HomeMy WebLinkAboutAccountants, Inc - 2001-12-10PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HTJNTINGTON BEACH AND
ACCOUNTANTS, INC. FOR
BACKUP PAYROLL AND ACCOUNTING SERVICES
IL
THIS AGREEMENT ("Agreement") is made and entered into this 10
day of
bc cl-1 �=�.r-y - —, 20e t , by and between the City of Huntington Beach, a municipal
corporation of the State of California, hereinafter referred to as "CITY," and
ACCOUNTANTS, INC. a California corporation, hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide
temporary backup payroll and accounting services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of
professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
I. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as the 'PROJECT."
CONSULTANT hereby designates Lisa Nelson who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
01agreelaccountanWl2/5/01 1
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2. - CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT
in the performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT
are to commence as soon as practicable after the execution of this Agreement by CITY (the
"Commencement Date"). This Agreement shall expire one year from the Date of
Commencement unless sooner terminated as provided herein. All tasks specified in
Exhibit "A" shall be completed no later than one year from the Commencement Date of
this Agreement. These times may be extended with the «ritten permission of CITY. The
time for performance of the tasks identified in Exhibit "A" are generally to be shown in
Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed
to in writing by CITY and CONSULTANT.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY
agrees to pay CONSULTANT on a time and materials basis at the rates specified in
Exhibit "B," a fee, including all costs and expenses, not to exceed Fifty Thousand Dollars
($50,000.00).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A"
or changes in the scope of services described in Exhibit "A," CONSULTANT will
undertake such work only after receiving written authorization from CITY. Additional
01 aeree/accountants? 12/5i01 2
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compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B," which
is attached hereto and incorporated by reference into this Agreement.
7. DISPOSITION OF PLANS, EST WATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder,
including, without limitation, all original drawings, designs, reports, both field and office
notices, calculations, computer code, language, data or programs, maps, memoranda,
letters and other documents, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon
PROJECT completion, whichever shall occur first. These materials may be used by CITY
as it sees fit.
S. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of
this Agreement or its failure to comply with any of its obligations contained in this
Agreement by CONSULTANT, its officers, agents or employees except such loss or
damage which was caused by the sole negligence or willful misconduct of CITY. CITY
0 1 agreelaccountanKI 1215101 3
shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY
in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and
expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification
to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall furnish a professional liability insurance policy
covering the work performed by it hereunder. This policy shall provide coverage for
CONSULTANT's professional liability in an amount not less than One Million Dollars
($1,000,000) per occurrence and in the aggregate. The above -mentioned insurance shall
not contain a self -insured retention, "deductible" or any other similar farm of limitation on
the required coverage except with the express written consent of CITY. A claims -made
policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation
of the scope of work (including subsequent policies purchased as
renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents
that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during -
the required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting
01 agredaccountantsl l 2/5101 4
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provision of at least two (2) years to report claims arising from work performed in
connection with this Agreement.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT
shall furnish to CITY a certificate of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverage as required by this Agreement; the certificate
shall:
A. provide the name and policy number of each carrier and policy;
B. shall state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or
canceled by either party, reduced in coverage or in limits except
after thirty (30) days' prior written notice; however, ten (10) days'
prior written notice in the event of cancellation for nonpayment of
premium.
CONSULTANT shall maintain the foregoing insurance coverage in force
until the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not
derogate from the provisions for indemnification of CITY by CONSULTANT under the
Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and
timely manner, the premiums on the insurance hereinabove required.
01agree/accountanW1215.101 5
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSUL.TANT's services hereunder at any time with or
without cause, and whether or not the PROJECT is fully complete. Any termination of this
Agreement by CITY shall be made in writing, notice of which shall be delivered to
CONSULTANT as provided herein. In the event of termination, all finished and
unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become
its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall
not be assigned, delegated or subcontracted by CONSULTANT to any other person or
entity without the prior express written consent of CITY. If an assignment, delegation or
subcontract is approved, all approved assignees, delegates and subconsultants must satisfy
the insurance requirements as set forth in Sections 9 and 14 hereinabove.
01 agree .'accountants/l215/01 6
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14. " COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given
either by personal delivery to CONSULTANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, to
the addresses specified below; provided that CITY and CONSULTANT, by notice given
hereunder, may designate different addresses to which subsequent notices, certificates or
other communications will be sent:
TO CITY:
City of Huntington Beach
ATTN: Sharon Hennegen
2000 Main Street
Huntington Beach, CA 92648
01 agree/accountants/12,5/01 7
TO CONSULTANT:
Lisa Nelson
Temporary Staffing Manger
Accountants, Inc.
4675 MacArthur Court, Suite 1270
Newport Beach, CA 92660
17. - CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval
to any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive
and are included solely for convenience of reference only and are not representative of
matters included or excluded from such provisions, and do not interpret, define, limit or
describe, or construe the intent of the parties or affect the construction or interpretation of
any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
or affect the remaining covenants and provisions of this Agreement. No covenant or
provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
01 agree/accountants/] 2/5/01 8
Nothing contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision contained herein
and any present or future statute, law, ordinance or regulation contrary to which the parties
have no right to contract, then the latter shall prevail, and the provision of this Agreement
which is hereby affected shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed -shall,
irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any party who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly
outside the scope of services contemplated hereunder. CONSULTANT understands that
pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive
legal counsel for CITY; and CITY shall not be liable for payment of any legal services
expenses incurred by CONSULTANT.
