HomeMy WebLinkAboutContracts & Agreements_138-2012_CCv0001.pdf AGREEMENT FOR INFRASTRUCTURE UPDATE SERVICES
This Agreement is made and entered into this 17th day of August, 2012 by and between
the City of Redlands, a municipal corporation (hereinafter "City") and CBIZ Accounting, Tax &
Advisory Services of Orange County, LLC (hereinafter "CBIZ"). City and CBIZ are sometimes
individually referred to herein as a"Party" and,together, as the "Parties."
AGREEMENT
Section 1. Services, CBIZ shall perform an infrastructure update for the fiscal year
ending June 30, 2012 (the "Services") as specified in its July 13, 2012 proposal submitted to
City, a copy of which is attached hereto as Exhibit"A."
Section 2. Cooperation. City shall cooperate with CBIZ in the performance by
CBIZ of the Services, including, without limitation. providing CBIZ with reasonable facilities
and timely access to data, information, and City personnel. City shall be responsible for the
performance of City personnel and its agents., and for the accuracy and completeness of all data
and information provided to CBIZ for purposes of the performance by CBIZ of the Services.
Section 3. Reliance Upon City Information, City is responsible for making all
Financial records and related information available to CBIZ, and CBIZ shall be entitled to
assume, without independent verification, the accuracy of all representations, assumptions,
information and data provided to CBIZ. All assumptions, representations, information and data
to be supplied by City will be complete and accurate to the best of its knowledge. CBIZ may use
information and data furnished by others, however, CBIZ shall not be responsible for, and CBIZ
shall provide no assurance regarding, the accuracy and completeness of any such information or
data. Except as specifically provided herein, CBIZ shall not assume any responsibility for any
Financial reporting with respect to the Services. City acknowledges and understands that CBIZ is
providing no attestation services of any kind, scope or nature whatsoever- as part of this
engagement. CBIZ shall have no responsibility to address any legal matters or questions of law
in connection with this engagement.
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Section 4. Payment. City shall pay CBIZ the sum of Seven Thousand Five Hundred
Dollars ($7,500) as total compensation for the Services. CBIZ shall provide City with monthly
invoices itemizing staff, hours billed, and hourly rate per staff for the period- and CBIZ shall be
entitled to payment within thirty (130) days thereof.
Section,5. Indemnity., CBIZ shall defend, indemnify and hold harmless City, and its
elected officials, officers, employees and agents, from and against any and all actions, claims,
demands, lawsuits, losses and liability for damages to persons or property, including costs and
attorneys' fees, that may be asserted or claimed by any person, firm. entity, corporation, political
subdivision or other organization arising out of., or in connection with, CBIZ's negligent and/or
wrongful acts or omissions under this Agreement.
Section 6. Insurance. CBIZ shall procure and maintain during the term of this
Agreement comprehensive general liability and property damage insurance, including
automobile and excess liability insurance, for all claims for injuries to persons or damages to
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property which may arise from, or result in connection with, the performance of CBIZ's
Services. CBIZ shall also maintain Workers' Compensation insurance in accordance with the
State of California Workers' Compensation laws, All of CBIZ's insurance (except Workers'
Compensation) shall name City, and its elected officials, officers, employees, agent,
representatives and volunteers (collectively, "City and City Personnel"), as additional insureds
and contain no special limitations on the scope of protection afforded to City and City Personnel.
All of CBIZ's insurance (i) shall be primary insurance and any insurance or self-insurance
maintained by City or City Personnel shall be in excess of CBIZ's insurance and shall not
contribute with it; (ii) shall be "per occurrence- rather than "claims made" insurance; and (iii)
shall apply separately to each insured against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability,
A. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided. canceled, reduced in coverage or in limits, or non-renewed, without thirty
(30) days prior written notice thereof given by the insurer to City by U.S. mail, certified or
personal delivery.
B. CBIZ shall furnish City with duplicate originals of insurance certificates and
endorsements effecting coverage required by this Agreement which shall be received and
approved by City before the Services are commenced. The duplicate originals and original
endorsements for each policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. The procuring of such insurance or the delivery of duplicate originals
and endorsements evidencing the same shall not be construed as a limitation on CBIZ's
obligation to defend and indemnify City and City Personnel.
C. The amount of insurance required hereunder shall be as follows:
(i) General liability (including premises and operations, contractual liability,
personal injury, independent contractor's liability): One Million Dollars
($1,000,000), single limit, per occurrence and Two Million Dollars
($2,000,000) annual aggregate.
(ii) Automobile Liability (including owned, non-owned and hired autos): One
Million Dollars ($1,000,000), single limit, per occurrence and annual
aggregate.
(iii) Workers' Compensation and Employer's Liability In accordance with
State Statutory requirements.
(iv) Professional Liability: One Million Dollars ($1,000,000), per occurrence
and Two Million Dollars ($2,000.000) annual aggregate.
D. Any deductible or self-insured retention shall be declared to and approved by City
prior to the execution of this Agreement by, City. In addition, CBIZ shall comply with, Divisions
4 and 5 of the California Labor Code by securing, paying for, and maintaining in full force and
effect for the term of this Agreement. complete Workers* Compensation Insurance, and shall
furnish a Certificate of Insurance to City before execution of this Agreement. For any Workers'
Compensation and Employer's Liability Coverage, the insurer shall waive all rights of
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subrogation against City and City Personnel arising from work performed by CBIZ for City.
