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HomeMy WebLinkAboutItem 4.07 ContractFin/AcctSvs (2) CITY CLERK File # D~][?l][72J-[3J[ll] . AGENDA STATEMENT CITY COUNCIL MEETING DATE: (January 23,1996) SUBJECT: ~ ~Contract Finance / Accounting Services ~ Report Prepared by: Paul S. Rankin, Assistant City Manager EXHIBITS ATTACHED: 1. Excepts From Proposal ~ /2. Proposed Agreement For Services RECOMMENDATION: (VV- Authorize the City Manager to execute the Agreement FINANCIAL STATEMENT: Services will be billed based upon the hours of service provided. Adequate Funds are available in the adopted 1995/96 budget. DESCRIPTION: As part of the adopted Fiscal Year 1995/96 Budget, the City Council approved a Higher Service Level within the Administrative Services Department. The approved increment related to the procurement of professional accountant services on a contract basis. A total of $29,700 was included in this budget increment. Staffhas developed a proposed agreement for services, which will address the ..City's current needs. Limitations of the Current Staffing Level Tee current City Staffing in the Administrative Services - Finance Division consists of the following positions: (1) (2) (1) Assistant City Manager / Administrative Services Director position Finance Technician II positions Office Assistant II position It should be noted that the Assistant City Manager position is allocated to divisions other than Finance and also serves as the Finance Director. Given that the City has a budget in excess of $20 million the Assistant City Manager must focus a significant amount of his time on the current financial operations, which limits the availability of time for other activities within the Administrative Services Department. In addition, the City accounting needs are growing more complex with the need to address specialized issues related to development projects now underway. The adopted budget identified the use of contract consulting services to assist in meeting the current workload. Proposed Services As noted in the discussion of the current City Staffing, the time required for the day to day operations of .the City finances impacts the ability to complete necessary tasks. The Scope of Services attached to the --------------------------------------------------------------------------------------------------------------------------------- COPIES TO: Joe Aguilar, VTDC ITEM NO. 4.1 . proposed Agreement (Exhibit 2) outlines some of the key areas where additional professional assistance is required. The identified tasks include: Assistance with development of accounting systems related to mitigation fees.; Administration of cost sharing agreements entered into with Developers and other public agencies.; Assistance with on-going finance duties of a complex nature.; and Other duties and assignment. as may be determined. The intent is to supplement the existing Staff with services provided by a highly skilled professional in order to make certain the City meets its obligations. Contractor Selection 1 Background Staff solicited input from the Alameda County Finance Officers Group regarding the availability and recommendation of personnel available to perform this type of assignment. Ideally, Staff believed it beneficial to identify someone who had direct governmental responsibility performing at a Finance Director level. Staff discussed the opportunity to provide professional services with four individuals who expressed an interest in the assignment. Through initial discussions and review Staff identified that two of the individuals were not a good match for the City's current needs. One individual had an hourly fee expectation in excess of $120 and a second potential service provider failed to respond with background materials. The third candidate offered good background experience, however, the time available for this assignment would be limited and constrained to a single day per week. Based upon these initial contacts Staff obtained a proposal from the accounting firm ofVavrinek, Trine, Day & Co.