1999-0803_MORELAND & ASSOCIATES_AgreementAGREEMENT FOR ANNUAL AUDIT SERVICES
THIS AGREEMENT is made and entered into this 3rd day of August 1999 by and
between the City of San Juan Capistrano Community Redevelopment Agency hereinafter
referred to as the ("Agency") and _Moreland & Associates hereinafter referred to as
("Consultant").
RECITALS:
WHEREAS, Agency desires to retain the services of Consultant regarding the
Agency's proposal to Conduct Annual Financial Audit Services: and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, Agency and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as set
forth in Exhibit "A," (Proposal of Audit Services - June 4, 1999), attached and incorporated
herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of its
profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and services
required hereunder shall be completed by no later than June 30, 2004 .
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
Twenty Seven Thousand Dollars (27 000), as set forth in Exhibit "B," attached and
incorporated herein by reference.
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3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit
"C," (Total All Inclusive Maximum Price - June 4, 1999) attached and incorporated herein
by reference. Included within the compensation are all the Consultant's ordinary office and
overhead expenses incurred by it, its agents and employees, including meetings with the
Agency representatives and incidental costs to perform the stipulated services. Submittals
shall be in accordance with Consultant's proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services which have
been satisfactorily completed and specifying a percentage of projected completion for
approval by the Agency. The Agency will pay monthly progress payments based on
approved invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from Agency
is required prior to Consultant undertaking any extra work.
3.4 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and expenses
incidental to services covered by this Agreement. These records will be made available at
reasonable times to Agency.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of Agency, and shall obtain no rights to any benefits which accrue to
Agency's employees.
Section 5 Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for Agency to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the Agency. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the Agency. If Consultant is
permitted to subcontract any part of this Agreement by Agency, Consultant shall be
responsible to Agency for the acts and omissions of its subcontractor as it is for persons
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directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and Agency. All persons engaged in the work will
be considered employees of Consultant. Agency will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract documents
as requested by the Agency, the Parties hereto shall execute an addendum to this Agreement
setting forth with particularity all terms of the new agreement, including but not limited to
any additional Consultant's fees.
Section Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) it has investigated the proposed construction site, including the
location of all utilities, and is aware of all conditions there; and (3) it understands the
facilities, difficulties and restrictions of the work under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by Agency, it shall immediately inform Agency of this and shall not
proceed with further work under this Agreement until written instructions are received from
the Agency.
Section . Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9 Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such interest
shall be employed by or associated with Consultant.
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Section 11. Conies of Work Product.
At the completion of the contract period, Consultant shall have delivered to Agency
at least one (1) copy of any final reports and architectural drawings containing Consultant's
findings, conclusions, and recommendations with any support documentation. All reports
submitted to the Agency shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and approval
of the Agency.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the Agency. All such
reports, information, data, and exhibits shall be the property of the Agency and shall be
delivered to the City upon demand without additional costs or expense to the Agency. The
Agency acknowledges such documents are instruments of Consultant's professional services.
All audit working papers shall be the property of the Consultant.
Section 13. Indemnity.
Consultant agrees to protect, defend and hold harmless Agency, its elected and
appointed officials and employees from any and all claims, liabilities, expenses or damages
of any nature, including attorneys' fees, for injury or death of any person or damage to
property or interference with use of property and for errors and omissions committed by
Consultant arising out of or in connection with the work, operation or activities of
Consultant, its agents, employees and subcontractors in carrying out its obligations under this
Agreement.
Section 14. Insurance.
Insurance required herein shall be provided by Admitted Insurers in good standing
with the State of California.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in the following minimum amounts:
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$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Errors and Omissions Coverage/Endorsement.
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Proof of the insurance shall be in the form of an endorsement.
If the policy of insurance is written on a "claims made" basis, said policy shall
be continued in full force and effect at all times during the term of this Agreement and for
a period of five (5) years from the date of completion of Consultant's Scope of Work.
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14.5 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to Agency, except
that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.6 Proof of Insurance Requirements.
Consultant shall submit the endorsement and insurance certificate, including
the deductible or self -retention amount, to the Agency's General Counsel for certification that
the insurance requirements of this Agreement have been satisfied prior to beginning any
work under this Agreement.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
Section 15, Termination.
Agency and Consultant shall have the right to terminate this Agreement without cause
by giving thirty (3 0) days' advance written notice of tennination to the other party
In addition, this Agreement may be terminated for cause by providing ten (10) days'
notice to the other party of a material breach of contract. If the other party does not cure the
breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure
period.
Section 16, Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall be
used for delivery of service of process:
To Agency: City of San Juan Capistrano
Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Director of Administrative Services
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To Consultant: Moreland & Associates
1201 Dove Street, Suite 680
Newport Beach, California 92660
Attention: Michael Moreland
Section 17, Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18, Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19, Entire Agreement,
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
B att Hart C firman v
CO_ b¢.D3Y Swerdlin, Vice Chairman
By:
Michael Moreland
ATTENTION:
&" 'Q
Cheryl Johnsa, Agency Secretary
TO FORM:
John R. 4ww, City Attorney
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