
the address set forth in Article 6.9.
the event of termination or cancellation of this Agreement by CONSULTANT
or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT
shall be paid compensation for all services performed by CONSULTANT, in
an amount to be determined as follows: for work done in accordance with
all of the terms and provisions of this Agreement, CONSULTANT shall be
paid an amount equal to the percentage of services performed prior to
the effective date of termination or cancellation in accordance with the
work items; provided, in no event shall the amount of money paid under
the foregoing provisions of this paragraph exceed the amount which would
have been paid to CONSULTANT for the full performance of the services
described in Article 2.1.
Ownership of Documents and Work Product
documents prepared by CONSULTANT pursuant to this Agreement are work product
and shall be deemed the property of the CONSULTANT. Such work product
shall be available for inspection at any time, upon reasonable request
by the CITY. Computerized claim forms and other proprietary software and
materials that are the sole ownership of the CONSULTANT shall not be used
by or distributed in any way by the CITY. The CONSULTANT shall provide
the CITY with copies of all claims prepared or filed on behalf of the
CITY representative shall be designated by the City Manager and a CONSULTANT
representative shall be designated by CONSULTANT as the primary contact
person for each party regarding performance of this Agreement. Upon request,
CONSULTANT shall represent the CITY in the event of any inquiries, examinations
or audits of the Eligible Claims prepared by the CONSULTANT and filed
by the CITY.
Fair Employment Practices/Equal Opportunity Acts
the performance of this Agreement, CONSULTANT shall comply with all applicable
provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48) and the applicable equal employment
provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the
Americans with Disabilities Act of 1992 (42 U.S.C. ß 11200, et seq.).
represents that it has, or shall secure at its own expense, all personnel
required to perform CONSULTANTíS services under this Agreement. CONSULTANT
may associate with or employ associates or subconsultants in the performance
of its services under this Agreement, but at all times shall be responsible
for their services.
either party to this Agreement bring legal action against the other, the
case shall be brought in a court of competent jurisdiction in Los Angeles
County, California. Subject to the limitation provided in Section 3.1
of this Agreement, the party prevailing in such action shall be entitled
to recover its costs of litigation, including reasonable attorneys' fee
which shall be fixed by the judge hearing the case and such fee shall
be included in the judgment.
Agreement shall not be assignable by either party without the prior written
consent of the other party.
the above, CONSULTANT may use the services of persons and entities not
in CONSULTANTíS direct employ, when it is appropriate and customary to
is and shall at all times remain, as to the CITY, a wholly independent
contractor. Neither the CITY nor any of its agents shall have control
over the conduct of CONSULTANT or any of the CONSULTANTíS employees, except
as herein set forth. CONSULTANT expressly warrants not to, at any time
or in any manner, represent that it, or any of its agents, servants or
employees, are in any manner agents, servants or employees of CITY, it
being distinctly understood that CONSULTANT is, and shall at all times
remain to CITY, a wholly independent contractor and CONSULTANTíS obligations
to CITY are solely such as are prescribed by this Agreement.
titles used in this Agreement are for general reference only and are not
part of the Agreement.
Extent of Agreement
Agreement represents the entire and integrated Agreement between CITY
and CONSULTANT and supersedes all prior negotiations, representations
or agreements, either written or oral. This Agreement may be modified
or amended only by a subsequent written agreement signed by both parties.
notices pertaining to this Agreement shall be in writing and addressed
S. Chinn, President
Recovery Systems, Inc.
East Bidwell Street, Suite 294
McLean, Finance Director
of Rancho Palos Verdes
Palos Verdes, CA 90275
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Annette S. Chinn, PresidentCost Recovery Systems,
OF RANCHO PALOS VERDES