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CBIZ HK LLC
t
June 10, 2009
Ms. Tina Kundig
Finance Director
City of Redlands
P.Q. Box 3005
Redlands California 92373
RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDING JUNE 30, 2009
Dear Ms. Kundig:
CBIZ MHM, LLC (CBIZ) is pleased to continue to provide updated infrastructure records
for the year ending June 30, 2009. The scope of the work is as follows:
• CBIZ will identify all City capital projects accepted by the City Council between
July 1, 2003 and June 30, 2009. This list will be reviewed by the City to ensure it
is complete. We would request a copy of City Council bid document and a copy
of the plans for each project.
• CBIZ will identify all developer projects accepted by the City between July 1,
2003 and June 30, 2009, This list will be reviewed by the City to ensure it is
complete.
• CBIZ will update the City of Redland's detailed infrastructure inventory for the
year ending June 30, 2009 based solely upon the information provided by the
City.
• CBIZ will calculate accumulated depreciation and depreciation expense as of
and for the year ending June 30, 2009.
• CBiZ will provide a report documenting the additions and deletions in a format
acceptable to the City's external auditors.
We are available to begin work immediately on the update. Based upon the availability
of City staff and records, we anticipate providing a draft report to the City no later than
August 31, 2009. Upon acceptance by the City, we will finalize the report.
CBIZ will provide GASB 34 infrastructure inventory update services for the year ending
June 30, 2009 to the City of Redlands for a fixed fee of $8,600. This fixed fee is
inclusive of all travel and out-of-pocket expenses. This fixed fee is also based upon a
reduction in the number of projects to be capitalized. We will invoice the City monthly
for services rendered throughout the life of the project. Should the City elect not to
2301 Dupont Dr e,Suite 200 ,; 6r+ rte,CA 92642 _ Ph:949, 74. F. 949-263.5,120
Ms. Tina Kundig
Finance Director
City of Redlands
June 10, 2009
identify the City and developer projects to be capitalized, or should there not be a
reduction in the number of projects to be capitalized, then we will provide the City with a
revised estimate of our services.
Terms and conditions for this engagement are documented in the attached Exhibit A.
If the foregoing is in accordance with your understanding, please sign the copy of this
letter in the space provided and return it to us.
Sincerely,
CBIZ MHM, LLC
Marcus D. Davis
Managing Director
Accepted:/
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CITY OF, LA
lTiC_.f
Date:
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
A. Services. These Terms and Conditions of Services and the engagement letter to which
these terms are appended constitute the entire agreement between you and CBiZ MHM, LLC
for the services to be rendered. As used herein, the term "services", includes only the services
as described in the attached engagement letter. All decisions in connection with the
implementation of CBIZ MHM, LLC's services in connection with this engagement shall be your
responsibility.
B. Payment of Invoices. Our invoices for these services will be rendered each month as
work progresses and are payable on presentation. If properly submitted invoices are not paid
within 30 days of the invoice date, a late charge may accrue at the lesser of (i) 1% per month or
(ii) the highest rate allowable by law. Without limiting its rights or remedies, CBIZ MHM, LLC
shall have the right to halt or terminate entirely its services until full payment is received on such
past due invoices. The failure of CBIZ MHM, LLC to exercise its right to suspend or terminate
work shall not constitute a waiver by CBIZ MHM, LLC of any right or remedy. in the event of a
termination of this engagement pursuant to section D below, you agree to compensate CBIZ
MHM, LLC for services performed and expenses incurred through the effective date of
termination. All outstanding bills will be paid in full prior to the release of any information or
prior to final product or service delivery, unless other arrangements to pay your bill have been
agreed upon. See section E below for additional information regarding Limitation on Damages.
C. Dispute Resolution. Because there are inherent difficulties in recalling or preserving
information as the period after an engagement increases, you agree that, notwithstanding any
applicable statute of limitations, any claim based on this engagement must be filed within twelve
(12) months after performance of our service, unless you have previously provided us with a
written notice of a specific defect in our services that forms the basis of the claim.
if any dispute, controversy or claim arises in connection with the performance or breach of this
agreement, either party may, upon written notice to the other party, request that the matter be
mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the
Rules of the American Arbitration Association or such other neutral facilitator acceptable to both
parties. Both parties will exert their best efforts to discuss with each other in good faith their
respective positions in an attempt to finally resolve such dispute or controversy.