(VTDC). The firm has offices in both Northern California and Southern California, including an office in the City of Pleasant on. The firm has significant experience in providing services to public agencies. Recently, VTDC announced that it has acquired the Pleasanton based accounting firm of Gielow & Davis, which also has a strong background in providing services to public agencies. The resources available within the firm are viewed by Staff as adequate to address governmental accounting issues. . The firm has proposed to utilize Mr. Joe Aguilar as the Senior Manager responsible for the majority of the work undertaken as part of this agreement. Mr. Aguilar's resume and a summary of his background have been included in Exhibit 1. He has over 14 years of municipal experience, including agencies which were developing projects of a significant size. He also has experience working for an underwriter 1 financial advisor in reviewing and preparing the issuance of debt. This unique background will be helpful to City Staff in establishing the necessary accounting controls and records to support anticipated development activities. Estimated Work Effort 1 Cost The structure of the Agreement is intended to be flexible to allow Staff to obtain services on specific projects or activities. The agreement anticipates approximately 40 - 50 hours per month will be required, although the current budget appropriation would allow Staff to obtain additional services if deemed necessary. In any case Staff would not exceed the appropriation of $29,700 for this activity. The Agreement provides for an hourly billing rate of $75.00 per hour for Mr. Aguilar's services. It is expected that the services will be provided primarily at this rate. The agreement does include cost information on other classifications within the VTDC firm, in the event that these resources are desired. The rates for professional staff range from $60 per hour to $85 per hour. Conclusion Staff recommends that the City Council authorize the City Manager to execute the agreement. ..: .,- . EXCERPTS OF PROPOSAL SUBMITTED BY V A VRINEK, TRIN-E, DAY & Co. .-. . STAFF REPORT EXHIBIT 1 (\'llilil'c! 1'111 di, .\1 ( 1111111.1111'. l~d'I'11 \\"hilt', { .1: \. I illll.l ~..;. f I II It!. I "\ ( I (HII 0("\..1111, ~ Y.'>-. I,c', ill I l'lllli.llll. I 1'\, Ih'illil',.I~(I"",( I~\. 1.111"..... 11.11',;"" I. l'li, _. h 'I i ,\. \\ ("llg' '1, 1'1" I . (,;11\ I (.il Jwllil, 1,1'\ PI~l\.l'd \ I )dlllllil'I, 1.1' \ ( ; 1 ( '~:( II \ I', ( (It II, I 1 ~ \ I }f '1llli~ \ 1'1 ill,\~ll', I I' \, I ~l III ~. \\"1 lill', I '" 1:11\ J, 1:I,lil, t 1'\ 1,'lllt., \, l',lI fl'l. t ,I: \ Vnvrineh.,Trine, Day, & Co. \It 'III}" 'I', \IIII'lil ,Ill 1Il'.Iilllll' I I' "'llilil'III'III,!i1 'I I f tlllll.llll', .~l \'\'l,lllill' '-iI'I'tillll . ( ,11i11'llli,1 SIII'h'I\' III (.I'llilir'lll'lllllif \11111111101111.... \\t"..tt'ltl ,\........nc i;Hilllllll \1 (lIII/Hill,: Hlln" October 21, 1995 Attention: Paul Rankin Assistant City Manger City of Dublin 100 Civic Plaza P.O. Box 2340 Dublin, California 94568 RE: Proposal to Provide Part-Time Finance, Director Work, and Accounting Services Dear Paul: The firm ofVavrinek, Trine, Day & Co. is pleased to present this proposal to provide finance director work and accounting services to the City of Dublin. Our proposed services will provide the City of .... Dublin officials with the most up-to-date expertise and assistance in financial management and accounting services. Our firm currently provides accounting, consulting, and auditing services to eight cities, 22 independent banks, and 180 other governmental agencies. We are very familiar with managing investments, bonded debt, purchasing, business licenses, development agreements, financial reporting, payroll, accounts payable, monthly accounting, and budgeting practices. The services will be primarily provided by Joe Aguilar who has extensive experience in municipal finance, accounting, treasury functions, and bond issues. Mr. Aguilar has hands-on experience as a city finance director, investment banker, auditor, and city treasurer. The attached proposal delineates the deta.~~_~f~~~!.ospective WQrK. We 1.1Ope that <l~ YOll rcad through aLII' proposal, YOLl recognize tbe philosophy of our CPA firm is to " PI:ovl:lc each cllcnt with exceptional service, experience staff, ami an overall \\"Orking approach that will lIt YOllr necds. Thank you for considering our proposal. Should you have am. questions, please call Joe Aguil~lr at (SOO) 88<)-4410. . Yours very truly, t) SV'v~~~ \. "7,-,--~~,--~~--.____ .- Kevin T. Pulliam, Partner ofVAVRlNEK, TRINE, DAY & CO. I :112 F.. SII01W I\ve_. SIIII<; I (>:I l'rr:sllo. C^ ~U7 J 0 (:~O!l) 2.1B.OH71 . 