MV Cheng & Associates CITY OF RANCHO PALOS VERDES
PROFESSIONAL/TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 10th day of
February, 2015, by and between the City of Rancho Palos Verdes (hereinafter referred
to as the "CITY") and MV Cheng &Associates (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows: temporary professional accounting
services.
1.2 Description of Services
CONSULTANT shall provide a professional accountant able to perform
work at the level of an Accounting Manager. The professional accountant shall perform
accounting work including, but not limited to, general ledger reconciliation, pre-audit of
certain tax revenue sources, and assistance with preparing financial reports.
1.3 Schedule of Work
CONSULTANT's professional accountant shall perform work at CITY
offices between the hours of 7:30 a.m. and 5:30 p.m., Monday through Thursday.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT at the rate of seventy-five
dollars ($75) per hour worked, not to exceed an aggregate total of twenty-five thousand
dollars ($25,000) for the services described in Article 1.
2.2 Terms of Compensation
CONSULTANT shall submit monthly invoices for hours worked during the
monthly period. CITY agrees to authorize payment for all undisputed invoice amounts
within thirty (30) days of receipt of each invoice. CITY agrees to use its best efforts to
notify CONSULTANT of any disputed invoice amounts or claimed completion
percentages within ten (10) days of the receipt of each invoice. However, CITY's failure
to timely notify CONSULTANT of a disputed amount or claimed completion percentage
shall not be deemed a waiver of CITY's right to challenge such amount or percentage.
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Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
2.3 Term of Agreement
This Agreement shall commence on February 9, 2015 and shall terminate
on June 30, 2015, unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
To the maximum extent permitted by law, CONSULTANT shall defend,
indemnify, and hold the CITY, its officials, officers, employees, agents and independent
contractors serving in the role of CITY officials, and volunteers (collectively"Indemnitees")
free and harmless from any and all claims, demands, causes of action, costs, expenses,
liabilities, losses, damages or injuries, in law or equity, to property or persons, including
wrongful death (collectively "Claims"), in any manner arising out of or incident to any acts
or omissions of CONSULTANT, its officials, officers, employees or agents in connection
with the performance of this Agreement, including without limitation the payment of all
consequential damages, attorneys' fees, and other related costs and expenses, except
for such Claims arising out of the sole negligence or willful misconduct of the Indemnitees.
With respect to any and all such Claims, CONSULTANT shall defend Indemnitees, with
counsel satisfactory to CITY, at CONSULTANT's own cost, expense, and risk and shall
pay and satisfy any judgment, award, or decree that may be rendered against
Indemnitees. CONSULTANT shall reimburse Indemnitees for any and all legal expenses
and costs incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. CONSULTANT's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by CONSULTANT or Indemnitees. All duties of
CONSULTANT under this Section shall survive termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each
occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement. Said
policy or policies shall be issued by an insurer admitted or authorized to do business in
the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or
better.
3.3 Professional Liability
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CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1,000,000) per claim and
aggregate for errors and/or omissions of CONSULTANT in the performance of this
Agreement. Said policy or policies shall be issued by an insurer admitted or authorized to
do business in the State of California and rated in Best's Insurance Guide with a rating of
A:VII or better. If a "claims made" policy is provided, such policy shall be maintained in
effect from the date of performance of work or services on the CITY's behalf until three
(3) years after the date of work or services are accepted as completed. Coverage for the
post-completion period may be provided by renewal or replacement of the policy for each
of the three (3) years or by a three-year extended reporting period endorsement, which
reinstates all limits for the extended reporting period. If any such policy and/or policies
have a retroactive date, that date shall be no later than the date of first performance of
work or services on behalf of the CITY. Renewal or replacement policies shall not allow
for any advancement of such retroactive date.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, a policy or policies of Automobile Liability
Insurance, with minimum of one million dollars ($1,000,000) combined single limit.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a) CONSULTANT shall provide immediate notice to the CITY if
CONSULTANT receives a cancellation or policy revision notice from the insurer.
(b) CONSULTANT agrees that it will not cancel or reduce any required
insurance coverage. CONSULTANT agrees that if it does not keep the aforesaid
insurance in full force and effect, CITY may either immediately terminate this Agreement
or, if insurance is available at a reasonable cost, CITY may take out the necessary
insurance and pay, at CONSULTANT's expense, the premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk certificates of insurance showing that the aforesaid policies
are in effect.
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3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation and
professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
This Agreement may be terminated at any time, with or without cause, by
the CITY upon thirty (10) days prior written notice or by CONSULTANT upon ninety (90)
days prior written notice. Notice shall be deemed served if completed in compliance with
Section 6.14.