Each party may disclose any facts to the other party or to the mediator which it, in good faith,
considers necessary to resolve the matter. All such discussions, however, will be for the purpose
of assisting in settlement efforts and will not be admissible in any subsequent litigation against the
disclosing party. Except as agreed by both parties, the mediator will keep confidential all
information disclosed during negotiations. The mediator may not act as a witness for either party
in any subsequent arbitration between the parties.
The mediation proceedings will conclude within sixty days from receipt of the written notice unless
extended or terminated sooner by mutual consent. Each party will be responsible for its own
expenses. The fees and expenses of the mediator, if any,will be borne equally by the parties.
If we are unable to resolve the fee dispute through mediation. you and CBIZ MHM, LLC agree
to submit to resolution by arbitration in accordance with the rules of the American Arbitration
Association. Such arbitration shall be binding and final, as permitted by the law of the
applicable jurisdiction. In agreeing to arbitration, we both acknowledge that in the event of a
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
dispute over fees, each of us is giving up the right to have the dispute decided in a court of law
before any judge or jury and instead are accepting the use of arbitration for resolution. The
prevailing party shall be entitled to the allowance of a reasonable attorneys' fee and other costs
of such action.
D. Term. This engagement shall conclude on the completion and delivery of CBIZ MHM,
LLC's services hereunder. This engagement may be terminated by either party at any time by
giving written notice to the other party not less than 10 business days before the effective date
of termination.
E. Limitation on Damages. Unless otherwise prohibited by law or applicable professional
standard, you agree that CBIZ MHM, LLC and its personnel shall not be liable to you for any
claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of
the fees paid by you to CBIZ MHM, LLC pursuant to this engagement, except to the extent
finally judicially determined to have resulted from the bad faith or intentional misconduct of CBiZ
MHM, LLC. Unless otherwise prohibited by law or applicable professional standard, in no event
shall CBIZ MHM, LLG or its personnel be liable for consequential, special, indirect, incidental,
punitive, or exemplary losses or damages relating to this engagement. This limitation on
liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort
(such as negligence), professional standard, or otherwise.
F. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall
be solely for your internal purposes and use, and this engagement does not create privity
between CBIZ MHM, LLC and any person or party other than you (a "third party"). This
engagement is not intended for the express or implied benefit of any third party. No third party
is entitled to rely, in any manner or for any purpose, on the services provided by CBiZ MHM,
LLC. in order to protect CBIZ MHM, LLC from any unauthorized reliance or claims, you further
agree that the services provided by CBiZ MHM, LLC shall not be distributed, made available,
circulated, or quoted to or used by any third party without the prior written consent of CBIZ
MHM, LLC. However, nothing in this paragraph shall be construed as limiting or restricting
such disclosure for your financial reporting purposes.
G. Reliance Upon Your Information. You are responsible for making all financial records
and related information available to us. CBiZ MHM, LLC shall be entitled to assume, without
independent verification, the accuracy of all representations, assumptions, information and data
that you and your representatives provide to CBIZ MHM, LLC. All assumptions,
representations, information and data to be supplied by you and your representatives will be
complete and accurate to the best of your knowledge. CBIZ MHM, LLC may use information
and data furnished by others; however, CBIZ MHM, LLC shall not be responsible for, and CBIZ
MHM, LLC shall provide no assurance regarding, the accuracy and completeness of any such
information or data. Except as specifically provided herein, CBIZ MHM, LLC shall not assume
any responsibility for any financial reporting with respect to the services provided hereunder.
You acknowledge and understand that CBIZ MHM, LLC is providing no attest services of any
kind, scope or nature whatsoever, as part of this engagement. CBIZ MHM, LLC shall have no
responsibility to address any legal matters or questions of law in connection with this
engagement. See section K below for additional information regarding confidentiality.
