HomeMy WebLinkAboutFeth-Michel, Ginny 2018-10-17COU No. 1819137
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 17th day of October, 2018 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Ginny Feth-Michel, a sole -proprietorship [sole proprietorship, corporation, partnership, limited
partnership, limited liability company, etc.] organized and in good standing under the laws of the state of
California , hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to providing assistance with the preparation of
the City's 2018 Comprehensive Annual Financial Report, and mentoring Finance
department staff.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope -of -Work upon receipt of a Notice to Proceed from City and shall complete
the work to the City's reasonable satisfaction.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $20,000, unless agreed to in writing by
Std — ProfSvcsAgreement- November 20, 2008
PAGE 1 OF 7
COU No. 1819137
both parties. Labor charges shall be based upon hourly billing rates for the various
classifications of personnel employed by Consultant to perform the Scope of Work,
subject to the limitations and qualifications contained under the headings My Services,
Your Responsibilities and Other Matters, as set forth in the attached Attachment A,
which shall include all direct and indirect costs and expenses of every kind or nature.
4.2 Changes. Should changes in compensation be required because of changes to the
Scope -of -Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope -of -Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub -consultants shall be included within guaranteed not -to -exceed
amount set forth in Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Std — ProfSvcsAgreement- November 20, 2008
PAGE 2 OF 7
COU No. 1819137
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
1. Automobile Liability: $500,000 combined single limit per accident for
bodily injury and $100,000 property damage.
2. Accountants Professional Liability Insurance: $1,000,000 per occurrence.
3. Professional Liability Coverage
If written on a claims -made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend one year
from date of final invoice.
B. Subcontractors
Consultant shall include all subcontractors or sub -consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub -consultant. All coverage for sub -contractors or sub -consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other Toss, arising from the sole negligence, willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
Std — ProfSvcsAgreement- November 20, 2008
PAGE 3 OF 7
COU No. 1819137
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no
additional cost to City. Deliverables are identified in the Scope -of -Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County, subject to any mandatory
change of venue required by Code Civ. Proc. Section 394.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assignment. Consultants services are considered unique and personal. Consultant
shall not assign, transfer, or sub -contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
Std — ProfSvcsAgreement- November 20, 2008
PAGE 4 OF 7
COU No. 1819137
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed
hereunder, subject to off -set for any direct or consequential damages City may incur as
a result of Consultant's breach of contract.
7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH
DEPT. OF FINANCE
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
GINNY FETH-MICHEL, CPA
32590 OCEAN MEADOWS CIRCLE
FORT BRAGG, CALIFORNIA 95437
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
GINNY FETH-MICHEL, CPA
56�-Is• t2VG
IRS IDN Number
CITY OF UKIAH
BY:
SA SANGINC, OMO Date
CIMANAC-R
ATTEST
tM&
C TY CLERK
Std - ProfSvcsAgreement- November 20, 2008
PAGE 5 OF 7
Date
% /- a-- irk
Date
Attachment A — Scope of Work — Contract 1819137 — Ginny Feth-Michel, CPA
October 19, 2018
I am pleased to confirm my understanding of the services the City of Ukiah ("City") has asked me to perform.
Please read this scope of work carefully because it is important that all parties understand and accept the terms
under which I have agreed to perform services as well as the responsibilities of the respective parties under this
agreement.
My Services
I will apply the agreed-upon procedures listed below solely to assist the City with completing the City's 2018
Comprehensive Annual Financial Report and mentoring finance department staff in the areas of accounting
procedures and financial monitoring. My engagement to apply agreed-upon procedures will be performed in
accordance with attestation standards established by the American Institute of Certified Public Accountants. The
sufficiency of the procedures is solely the responsibility of the City's management, and I will require a written
acknowledgment of that responsibility at the end of my engagement. Consequently, I make no representation
regarding the sufficiency of the procedures or my report, either for the purpose for which my services have been
requested or for any other purpose. If, for any reason, I am unable to complete the procedures, I will describe any
restrictions on the performance of the procedures in a report or will withdraw without issuing a report as a result
of this engagement.
My engagement will be designed to perform the following agreed-upon procedures:
• Assist the City, as directed, with the completion of the City's 2018 Comprehensive Annual Financial Report,
and
• Mentoring finance department staff, as specified by the City, in the areas of accounting procedures and
financial monitoring.