In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT
for work satisfactorily done in accordance with all of the terms and provisions of this
Agreement as determined by the CITY; provided, in no event shall the amount of money
paid under the foregoing provisions of this paragraph exceed the amount which would
have been paid to CONSULTANT for the full performance of the services described in
this Agreement.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, reports, information, data, exhibits created or
developed by CONSULTANT pursuant to this Agreement ("Written Products") shall be
and remain the property of the CITY without restriction or limitation upon its use,
duplication or dissemination by the CITY.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the Acting Director of Finance or his or
her designee, and CONSULTANT shall notify CITY of CONSULTANT's designated
representative. These individuals shall be the primary contact persons for the parties
regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
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In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48), the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1990 (42 U.S.C. § 11200, et seq.).
6.3 Audit
The CITY or its representative shall have the option of inspecting, auditing,
or inspecting and auditing all records and other written materials used by CONSULTANT
in preparing its billings to the CITY as a condition precedent to any payment to
CONSULTANT. CONSULTANT will promptly furnish documents requested by the CITY.
Additionally, CONSULTANT shall be subject to State Auditor examination and audit at
the request of the CITY or as part of any audit of the CITY, for a period of three (3) years
after final payment under this Agreement.
6.4 Personnel
CONSULTANT represents that it has, or shall secure at its own expense,
all personnel required to perform CONSULTANT's services under this Agreement.
CONSULTANT shall make reasonable efforts to maintain the continuity of
CONSULTANT's staff who are assigned to perform the services hereunder and shall
obtain the approval of the Acting Director of Finance of all proposed staff members who
will perform such services.
6.5 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that CONSULTANT is
qualified and capable of furnishing the labor and expertise necessary to perform the
services in accordance with the terms and conditions set forth in this Agreement
6.6 Legal Action
6.6.1 Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement
shall be controlled by and construed under the laws of the State of
California, excluding California's choice of law rules. Venue for any
such action relating to this Agreement shall be in the Los Angeles
County Superior Court.
6.6.2 If any legal action or other proceeding, including action for
declaratory relief, is brought for the enforcement of this Agreement
or because of an alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, experts'
fees, and other costs, in addition to any other relief to which the party
may be entitled.
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6.6.3 Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT
when there is no allegation that CONSULTANT was negligent, CITY
shall compensate CONSULTANT for its testimony and preparation
to testify at the hourly rates in effect at the time of such testimony.
6.7 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY. Any such purported
assignment without written consent shall be null and void, and CONSULTANT shall hold
harmless, defend and indemnify the CITY and its officers, officials, employees, agents
and representatives with respect to any claim, demand or action arising from any
unauthorized assignment.
6.8 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over
the conduct of CONSULTANT or any of the CONSULTANT's employees, except as
herein set forth, and CONSULTANT is free to dispose of all portions of its time and
activities which it is not obligated to devote to the CITY in such a manner and to such
persons, firms, or corporations as the CONSULTANT wishes except as expressly
provided in this Agreement. CONSULTANT shall have no power to incur any debt,
obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an
agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of
its agents, servants or employees, are in any manner agents, servants or employees of
CITY. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT
under this Agreement, and to indemnify and hold the CITY harmless from any and all
taxes, assessments, penalties, and interest asserted against the CITY by reason of the
independent contractor relationship created by this Agreement. CONSULTANT shall fully
comply with the workers' compensation law regarding CONSULTANT and its employees.
CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure
of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall
have the right to offset against the amount of any fees due to CONSULTANT under this
Agreement any amount due to the CITY from CONSULTANT as a result of its failure to
promptly pay to the CITY any reimbursement or indemnification arising under this Article.
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6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.10 Entire Agreement
This Agreement represents the entire and integrated agreement between
CITY and CONSULTANT and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended, or
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provisions or breach may be waived, only by subsequent written agreement signed by
both parties.
6.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
6.12 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT constitute or be construed as a waiver by the CITY of any breach of
covenant, or any default which may then exist on the part of CONSULTANT, and the
making of any such payment by the CITY shall in no way impair or prejudice any right or
remedy available to the CITY with regard to such breach or default.
6.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
6.14 Notice
Except as otherwise required by law, any notice, payment or other
communication authorized or required by this Agreement shall be in writing and shall be
deemed received on (a) the day of delivery if delivered by hand or overnight courier
service during CITY's regular business hours or (b) on the third business day following
deposit in the United States mail, postage prepaid, to the addresses listed below, or at
such other address as one party may notify the other:
To CITY:
Responsible Person: Kathryn Downs
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Responsible Person: Misty Cheng
2021 Oakdale Street
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Pasadena, CA 91107
[Signatures on next page.]
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st.his; .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: 2. -'°-15 MV CHENG &ASSOCIATES
("CONSULTANT")
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Printed Name: fr1' TY '1• CK '"
Title: IPRES(Det L. cto
By:
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Dated: a, IS CITY OF RANCHO PALOS VERDES
("CITY")
By: CeLme7e.. ..-:-.?_1=1-__)
ATTEST -C. APPROVED AS TO FORM
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