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HomeMy WebLinkAboutAgr 2005-12-22 (Maximus) AGREEMENT FOR PROFESSIONAL SERVICES - STATE MANDATED COST RECOVERY THIS AGREEMENT, made and entered this -z.~~ day of i)~~~dL, 2005, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and MAXIMUS, Inc., an Illinois corporation licensed to do business in California, hereinafter referred to as "Consultant," RECITALS A. The Town is entitled to reimbursement by the State of California for certain costs incurred pursuant to State mandates. Such claims must be processed through the Office of the California State Controller ("Controller"). B. Consultant has particular expertise in the recovery of reimbursable costs, such that the Town finds that it is in the Town's interest to retain Consultant to assist in obtaining the reimbursement for which Town is eligible. C. The parties wish to contract for the Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference, in accordance with all applicable State requirements. AGREEMENT 1. Scope of Services. Consultant shall perform, and carry out in a professional manner the following services: A. Prepare and submit cost claims pursuant to the Controller's 2005 annual claiming instructions that require claims to be submitted to the State by January 15, 2006. The Consultant shall also prepare and file applicable late 2004-2005 mandated cost reimbursement claims. The late annual reimbursement claims were originally due to the State Controller's Office January 18, 2005 and as such are subject to a per claim late penalty equaling 10% of the amount claimed or $1,000, whichever is less. All late claims to be filed by the consultant for this fiscal year sh~ll be subject to these penalties and have a different final due date. B. Prepare and submit other new or first-time cost claims pursuant to the Controller's claiming instructions which are issued in accordance with parameters and guidelines received from the Commission on State Mandates and mailed to local agencies during the 2005-2006 fiscal year. For the purposes of this Agreement, claims covered under this section shall include all claiming instructions issued with due dates other than January 15,2006 Cost Reimburs. Claims, Maximus, 12-05 1 2. Costs and Method of Como ens at ion. For all of the above services provided, section (1)A & (1 )B, the Town agrees to pay Consultant compensation in a fixed fee in the amount of four thousand dollars ($4,000). After completing the services described in Section 1, Consultant will submit an invoice to the Town for the fixed fee specified herein. Invoices unpaid sixty (60) days after submittal to the Town, will bear interest at the rate of 1 % per month. 3. Standard of Work: Indemnitv. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent act or omission of Consultant's in the performance of the Services pursuant to this Agreement. 4. Limitation of Liabilitv. Town agrees that Consultant total liability to Town for any and all damages whatsoever arising out of or in any way related to this contract from any cause, including but not limited to contract liability or Consultant negligence, errors, omissions, strict liability or breach of contract shall not, in the aggregate exceed $20,000. In no event, shall Consultant be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits or federal or state disallowances or any portion thereof regardless of the legal theory under which such damages are sought, unless Consultant knew or should have known of the likelihood of such damages. Any claim by Town against Consultant relating to this contract must be made in writing and presented to Consultant within one (1) year after the date on which Consultant completes performance of the services specified in this contract. 4. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 5. Attendance at Hearings. If requested by the Town Planning Director, Consultant shall appear at litigation and/or administrative hearings that pertain to the Project. Town shall reimburse Consultant for such appearance(s) at the hourly rate specified in Exhibit A. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality.i Cost Reimburs. Claims, Maximus, 12-05 2 7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies: A. Commercial General Liability: Combined single limit of$1 ,000,000 for each single occurrence and $2,000,000 annual aggregate. B. Commercial Automobile Liability: Combined single limit of$I,OOO,OOO for each single occurrence and $2,000,000 annual aggregate. 8. Ownership of Documents: Re-Use: Indemnity. A. All documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Town acknowledges that said documents are prepared for use only in connection with the Project described in the Exhibit A. Consultant makes no representation that said documents are suitable for re-use on any other project or on any expansion of the Project. Any such re-use by Town without specific written approval by Consultant shall be at Town's sole risk. Town shall indemnify and hold Consultant harmless from all claims, losses, damages and expenses, including attorneys fees, that may arise from Town's unauthorized re-use of said documents for another project or for any expansion of the Proj ect. B. Nothing in this Section is intended nor shall it be construed to require Consultant to provide its proprietary state mandated cost claiming software to the Town 9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant to stop or suspend performance of the Services, in whole or in part, for a period of up to ninety days after such notice is delivered to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of performing the Services or the time required for such performance, Consul~ant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 10. Delinquency. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 11. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such Cost Reimburs. Claims, Maximus, 12-05 3 event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed through the effective date of termination. 12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. 13. Services and Materials to be Furnished by the Town: The Consultant shall provide guidance to the Town in determining the data required for claims submission. The Town will make its best efforts to provide all data in its possession specifically requested by the Consultant, including documentation and information, to the Consultant in a timely manner. The Consultant shall assume all data so provided to be correct. Consultant shall make its best effort to file claims in a timely manner pursuant to Scope of Services. Consultant shall not be liable for claims that cannot be filed as a result of inadequate data or data provided in an untimely manner. For purposes of this Agreement, data that is five years old or less that is requested by the Consultant must be provided within three weeks of the request to be deemed to have been received in a timely manner unless the circumstances are such as to make it reasonable to request that the Town produce the data more quickly. It is the responsibility of the Town to provide the Consultant with payment information upon receipt of disbursements from the State for any and all claims filed pursuant to this Agreement. 14. Consultant's Liability if Audited: The Consultant will assume all financial and statistical information provided to the Consultant by Town employees or representatives is accurate and complete. Any subsequent disallowance of funds paid to the Town under the claims for whatever reason is the sole responsibility of the Town. 15. Miscellaneous. A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To the extent that there are any inconsistencies with such Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governing Law: Venue. The laws of the State of California shall govern this Agreement. The County of Marin shall be the venue for resolving any disputes arising from this Agreement. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest: Assignment. This Agreement shall be binding on the assigns Cost Reimburs. Claims, Maximus, 12-05 4 and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. Notwithstanding the foregoing, Consultant may assign this Agreement without the further consent of the City to Consultant's parent corporation or to an affiliated company that succeeds to business of Consultant contemplated herein E. Entire Agreement: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT TO '''-. <-.' ""~.."~~" ~ ~~~:" -'~,..". .,~ > ~ Allan Burdick, Vice President MAXIMUS Incorporated APPROVED AS TO FORM: Cost Reimburs. Claims, Maximus, 12-05 5