HomeMy WebLinkAboutAgr 2007-06-18 (Public Resources Management Group)
AGREEMENT FOR PROFESSIONAL SERVICES -
STATE MANDATED COST RECOVERY
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THIS AGREEMENT, made and entered this If day of ~, 2007, by and between the
TOWN OF TIBURON, a political subdivision of the State ~a, hereinafter called "Town,"
and PUBLIC RESOURCES MANAGEMENT GROUP, LLC, an Illinois corporation licensed to do
business in California, hereinafter referred to as "Consultant,"
RECIT ALS
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
Services described in Exhibit A.
2. Costs and Method of Compensation. Consultant's total compensation for the Services shall
be twenty-five percent (25%) of all monies recovered on behalf of the Town, to a cap of
Two Thousand, Nine Hundred dollars ($2,900). Payments shall be due thirty days after
submission of an itemized invoice showing work actually completed in a manner acceptable
to the Town and time and materials actually expended.
3. Standard of Work: Indemnity. Consultant shall perform, the services in a skillful and
professional manner compatible with the usual, customary standard of Consultant's
pr~fession. 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.
3. 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
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responsible to pay all required salaries, wages, expenses, taxes and other obligations,
including, but not limited to, withholding and Social Security.
4. 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.
5. 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.
6. 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$l ,000,000 for each single
occurrence and $2,000,000 annual aggregate.
B. Commercial Automobile Liability: Combined single limit of $1 ,000,000 for each
single occurrence and $2,000,000 annual aggregate.
7. 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 T own. 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, which may arise from Town's unauthorized re-use of said
documents for another project or for any expansion of the Project.
B. Nothing in this Section is intended nor shall it be c<;>nstrued to require Consultant
to provide its proprietary state mandated cost claiming software to the Town
8. 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
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that the Stop Work Order results in a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an equitable
adjustment in compensation or an extension of time for performance, as appropriate.
9. 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.
10. 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
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.
11. 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.
12. 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 th~ 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.
13. 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.
14. Miscellaneous.
A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To
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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
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
TOWN OF TIBURON
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Heidi Bigall, Director f AdmIn. Svcs.
APPROVED AS TO FORM:
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Ann R. Danforth, Town Attorney
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Town ofTiburon
PRM Contract # 07:
PRM
P {" B LIe RES 0 t. R C E M.\ ~ AGE ~ E ~ T G ROt. P
PROFESSIONAL SERVICES AGREEMENT
This agreement is made by and between the Town of Tiburon (the Town), and Public Resource
Management Group, LLC (the Consultant).
1) Engagement: The Town desires to engage the Consultant to assist the Town in the
preparation and filing of State Mandated Cost Reimbursement claims (SB 90 claims), which
are authorized under Article XIIIB, Section 6 of the California State Constitution.
Full-Service State Mandate Reimbursement Claiming
2) Scope of Services: The Consultant shall perform and carry out in a good and professional
manner the following services:
a) Prepare and file eligible SB 90 claims for annual claims due on January 15,2007. Claims
must be at least $1,000 to be eligible to file with the State.
b) Prepare and file eligible SB 90 claims for all new, or first-time mandates, which have
claiming instructions issued by the State Controller's office during the State's 2006-2007
fiscal year. Claims must be at least $1,000 to be eligible to file with the State.
c) Prepare indirect cost rate proposals to accompany all claims if the resulting rate is above
10%.
d) Provide information to the Town about new claiming opportunities in a timely manner.
e) Provide liaison services between the Town and the State Controller for all claims filed by
the Consultant that are contested by the State Controller either through desk review or
field audit.
f) Assist with payment tracking and SB 90 claim tracking and coordination.
3) Relationship: The Consultant is an independent contractor and is not to be considered an
agent or employee of the Town.
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PRM Contract # 07:
Payment for Services
4) Compensation Amounts and Terms:
a) Compensation: In consideration for services provided under this Agreement, the TOWN
agrees to pay the CONSULTANT an amount equal to twenty percent (30%) of the amount
received from the State, to a cap of Two Thousand, Nine Hundred Dollars ($2,900).
b) Time of Payment: TOWN agrees to pay CONSULTANT for the services specified in
paragraph 2 as follows:
Upon the receipt of SB 90 payments for claims filed pursuant to paragraph 2, the TOWN
shall pay the CONSULTANT pursuant to Section 4 (a). The CONSULTANT shall provide
the TOWN with an invoice for the appropriate fee amount spelling out in this agreement.