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
H. Governing Law and Severability. These Terms and Conditions of 8enicma, and the
engagement letter to which these terms are appended, Sh8|| be governed by, and construed in
accordance with, the |avxo of the State in which CB|Z K8HKA. LLC personnel rendering the
services are located (without giving effect to the choice of law principles tMereof>. If any
provision of this Agreement is found by a court of competent jurisdiction to be unenforceable,
such provision shall not affect the other provisions, but such unenforceable provision shall be
deemed modified to the extent necessary to ,ander it enforceable, preserving to the fullest
8x1mn1 permissible the intent of the parties set forth in this Agreement.
y. Cooperation. You shall cooperate with CB|Z K8HM. LLC in the performance by CB|Z
! KXHK8` LLC of its GanhoeS hereunder, including, without limitation, providing CB|Z MHK8. LLC
with reasonable facilities and timely access to data, information, and your personnel. You oh8U
be responsible for the performance of your personnel and agents and for the accuracy and
completeness of all data and information provided to CB<Z MHW1. LLC for purposes of the
p8dOrrnGnc8 by CB!Z KXHK4. LLC of its services hereunder.
J. Independent Contractor. It is understood and agreed that each of the parties hereto is an
independent contractor and that neither party is, nor shall be considered to be, an agent.
partner, joint venturer, Or representative of the other, Neither party shall act or represent ibae|f,
directly or by implication, as an agent Of the other or in any manner 3SoUnne or Cr88tp any
obligation of behalf of, or in the name Of. the other.
K. Confidentiality. To the extent that, in connection with this engagement, CB|Z K4HK4. LLC
comes into possession Of any information of yours identified as proprietary 0rconfidential, CB|Z
MI-IM, LLC will not diao|oSo such information to any third party without your consent, except /8\
as may be required by |aw, regulation, judicial or administrative proCeSs, in accordance vv�t'
applicable professional standards, or in connection with litigation pertaining hereto, Or (b) to the
extent such information (i) shall have otherwise become publicly available (including, without
|imitatiOn, any information filed with any gOv9rnnnerd8| agency and available to the public) other
than as the result of a disclosure by CB|Z MHK8 LLC in breach herg0f, (ii) is disclosed by. , ^ ' , younr
your personnel to 8 third party without substantially the same restrictions as aaf forth herein, (iii)
becomes available to CB|Z &1HM. LLC On 2 n0nConfidentia| basis from a source other than you
or your personnel which C8!Z W1Hk8, LLC does not believe is prohibited from disclosing such
information to CB|ZMHK4. LLCbvobligation toyou. (iv) is hnOm0 byCB|Z MHk8' LLC prior 10 its
receipt from you without any obligation Ofconfidentiality with respect thereto, or (vi is developed
by (�B|Z K4HK4. LLC| independently Of any disclosures made by you or your personnel to (�'B|Z
K8HK8. LLC of such information.
In the interest offacilitating our services kJyou, we may communicate byfacsimile transmission
or by Sending electronic UlaU over the Internet. Such communications may include information
that is confidential to you. Our firm employs measures in the use of facsimile machines and
computer technology designed to maintain data egCUrity. VYhii8 we will use our best efforts to
keep such communications secure in accordance with our obligations under applicable laws
and professional standards, we have no control over the unauthorized interception of these
communications QnC8 they have been sent.
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ATTACHMENT A
s
TERMS AND CONDITIONS OF SERIVCES
L. Miscellaneous. This agreement shall be binding on all transferees, successors and
assigns of both CBIZ MHM, LLC and you. Each party acknowledges that this was a negotiated
contract, and as a result, no part of this contract shall be construed against either parry based
on drafting of the contract. In the event any part of this agreement is held to be illegal or
unenforceable for any reason, such determination shall not affect nor invalidate the rest of the
agreement, and the rest of the agreement shall remain in full force and effect.
M. Limitation on Warranties. This is a services engagement. CBIZ MHM, LLC warrants that
it shall perform services hereunder in good faith, CBIZ MHM, LLC disclaims all other
warranties, either express or implied, including, without limitation, warranties of merchantability
and fitness for a particular purpose.
N. Property. The workpapers and files which CBIZ MHM, LLC generates in connection with
this engagement are the property of CBIZ MHM, LLC. Upon the termination of this
engagement, upon request we will return your original records to you. All CBIZ MHM, LLC
workpapers and files will be retained for 7 years, pursuant to CBiZ MHM, LLC's document
retention policy.
O. Non-Solicitation. During the term of this Agreement and for a period of one year
thereafter, the parties agree not to hire, solicit, or attempt to solicit, whether directly or indirectly,
the services of any staff employee, consultant, or subcontractor of the other party without the
prior written consent of that party. Violation of this provision shall, in addition to other relief,
require the breaching party to compensate the non-breaching party with 100 percent of the
solicited person's annual compensation.