01 agree/accountants' 12/5/01 9
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24. " ATTORNEY'S FEES
Except as expressly set forth in Section 8 of this Agreement, in the event
suit is brought by either party to construe, interpret and/or enforce the terms and/or
provisions of this Agreement or to secure the performance hereof, each party shall bear its
own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the non -prevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations, inducements,
promises, agreements or warranties, oral or otherwise, have been made by that party or
anyone acting on that party's behalf, which are not embodied in this Agreement, and that
that party has not executed this Agreement in reliance on any representation, inducement,
promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supercede all prior
01 agree: accountantsr 1215/01 1 a
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EXHIBIT A
Accountants, Inc. will provide temporary backup payroll and accounting services when
requested by the City.
EXHIBIT B
CITY SOB TITLE BILL RATES
Accountant This position would be filled by a degreed accountant with
4-5 years or more of experience_ Bill rates for these
employees run between 541.25 and $60.60 per hour per
leased employee, depending on exact requirements at the
time.
Accounting Technician With or without a degree for a more staff level position,
rates run between $29.70 and 540.00 per hour per leased
employee.
Clerical or Processing Non-degreed employees mainly processing for
Payroll, AP, AR, etc. with various levels of
experience. Bill rates would range from 525.60 to
530.00 per hour per leased employee, based
primarily on years of experience and volume being
handled.
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FILE No.824 12110 '01 10:45 D:AC000NTANTS INC. FA :760 431 2242
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understandings and agrees =rs whether orb or in writing between the parties respecting
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the subject matter hereof.
IN vMNESS WBEREOF, the parties he= have caused this Agreement to he
executed by and through their authorized offices the day, month and year fast above
ACCOUNTANTS INC.,
a C4Iifcrnia corporation
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By:
CITY OF HU'NTINGTON BEACH, a
muuieapa3 corporation of The State of California
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RFVIEWFID AND APPROVED:
stator
City
(only for conrmcft over SS0.000-00)
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POLICY NUMBER 47740389J � COMMERGIWERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS (Farm fit)
This endorsement modifies insurance provided +order the following:
COMMERCIAL. GENERAL LIABILITY
SCHEDULE
Name of Parson or Organization; CITY OF HUNTINGTON BEACH
200C MAIN STREET
HUNTINGTON BEACH. CA 92648
(It no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
WHO 13 AN INSURED (section 11) is amended to include as an insured the person or organization
shown in the Schedule, but only with respect to liability arising out of "your work' for that insured by
or for you
APPPOVID AS TO FORMn
GAIL HUTTON, City Attorney.
By:
GG 20 10 1185 Copyrlgft Insurance 5ervas Office, Inc..1984
Cerd{lcecc a '1956
i •
Su.x.iy PROFESSIONAL SERVICE CONTRACTS
HIB PURCHASING CERTIFICATION
Hu. ar n" x
1. Requested by: Sharon Hennegen
2. Date: December 17, 2001
3. Name of consultant: Accountants Inc.
4. Description of work to be performed: temporary backup payroll and accounting
services
5. Amount of the contract: $50,000.00
6. Are sufficient funds available to fund this contract?' ® Yes, ❑ No
7. Company number and object code where funds are budgeted: 10035601.69365
8. is this contract generally described on the list of professional service contracts
approved by the City Council'? Z Yes, ❑ No
9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on
the list of professional service contracts approved by the City Council?'
® Yes, ❑ No
10. Were (at least) informal written proposals requested of three consultants?
® Yes, ❑ No
11. Attach list of consultants from whom proposals were requested (including a
contact telephone number).
12. Attach proposed scope of work.
13. Attach proposed payment schedule.
5RI ARD WhIIRIL, Manager
Purchasing/Central Services
' If the answer to any these questions is "No," the contract will require approval from the City Council.
Document 12/17/01 3:49 PM
Company
Contact
Contact number
Accountants Inc.
Lisa Nelson
949)752-2111
Accountem s
Kristine Aragon
949)476-8925
AGConsult
Debra Lane
dlange agconsult
Note: The RFP was issued January 19, 2001. We are continuing with Accountants, Inc.
because we want to continue to use the original placement; Robert Winn.
•
Professional Services Contracts Checklist
for Submittal to City Clerk's Office
(Please transmit this form when your contract is ready to be filed in the City Clerk's Office)
To: Connie Brockway, City Clerk
x6404
PLEASE PRINT
1. Name of Contractor:
WOO ( I N I.
2. Purpose of Contract: For Example: Audit Services —Fair Labor Standards Actor
Water Quality Testing Huntington Lake — Huntington Central Paris
3. Expiration Date: If no expiration date, please put a tentative expiration date so the City Clerk's
Office can inquire of your Department if the file is ready to inactivate.
4. Amount of Contract:
111-- )0- 02
Nod A�50,o .°°
A. Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract (Renewal/Amendment/Etc)? !°l NO ❑ YES
B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested - pursuant to HBMC 3.03.100? XYES
C. Did you attach a COPY of the insurance certificate and send the ORIGINAL TO RISK MANAGEMENT? XYES
PLEASE INCLUDE:
a&"�NFryrj x5�S9._
Name/Extension
_ 00- %V1 _
Department
] 2- 27--o)
Date
g1formslcontract checklist2001.doc
CITY CLERK'S OFFICE USE ONLY:
Cate o Ov•/a Data EnLrX
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Alpha Numeric AG iD
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RECORDS DIV: Check Ci Clerk's Database for Existing File. ❑ DONE