HomeMy WebLinkAboutContracts & Agreements_7-2013_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of financial consulting services(*'Agreement'*) is made
and entered in this 31st day of January, 2013 ("Effective Date"), by and between the City of
Redlands,a municipal corporation ("City)"and MV Cheng& Associates ("Consultant").City
and Consultant are sometimes individually referred to herein as a"Party"and,together,as the
**Parties.*' In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE I —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide financial consulting services for City relating
engages
to bank reconciliations (the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2—SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A,"entitled"Proposal,"which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of the Services.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tina Kundig, City's Finance Director, as City's representative with
respect to performance of the Services, and such person shalt have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner on
an as-needed basis established by City. The Services shall commence within four(4)
business days of the Effective Date of this Agreement.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
I
1:\ca\djm\Agreements\MV Cheng and Associates Professional Services Agreement.1.311 3).doc
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Five Thousand Dollars($5,000). City shall pay Consultant on a time and
materials basis up to the not to exceed amount, in accordance with Consultant's hourly
rates described in Exhibit"A."
5.1 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed,the dates the Services were performed, and the number of hours
spent and by whom.
5.2 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
City Consultant
Tina T.Kundig Misty V. Cheng
Finance Director 2021 Oakdale Street
P.O.Box 3005 Pasadena, CA 91107
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices
and payments are to be given by giving notice pursuant to this section 5.2.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty(30)days prior
written notice to City.
62 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California, with an insurance carrier acceptable to City as
described in Exhibit"B,"entitled"Workers' Compensation Insurance Certification."
which is attached hereto and incorporated herein by this reference.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars($1,000,000)per
occurrence and Two Million Dollars($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
2
1:1ca1djm\Agreements\MV Cheng and Associates Professional Services Agreement.13 1 13.doc
I.,
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.5 Consultant shall have business auto liability coverage, with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services,hired and non-owned
vehicles, and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by and negligent act, omission or failure to act by Consultant, its officers,employees and
agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of IaNvs;
(ii) the issuance, denial, suspension or revocation of City permits, licenses.
applications,certifications, approvals, orders or similar authorization or
entitlements;
(iii) authoring City to enter into, modiA,or renew a contract,
(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design,report, study or similar item:
(vi) adopting, or granting City approval of policies, standards or guideline's for
City or for any subdivision thereof.
1:\ca\djm\A,ore-ements\M. V Cheng and Associates Professional Services Agreement.1.311 Idoc
B. Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial
interests,Consultant shall complete and file a Fair Political Practices Commission Form
700, State of Economic Interests with the City Clerks' office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms,and conditions of this Agreement.
8.3 Project related documents, records, drawings, designs, cost estimates, electronic data
files,databases and any other documents developed by Consultant in connection with its
performance of the Services, and any copyright interest in such documents, shall become
the property of City and shall be delivered to City upon completion of the Services, or
upon the request of City. Any reuse of such documents, and any use of incomplete
documents, shall be at City's sole risk.
8.4 Consultant is for all purposes Linder this Agreement an independent contractor and shall
perform the Services as an independent contractor.Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees,except as herein
set forth.Consultant shall supply necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only,and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express by City for the account of, or on behalf of City.
Consultant shall have no authority,express or implied, to act on behalf of City in any
capacity whatsoever as an agent, nor shall Consultant have any authority, express or
implied, to bind City to any obligation.
M Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however this Agreement
may be terminated by City, in its sole discretion, by providing thirty(30)days prior
written notice to Consultant(delivered by certified mail, return receipt requested)of
City's intent to terminate. If this Agreement is terminated by City, an adjustment to
Consultant's compensation shall be made, but(1)no amount shall be allowed for
anticipated profit or unperformed Services, and (2)any payment due Consultant at the
time of termination may be adjusted to the extent of any additional costs to City
4
I:\ca\djmlAgreements\MV Cheng and Associates Professional Services Agreement.1.3113.doc
occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and,within five (5)
days of the date of the termination notice,deliver or otherwise make available to City,
copies(in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a 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. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein,and any prior negotiations,written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 In connection with this Agreement, Consultant may have access to or be exposed to
information of City that is not generally known to the public, such as information
pertaining to software, data, reporting, pricing, and trade secrets, which may be
designated as confidential or which, under the circumstances surrounding disclosure,
ought to be treated as confidential (collectively, "Confidential Information").
Confidential Information may not be shared with third parties unless such disclosure is to
Consultant's personnel, including employees, affiliates, agents, and subcontractors, on a
`,need-to-know"basis in connection with this Agreement, so long as such personnel have
agreed in writing to treat such Confidential Information under terms at least as restrictive
as those herein. Consultant agrees to take the necessary precautions to maintain the
confidentiality of City's Confidential Information by using at least the same degree of
care as such Party employs with respect to its own Confidential Information of a similar
nature,but in no case less than a commercially reasonable standard of care to maintain
confidentiality. The foregoing shall not apply to information that Consultant can show
through written records(1) was known by it before its receipt from City; (2) is or
becomes public knowledge through no fault of Consultant; or(3) is rightfully received by
z1_
Consultant from a third party without a duty of confidentiality. If Consultant is required
by a court or government agency to disclose Confidential Information,Consultant shall,
subject to any specific lawful restrictions, provide advance notice to City before making
such a disclosure. The obligations with respect to Confidential Information shall survive
any termination of the Agreement and continue for five(5)years from the date of
disclosure. All Confidential Information relating to City's technological and
5
1:1ca1djm\Agreements\MV Cheng and Associates Professional Services Agreement.1.3111doc
telecommunications systems that is provided by City to Consultant, or which Consultant
obtains as a result of the performance of its Services, shall be held strictly confidential by
Consultant and shall not be used for any purpose other than for Consultant's performance
of the Services under this Agreement . Consultant hereby acknowledges and agrees that
any disclosure or improper use by Consultant of Confidential Information could cause
City substantial damages, and also irreparable injury for which there is not an adequate
remedy at law. Therefore, in the event of any such action,City shall be entitled in
addition to all other remedies which it may have hereunder or at law or in equity,to a
temporary and/or permanent injunction with a decree for specific performance of the
terms hereof without being required to furnish a bond or other security. Jurisdiction in
any action for injunctive relief shall be a court of competent subject matter jurisdiction in
California,with venue in San Bernardino, California.