At the end of my engagement, I will present the results of applying the agreed-upon procedures in the form of my
findings in a report. My accountants' report should be used only by the originally intended users and will include
a statement indicating that had I performed additional procedures, other matters might have come to my
attention that would have been reported to the City. As such, using this report for anything other than the original
intent of the agreed-upon procedures could mislead the readers. The City must notify me immediately if the
original users of the report change.
As determined by the City, the users of my report will be:
• Daniel Buffalo, Director of Finance
• Sage Sangiacomo, City Manager
By signing the agreement, the City acknowledges and understands that my engagement is limited in scope and
will be confined to the agreed-upon procedures. Because these procedures do not constitute an examination or
review, I will not express an opinion on these procedures, nor the sufficiency of these procedures for the City's
intended purpose.
My engagement cannot be relied upon to disclose errors, irregularities, or illegal acts, including fraud or
defalcations that may exist. I will inform the City of any material errors that come to my attention and I will inform
the City of any fraudulent financial reporting or misappropriation of assets that comes to my attention. I will also
1
inform the City of any violations of laws or governmental regulations that come to my attention, unless clearly
inconsequential.
As this engagement is not designed to be a fraud audit, the City understands and accepts the inherent limitations
of the services described in this agreement.
Your Responsibilities
By signing the agreement, the City acknowledges and understands that the City is responsible for ensuring
compliance with financial reporting standards, generally accepted accounting principles and for determining the
appropriateness of the agreed upon procedures for the City's specific purpose.
I understand that the City will provide me with the basic information required for my services and that the City is
responsible for the accuracy and completeness of that information. This responsibility includes providing me with
access to all records relevant to the subject matter and the agreed-upon procedures, and any information that I
may request to perform the procedures the City has agreed upon; as well as allowing me unrestricted access to
individuals within the organization from whom I may determine it necessary to obtain information.
In addition, the City is responsible for all management decisions and functions. That responsibility includes
designating qualified individuals with suitable skills, knowledge and/or experience to be responsible and
accountable for overseeing the agreed upon procedures I provide, as well as evaluating the adequacy and results
of those services performed. The City is responsible for establishing and maintaining internal controls, including
monitoring ongoing activities.
At the conclusion of my engagement, the City agrees to provide me with a management representation letter that
will confirm your understanding of your responsibilities as defined in this letter, which includes your responsibility
for selecting the procedures I will perform and for determining that such procedures are appropriate for the City's
particular purpose.
Other Matters
In accordance with the terms and conditions of this agreement, the City of Ukiah ("City") shall be responsible for
the accuracy and completeness of all data, information and representations provided to me for purposes of this
engagement. Because of the importance of the City's oral and written representations to the effective
performance of my services the City releases and indemnifies me from any and all claims, liabilities, costs and
expenses attributable to any misrepresentation by the City's representatives.
My fee for this engagement will be at $100 per hour. I will bill for services provided in the City office and for
telephone consultation in 15 -minute increments and for travel time from my home in Fort Bragg, CA to the City.
Payment for service is due when rendered, and monthly billings will be submitted as work progresses and
expenses are incurred. If billings are not paid when due, at my election, I may stop all work until the City's account
is brought current, or I may withdraw from this engagement. The City acknowledges and agrees that I am not
required to continue work in the event of the City's failure to pay on a timely basis for services rendered as
required by this engagement letter. The City further acknowledges and agrees that in the event I stop work or
withdraw from this engagement as a result of the City's failure to pay on a timely basis for services rendered as
required by this engagement letter, I shall not be liable for any damages that occur as a result of my ceasing to
render services.
It is my policy to keep records related to this engagement for seven (7) years. However, I do not keep any original
client records, so I will return those to the City at the completion of the services rendered under this engagement.
When records are returned to the City, it is the City's responsibility to retain and protect their records for possible
future use, including potential examination by any government or regulatory agencies.
2
By signing the agreement, the City acknowledges and agrees that upon the expiration of the seven (7) year period
I shall be free to destroy my records related to this engagement.
If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by
mediation administered by a mutually agreed upon mediator before restoring to litigation, except that under all
circumstances the mediator must follow the laws of California. The costs of any mediation proceeding shall be
shared equally by all parties.
I plan to begin my procedures on October 31, 2018.
3