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City and City Personnel shall not be responsible for any claims in law or equity occasioned by
failure of CBIZ to comply with this section or with the provisions of law, relating to Workers'
Compensation.
Section 7. Independent Contractor. It is the express intention of the Parties that
CBIZ is an independent contractor and not an employee of City. Nothing in this Agreement
shall be interpreted or construed as creating or establishing a relationship of employer and
employee between City and CBIZ. The Parties acknowledge that CBIZ is not an employee for
State tax, Federal tax or any other purpose.
Section 8. Discrimination Prohibited. In the performance of the Services and in the
hiring and recruitment of employees, CBIZ shall not discriminate on the basis of race, creed,
color, religion, sex,physical handicap, ethnic background or country of origin.
Section 9. Notices. Any notice to be given pursuant to this Agreement shall be
deposited with the United States Postal Service.
. postal prepaid and addressed as follows:
CITY: CBIZ:
Tina Kundi,-,-- Marcus D. Davis,
Finance Director./City Treasurer Managing Director
City of Redlands CBIZ Accounting, Tax& Advisory Services
35 Cajon Street of Orange County, LLC
PO Box 3005 2301 Dupont Drive, Suite 200
Redlands, California 92373 Irvine, California 92612
Nothingin this section shall be construed to prevent the giving of notice
C, Igin I by personal service.
Section 10. Termination., This Agreement may be terminated by either Party., by
providing ten (10) business days prior written notice to the other Party (delivered by certified
rnai I, return receipt requested) of intent to terminate.
Section 11. Assignment. CBIZ shall not assign or subcontract any of the Services that
are the subject of this Agreement.
Section 12. Modifications. No change or modification of the terms or provisions of
this Agreement shall be deemed valid unless made in writing and signed by the Parties pursuant
to this Agreement.
Section I'). No Third Party Beneficiaries. There are no intended third party,
beneficiaries of any right or obligation assumed by the Parties.
Section 14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 15. Effect of Headings. The heading sections of this Agreement have been
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inserted for convenience of reference only and shall not affect the interpretation of any of the
provisions of this Agreement.
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Section 16. Attorneys' Fees, In the event any action is commenced to enforce or
interpret 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 reasonable attorneys* fees, including fees for
use of in-house counsel by a Party.
Section 17. Entire Agreement. This Agreement represents the entire agreement of the
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Parties as to the matters contained herein and supersedes any and all prior written or verbal
agreements between the Parties.
Section 18. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. 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 render it
enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this
Agreement.
Section 19. Miscellaneous. This Agreement shall be binding on all successors and
assians of the Parties. Each Party acknowledges that this is a negotiated Agreement. and as a
result. no part of this Agreement shall be construed against either Party based on drafting of the
Agreement.
Section 20. Limitation on Warranties. CBIZ warrants that it shall perform the
Services in good faith. CBIZ disclaims all other warranties, either express or implied, including,
without limitation, warranties of merchantability and fitness for a particular purpose.
IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the day
and date first shown at Redlands, California.
CITY OF REDLANDS CBIZ ACCOUNTING, TAX &ADVISORY
/. /11 SERVICES OF ORANGE COUNTY, LLC
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By:
N. Enr* e rtinez, OF ager Marcus D. Davis, Managing Director
ATTEST-
B v:
Sam In itv Clerk
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EXHIBIT "A"
CBIZ MHM, LLC
July 13, 2012
Ms. Tina Kundig
Finance Director
City of Redlands
P.O. Box 3005
Redlands California 92373
RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDED JUNE 30, 2012
Dear Ms. Kundig:
CBIZ MHM, LLC (CBIZ) is pleased to continue to provide updated infrastructure records
for the year ended June 30, 2012 for the City of Redlands (City). The scope of the work
is as follows:
• City will identify all City capital projects accepted by the City Council between
July 1, 2011 and June 30, 2012. We request a copy of City Council bid
document and a copy of the plans for each project.
• City will identify all developer projects accepted by the City between July 1, 2011
and June 30, 2012.
• CBIZ will update the City's detailed infrastructure inventory for the year ended
June 30, 2012 based solely upon the information provided by the City.
• CBIZ will calculate accumulated depreciation and depreciation expense as of and
for the year ended June 30, 2012.
• CBIZ will provide a report documenting the additions and deletions in a format
acceptable to the City's external auditors.
Work on the update will be performed at a mutually agreed to date after the end of the
fiscal year. Based upon the availability of City staff and records, we anticipate providing
a draft report to the City no later than August 31, 2012. Upon acceptance by the City,
we will finalize the report.
CBIZ will provide GASB 34 infrastructure inventory update services for the year ended
June 30, 2012 to the City of Redlands for a fixed fee of $7,500. This fixed fee is
inclusive of all travel and out-of-pocket expenses. We will invoice the City monthly for
services rendered throughout the life of the project. Should the City elect not to identify
the City and developer projects to be capitalized, then we will provide the City with a
revised estimate of our services.
2301 Dupont Drive,Suite 200 1 Irvine,CA 92612 M Ph:949.474.2020 * F:949.263.5520
Ms. Tina Kundig
Finance Director
City of Redlands
July 13, 2012
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:
CITY OF REDLANDS
By:
Title:
Date:
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