IN WITNESS WHEREOF, duly authorizes representative of the City and Consultant have
signed in confirmation of this Agreement.
CITY, I2 ANDS MV CHENG&ASSOCIATES
B By:
N. Enri e Ma i ez, City nager Misty V Cheng I
ATT
Sam Irwin,Crty berk
6
1:1ca\djm\-Agr,eements\MV Cheng and Associates Professional Services Agreement.1.3113.doc
Exhibit "A"
PROPOSAL
January 31,'013
Tina Kundig
City of Redlands
35 Cajon Street,Ste. 30
Redlands,CA 92373
Dear Ms. Kundig:
It was a pleasure speaking with you in regards to your bank reconciliation problem. Please accept this
letter as MV Cheng&Associates' proposal to your request for consulting services for the specific project
on the bank reconciliation problem.
My firm, MV Cheng&Associates, is operated under a sole proprietorship with my associates being sub-
contractors of my firm. Having over 16 years of experience in municipal auditing,accounting,and
finance in several cities,large and small, has allowed me to be able to lend my expertise as a finance
director to cities in need of financial help. I have served as Director of Finance and Director of Finance
and Administrative Services for several cities. Currently, I serve as the Finance Director/Controller for
the City of Wildomar and will be finishing up a long term 'contract as the Interim Director of Finance for
the City of Perris. In addition to the cities I serve personally, my sub-contractors have worked in several
cities on shorter term assignments ranging from Account Clerk to Senior Accountant, as well as serving
on a long term basis as contract staff. I also have sub-contractors available for Interim Finance Director
and Accounting Manager positions. Myself,as well as all of my sub-contractors are former employees of
municipal government agencies. We bring a wealth of knowledge and expertise to our city clients,with a
level of professionalism and understanding of the culture of the political and city office environments.
With respect to the bank reconciliation problem that you described,a seasoned, municipal accountant
performing bank reconciliations on a monthly and current basis would be the best assistance I can offer
the City. The rates are based on having to perform essentially a forensic audit/investigation of the bank
reconciliation to determine the cause for the discrepancies. Due to the nature of the assignment,the rates
are slightly higher than they normally would be for this type of work or position. Below are the rates for
each sub-contractor as well as myself,their availability and a brief synopsis of their experience. For a
more detailed description of each individual, please refer to the resumes attached.
• Misty V.Cheng-$1210 per hour(negotiable),available 2 days per week starting Feb. 11.
Currently, Finance Director of the City of Wildomar,City of Perris, hands on experience with
bank reconciliations,journal entries, familiar with positive pay
• Jim Raia-$80 per hour, available every Friday(has full time job as accountant in Perris), hands on
experience with bank reconciliations,journal entries for large city, had previously discovered
fraud and errors on bank statement, familiar with positive pay
• Manfred Endres-Vo per hour,available 3-5 days per week starting Feb. 6. Retired from
Maximus, former Asst. Auditor-Controller for the County of Plumas, previous hands on
experience with bank reconciliations,journal entries
• Stephen Compton-$70 per hour, available immediately, full time, and is a Redlands resident.
Former Finance Director for the City of Soledad, Indio,OMNITRANS, Ridgeerest
The City may choose to select any of the sub-contractors or myself. If a phone interview or face to face
interview is desired,the City may contact the individual directly. However, if a sub-contractor of MV
Cheng&Associates is chosen, then the contract would be with the City and Misty V.Cheng.
MV Cheng&Associates is a unique firm in that it employs only former city/special district employees to
work as sub-contractors in various cities on either a temporary/interim basis to long term contract staff.
We bring a wealth of municipal knowledge and expertise in financial accounting that only city employees
possess,yet we are consultants that can fill a void or bring change and improvement to a city's finance
department. Some of the sub-contractors are retired, some are in between full time positions. Should a
sub-contractor find a potential full-time position with the City,no additional fee would be charged to
convert the sub-contractor to be an employee of the City. The goal of MV Cheng&Associates is not to
make a huge profit;but to help cities with their needs in the finance department at competitive rates.
Thus, MV Cheng&Associates are Municipal Value Consultants!
Thank you for taking the time to consider my proposal for consulting services for the bank reconciliation
problem. Should you have any further questions, please do not hesitate to contact me at(925)963-9996
(no text)or email me at: mveheng@att.net
Sincerely,
Misty V. Cheng
EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM
FINANCIAL CONSULTING SERVICES
Every employer except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation in one or more insurer duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer
to be insured against liability for Workers' Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work of this Agreement. (Labor Code §1861).
MV CHENG&ASSOCIATES
By:
Misty V. Clieng 1 Date:
IAca\djm\AgreementskMV Cheng and Associates Professional Services Agreement.1.3113.doc