P. Indemnification. Unless otherwise prohibited by law or applicable professional standard,
you shall indemnify and hold harmless CBIZ MHM, LLC and its personnel from and against any
causes of action, damages (whether compensatory, consequential, special, indirect, incidental,
punitive, exemplary, or of any other type or nature), costs and expenses (including, without
limitation, reasonable attorneys' fees and the reasonable time and expenses of CBIZ MHM,
LLC's personnel involved) brought against or involving CBIZ MHM, LLC at any time and in any
way arising out of or relating to CBIZ MHM, LLC's services under this engagement, except to
the extent judicially determined to have resulted from the bad faith, gross negligence, or willful
or intentional misconduct of CBIZ MHM, LLC's personnel. This provision shall survive the
termination of this agreement for any reason, and shall apply to the fullest extent of the law,
whether in contract, tort, or otherwise.
If any action or proceeding (any of the foregoing being a "Claim") is threatened or commenced
by any third party against CBIZ MHM, LLC that you are obligated to defend or indemnify under
this Agreement, then written notice thereof shall be given to you as promptly as practicable.
After such notice and only so long as CBiZ MHM, LLC's and your interests with respect to the
claim remain consistent, no conflict exists, and, by your control of the defense, CBIZ MHM,
LLC's insurance is not voided or otherwise compromised in any way, you shall be entitled, if you
so elect in writing within ten days after receipt of such notice, to take control of the defense and
investigation of such Claim and to employ and engage attorneys to handle and defend the
same, at your sole cost and expense, with the approval of CBIZ MHM, LLC, which approval
shall not be unreasonably withheld. CBIZ MHM, LLC shall cooperate in all reasonable respects
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
with you and your attorneys in the investigation, trial and defense of such Claim and any appeal
arising therefrom; provided, however, that CBIZ MHM, LLC may, at its own cost and expense,
participate, through its attorneys or otherwise, in such investigation, trial and defense of such
Claim and any appeal arising therefrom. You shall enter into no settlement of a Claim that
involves a remedy other than the payment of money by you without the prior consent of CBiZ
MHM, LLC.
After notice by you to CBIZ MHM, LLC of your election to assume full control of the defense of
any such Claim, and CBIZ MHM, LLC's approval of selected counsel, you shall not be liable to
CBIZ MHM, LLC for any legal expenses incurred thereafter by CBIZ MHM, LLC in connection
with the defense of that Claim. If you do not assume full control over the defense of a Claim,
then you may participate in such defense, at your sole cost and expense, and CBIZ MHM, LLC
shall have the right to defend you in such manner as it may deem appropriate, at your cost and
expense.
Q. insurance. CBIZ shall secure the minimum insurance coverage described below, and
such insurance shall be primary with respect to any insurance or self-insurance programs
maintained by the City of Redlands (City).
• Worker's Compensation and Employer's Liability insurance in the amount that meets the
statutory requirement shall be in force with an insurance carrier acceptable to the City.
• Comprehensive Commercial General Liability insurance in the amount of one million
dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate shall
be in force with an insurance carrier acceptable to the City and name the City as
additional insured. (Three million dollars ($3,000,000) aggregate for projects with
greater exposure.)
• Professional Liability insurance, when applicable, in the amount of one million dollars
($1,000,000) per claims made and two million dollars ($2,000,000) aggregate shall be in
force with an insurance carrier acceptable to the City.
• Commercial Automobile Liability insurance with minimum limits of one million dollars
($1,000,000) per occurrence, combined single limit for bodily injury liability and property
damage liability shall be in force and name the City as additional insured. This coverage
shall include all owned vehicles, hired and non-owned vehicles, and employee non-
ownership vehicles.
CBIZ shall instruct our insurance agentibroker to furnish properly executed certificates of
insurance to the City.
• Certificates of insurance shall clearly evidence coverage required above.
• Certificates of insurance shall be submitted by the agent/broker directly either via email
to kbraun@cityofrediands.org or U.S. Mail to:
City of Redlands
Finance Dept./Risk Management
P.O. Box 3005
Redlands, CA 9237
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