1 'AX (2Wl) 2-1H-OH7S IQ70 I\Spell Slr(;('.1 . 1l00llCtlO CIJc;HrJOllg,l. (:.'\ P I TIll P.()- Box 1407 . nancllo Cucillllollga. C^ P J 72!l-.H07 (!lOP) .f()fi..f.I.IO' FAX (!lC>!I) 1 (;1j..1.'1-:II -1(j:~7 eft;JI )nl I )Ji\'(~, SlJitf' II H 1 "!('()Si II IItJl I, (:,\ ~H,:;B:{ {S I O} 2:!!)- I !)()() . J :;\X (:, I 0) ;?:~:~-I " 11\ C)~(}".1l\ non .- . . PROFILE OF VAVRINEI(, TRINE, DAY & CO. " 9592~5_PRO V A VRINEK, TRINE, DAY & CO. . PROFILE OF VAVRINEK, TRINE, DAY & CO. Vavrinek, Trine, Day & Co. is a large regional firm with an office located in Pleasanton. We currently have 12 partners with a total staff of 80, including 63 professionals. Several of our partners devote a large percent of their time in managing governmental audits and consulting engagements for local governmental agencies. Other areas of our practice include bank auditing and consulting, commercial auditing and consulting, tax, and bookkeeping services. Since the inception of our firm, Vavrinek, Trine, Day & Co. has specialized in governmental and nonprofit accounting and auditing. We have provided well over 2,000 audits and/or financial management reviews. We currently provide on-going auditing and consulting service to over 190 government agencies and 22 independent banks. Because the area of governnlental accounting is an extremely important part of our practice, we devote a large amount of resources and time to provide our clients with a quality product. Our staff has a unique blend of experience, technical knowledge, and management expertise in both the goverrnnental and banking industries which can only be found in an organization which has provided consulting services and audits for its clients since 1948. Vavrinek, Trine, Day & Co. has performed consulting services and audits of governmental agencies for several years. In addition to the investment review services, Vavrinek, Trine Day & Co. offers additional services which include, but are not limited to, preparation and review of governmental agency budgets, assistance in cash flow analysis, review of long-term and short-term debt financing agreements, the review of the electronic data processing requirements, and the review of internal control procedures. e:-: Our Commitment to Quality Vavrinek, Trine, Day & Co. is licensed to practice public accounting in the State of California and has complied with all applicable California Board of Accountancy requirements. In addition, we have had no regulatory actions which have been taken against our firm. For several years Vavrinek, Trine Day & Co. has been one of the few local firms which has required that its accounting and auditing practice be subject to the scrutiny of a peer review program. The peer review program is very important to us because we feel that our aim is to provide our partners and professional staff with the knowledge and talent which is necessary to provide exceptional services to our clients. We also require that the peer review performed be in accordance with the American Institute of Certified Public Accountants (AICP A) standards to allow us to be a member of the Private Companies Practice Section of the AI CPA. . 959245_PRO . .... .. . V A VRINEK, TRINE, DAY & CO. Our Commitment to Quality, Continued To meet this requirement, Vavrinek, Trine, Day & Co. belongs to the Western Association of Accounting Firms (W AAF) for our peer review program. As a member of this association, our audit procedures, working papers, and overall Firm quality is examined on a regular by another CPA firm. As part of the quality control review, all aspects of the Firm are examined, including our commitment to extensive governmental training for all professional staff. All professional staff receive at least 24 hours per year of continuing professional education (CPE) relating to governmental auditing and accounting. As evidenced by our commitment to excellence, Vavrinek, Trine, Day & Co. \vill provide the City of Dublin with quality financial management services. You will also know that our commitment to quality is reviewed by another CPA firm in accordance \"1th strict AICPA standards. We are proud that Vavrinek, Trine, Day & Co. has received an unqualified opinion on the quality of its accounting and auditing practice. 959245.PRO RESUMES OF KEY PERSONNEL 9S9245.PRO .