TOWN agrees to pay CONSULTANT within thirty (30) days of receipt of this invoice. In
the event the TOWN makes a deal with the State for another benefit in lieu of actual
payments for claims filed under this agreement, the deferred compensation maximum amount
shown in paragraph 4 would be due to PRM at the time the TOWN receives the alternative
compensation or benefit. Furthermore, it is understood that CONSULTANT shall receive
"first dollar" from reimbursements received by the TOWN for claims filed by our firm. As
payments are received by the TOWN for any claims prepared by the CONSULTANT from
any fiscal year, the TOWN agrees to pay CONSULTANT'S fees with the first dollars
received until the outstanding fees are completely paid.
c) Term: The initial term of this agreement shall commence on July 1,2007, and conclude
June 30th 2008.
d) Automatic Renewal: This agreement will automatically renew at the same terms and
amounts for FY 2008-09 on July 1,2008; and for FY 2009-2010 on July 1, 2009. The City
may choose to cancel this contract provision at any time.
5) Town Responsibility:
a) Furnish Consultant with all available and necessary information, data, worksheets, and
documentation necessary for Consultant to perform the ser,vices hereunder in a timely
fashion. Consultant shall assume all data is accurate and, if supplied in a timely manner,
will file the claims in a timely manner.
b) Cooperate with Consultant in carrying out the work herein.
c) Provide adequate staff for liaison with the Consultant for each affected department.
d) Develop and maintain source documentation sufficient to support SB 90 claims that are
filed with the State for a period of at least three (3) years after the last date of claim filing.
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Town ofTiburon
PRM Contract # 07:
6) Consultant Liability: The Consultant will assume all data supplied by the Town is accurate
and correct. Any subsequent disallowance of funds paid to the Town pursuant to the SB 90
claims filed under this agreement is the sole responsibility of the Town. In any event, the
Consultant's total liability under this agreement shall not exceed the compensation received
by the Consultant for work pursuant to this agreement.
7) Termination: This agreement may be terminated; (a) by either party at any time for failure
of the other party to comply with the terms and conditions of this Agreement; (b) by either
party upon 10 days prior written notice to the other party; or (c) upon mutual written
agreement of both parties. In the event of termination, the Consultant shall stop work
immediately and shall be entitled to compensation for professional fees and expense
reimbursement to the date of termination and for any work necessitated by that termination.
8) Method and Place of Giving Notice, Submitting Bills and Making Payments. All
notices, bills, and payments shall be made in writing and may be given by personal delivery
or by mail. Notices, bills, and payments sent by mail shall be addressed as follows:
TO CITY:
Ms. Heidi Bigall
Dir. Of Admin. Services
1505 Tiburon Blvd.
Tiburon, CA 94920
TO CONSULTANT:
Brad Burgess,
Principal, Public Resource Management Group, LLC
1380 Lead Hill Blvd., Suite 106, Roseville, CA 95661
Wherefore, the parties have entered into this agreement as of the later of the dates stated below.
Approved:
Dated: June 4, 2007
Public Resource Management Group. LLC
1380 Lead Hill Blvd.
Roseville, CA 95661
Dated:
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, 2007
T own of Tiburon
By:
Title:
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Attached, please find two signed copies of the Professional Services Agreement '~.
between the Town of Tiburon and PRM. Please note that the contract price and
terms are identical to the previous contract, and should the Town so choose, it
will automatically renew without any increase for two additional fiscal periods.
Our hope is that you will be very pleased with this arrangement. If so, after your
review and signature, please return one copy to my attention at your earliest
convenIence.
Ms. Heidi Bigall
Dir. Of Admin. Services
T own of Tiburon
1505 Tiburon Blvd.
Tiburon, CA 94920
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ANAGEMENT GROUP LLC
June 4, 2007
Dear Heidi:
I am very thankful that I have been given the opportunity to work with you and
T own staff, and hope to continue our professional relationship. Please do not
hesitate to let me know if you should require anything further. I can be reached at
916.677.4233, or by email atdionalachapelle@prmgroup.net. Once again, thank
you very much, and I look forward to seeing you again soon.
Sincerely,
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Diona LaChapelle
Public Resource Management Group
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1380 Lead Hill Blvd.. Suite 106, Roseville, CA 95661
teI916-677-4233 fax 916-677-2283 www,prmgroup.net
PROVIDING PROFESSIONAL SERVICES TO GOVERNMENT