- . . . . ... ... V A VRINEK, TRINE, DAY & co. Assigned Personnel The staff assigned to the City of Dublin has the ability to meet all of the expectations of the City . We feel the technical qualifications of the personnel selected for these advisory services and the qualifications of our firm allow us to provide the City with a comprehensive services of the highest quality. Since the quality of the work is directly dependent on the professional staff assigned to the engagement, we propose that Mr. Joe Aguilar will provide the primary services to the City. Resumes can be found in appendix i. Senior Manager Mr. Joe Aguilar joined Vavrinek, Trine, Day & Co. earlier this year after working as a contractual consultant for the Firm in delivering consulting services to our municipal clients. His experience as a former City Finance Director and Vice President of an investment banking firm brings a unique blend of perspectives in providing accounting services and financial management. Mr. Joe Aguilar managed the financial operations of agencies with budgets ranging from $20 million to $65 million after working with the Cities of RiaIto, Chino, Alhambra, and Rosemead. His experience includes financial management positions in both the contract city and full-services city environments. Mr. Aguilar most recently worked as an investment banker with the firm of Kinsell, Newcomb, O'Neal & De Dios, Inc. where he obtained his Series 7 license with the National Association of Securities Dealers (NASD). Mr. Aguilar worked a total of l4 years for various cities in the financial management area, including the issuance of 12 bonds issues and managing investment portfolios totaling $40 million. Engagement Partner Mr. Kevin Pulliam has been with Vavrinek, Trine, Day & Co. for over nine years. Mr. Pulliam is an Audit Partner with the Firm and has specialized in governmental auditing for several years. Mr. Pulliam has completed numerous consulting engagements with banks and governmental agenCIes. Comparable Experience Mr. Joe Aguilar served as Director of Finance for the City of Rial to, where he oversaw the functions of accounting, purchasing, data processing, budgeting, risk management, bond issues, investing bond proceeds, fiscal agent transactions, payroll, accounts payable, and utility billing. Mr. Aguilar perf o ffi1 ed similar duties in the Cities of Chino, Alhambra, and Rosemead. In Chino, he held the position of Management Services Director. In Alhambra and Rosemead, he worked as the Assistant Finance Director. 9592~5.PRO V A VRINEK, TRINE, DAY & CO. Comparable Experience, Continued Prior to Mr. Aguilar's financial management experience, he worked as an accountant, accounts payable clerk, and payroll clerk at the City of La Verne. Mr. Aguilar also provided contractual bookkeeping and accounting services to the Cities of South El Monte, Bell Gardens, Alhambra, and Walnut over the past several years. His background brings a unique blend of bookkeeping experience and financial management expertise. . Recently, Mr. Aguilar provided auditing services to Cities of ., Brentwood, Redlands, Malibu, Calimesa, Yucaipa, and Taft. As head of our Municipal Services division, he has provided consulting work to the Cities of Lake Forest, Colton, Taft, and Calimesa. 959245.PRO . . . . .: . * VTD & co. AUDIT TEAM JOE AGUILAR Senior Manager Firm Position Experience Professional Affiliations Education Professional Licenses Senior Manager Vavrinek, Trine, Day & Co., C.P.A.'s Worked fourteen years in city government and two years in the investment banking industry. Has worked as an independent consultant covering the areas of accounting, fraud audits, bank reconciliations, cash flows, and executive recruitment. Worked as the Director of Finance for two full- service cities with responsibilities over cash management, budgeting, accounting, data processing, utility billing risk management, purchasing, and various other administrative functions. Supervised departmental staffs of up to twenty-eight employees. Also worked as an Assistant Finance Director and Cost Accountant for other cities in both the full-service and contract city environments. Lead city staff member in the issuance of bonded debt. including tax allocation bonds, Mello-Roos bonds, certificates of participation (COPS), revenue bonds, assessment district bonds, tax and revenue anticipation notes (TRANS), and other forms of debt financing. Formulated first time GFOA award winning annual fmancial reports (CAFR's) for two different cities. Developed long- range capital improvement plans and financing strategy plans for various cities. Experience in compiling first time cost allocation plans and service fee studies for several cities. Served as a licensed investment banker and a financial advisor for a full- service investment banking firm. Extensive knowledge and background in the areas of Mello-Roos district formations, arbitrage rebate valuations, insurance joint powers agencies, and investment strategies. National Association of Securities Dealers (NASD) California Municipal Treasurer's Association (CMTA) Government Finance Officers Association (GFOA) California Society of Municipal Finance Officers (CSMFO) Bachelors of Arts - Business Administration University of LaVerne, LaVerne, CA National Association of Securities Dealers Registered Representative "The C.P.A. Finn YOll can trust for Personalized Service" * VrD & co. AUDIT TEAM . KEVIN PULLIAM, C.P.A. Audit Partner Firm Position Audit Partner Vavrinek, Trine, Day & Co., C.P.A.'s Length of Service August 1986 to Present E"Cperience Supervised audits for numerous governmental agencies, including cities, redevelopment agencies, special assessment districts, Joint Powers Agreements (J.P.A.'s), county office audits, school districts, and performed various management services functions over the past nine years. Also has supervised staff on those audits for over eight years. Responsible for staff training in the area of governmental auditing. Developed and updated governmental audit programs and checklists used by the fIrm. Responsible for several service work assignments which included: assisted in year-end closing; prepared year-end summaries and fInancial statements for CertifIcate of Participation issuances; federal and state grant reviews, and forecast reports for Long-Term Debt Issuances. ... Provided in-house training for Federal and State Grants, Federal and State Compliance, and Governmental Auditing. Professional Affiliatiolls American Institute of CertifIed Public Accountants California State Society of CertifIed Public Accountants California society of Municipal Finance Officers Education Bachelor of Science - Accounting - 1986 California State Polytechnic University, San Luis Obispo COil till uillg Professiollal Educatioll Has attended numerous governmental and other professional continuing education courses throughout each year. .. "The C.P.A. Fir/I! you can trust for Personalized Service" STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of January 23, 1996 by and between the CITY OF .DUBLIN, a municipal corporation ("CITY"), and Vavrinek, Trine, Day & Co. Certified Public Accountants., -:ONTRACTOR"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to CITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which CONTRACTOR uses for billing clients similar to CITY. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this .greement, the other term or condition shall control insofar as it is inconsistent with the general provisions. J. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by Paul S. Rankin, Assistant City Manager 1 Administrative Services Director ("ADMINISTRATOR"). All correspondence shall be directed to or through the ADMINISTRATOR or his or her designee. 7. NOTICES. Any written notice to CONTRACTOR shall be sent to: Mr. Kevin T. Pulliam, Partner Vavrinek, Trine, Day, & Co. Post Office Box 4407 Rancho Cucamonga California 91729-4407 Any written notice to CITY shall be sent to: Richard C. Ambrose, City Manager City of Dublin Post Office Box 2340 Dublin, California 94568 Executed as of the day first above stated: CITY OF DUBLIN a municipal corporation . Attest: Kay Keck, City Clerk By Richard C. Ambrose, City Manager FOR CONTRACTOR: ~.j.7.'~ ~'f ". 11 ~ ~ rr'iF' ~ \.{,~::;r.l"i1t .. :)lj .,: :.~"..1"~f..~l:!.. ~j t /~~ ~~ ~~ . ;~ [J~ry ~., f~ ~.~:".".~. ~~"'" . ...~ _...~........ . By Kevin T. Pulliam, Partner Vavrinek, Trine, Day, & Co., C.P.A.'s Exhibit A - Scope of Services FINANCE 1 ACCOUNTING CONSULTING SERVICES . General CONTRACTOR shall assist with providing interim professional services to CITY. The estimated work effort required is 40 - 50 hours per month. The actual hours will be related to the number and complexity of tasks assigned, and shall be subject to written approval of the City Manager or his designee. The assignment of the specific performance of tasks within this scope of services shall be determined by the City Manager or his designee. CONTRACTOR Scope of Services is intended to be flexible and based upon a services as needed arrangement as determined by CITY. The scope of specific assignments may include: Development Related Financial Records (Mitigation Fees) Management assistance with design and implementation of accounting systems necessary too monitor obligations associated with developer agreements, developer mitigation fees, assessment districts and other related matters. Records and subsidiary ledgers developed to track mitigation fees over multiple years and among various projects. In addition, the final design shall facilitate reporting requirements of AB 1600. Completion of this assignment may require the coordination of information from other CITY Departments. Administration of Specific Development Related Cost Sharing Agreements The City has entered into agreements associated with: Annexation Service Costs, Revenue Sharing With Alameda County on County Owned Property, Roadway Development Agreements (Alameda County - City Of.. Pleasanton & BART Loan). CONTRACTOR shall provide assistance with the establishment of necessary... ledgers and records to properly account for these activities and meet the terms of the obligations. ... Administration of Finance Activities Assist the Assistant City Manager 1 Administrative Services Director on an as needed basis with general review and oversight of financial reporting, accounts receivable, accounts payable, payroll, business license, and purchasing. CONTRACTOR may assist with special complex assignments related to analysis of fund balance, budget information, cash flow forecasting, etc. Accounting CONTRACTOR may be assigned complex accounting responsibilities; including preparation of journal vouchers and adjustments typically provided by a professional level accountant. CONTRACTOR shall assure that necessary documentation of accounting entries is adequate and in accordance with Generally Accepted Accounting Principles. Other Duties As mutually agreed by CONTRACTOR and City Manager or his designee, other duties may also be undertaken pursuant to the terms of this agreement. ..: . . 3. 4. . EXHIBIT B PAYMENT SCHEDULE 1. RA TE OF PAY. It is anticipated that the services to be performed under this Agreement will be primarily provided by Senior Manager Joe Aguilar. CONTRACTOR shall strive to undertake all assignments in an efficient professional manner. The extent of services are anticipated to require 40 to 50 hours per month. The total cost of services to be provided through June 30, 1996 shall not exceed $$29,700 (twenty-nine thousand seven hundred dollars). Thereafter, the maximum annual expenditure of any services retained by CITY shall be in accordance with the appropriated budget for this activity. The base rate of pay to the CONTRACTOR for performing services pursuant to this Agreement shall be as follows: Partner Senior Manager (Joe Aguilar) Manager Other Professional Staff Clerical $85.00 per hour $75.00 per hour $70.00 per hour $60.00 per hour $30.00 per hour HOURL Y RATE - ALL-INCLUSIVE. The hourly base rate shall be inclusive of wages, benefits, insurance, taxes, any overhead including profit, and transportation, lodging, and mileage expenses. ADDITIONAL SERVICES. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefore is agreed to in writing executed by the City Manager. Authorization shall be obtained prior to the time such extra service is rendered. TERMINATION. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof and shall terminate this Agreement. EXHIBIT C . CITY shall furnish physical facilities such as desks, filing cabinets, personal and conference space, as may be reasonably necessary for CONTRACTOR'S use while consulting with CITY employees and reviewing records and the information in possession of CITY. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of CITY. CITY may provide access to personal computer, fax machine, and telephone during any period when CONTRACTOR is working from CITY offices. . . EXHIBIT D GENERAL PROVISIONS eL INDEPENDENT CONTRACTOR. At all times during the term ofthis Agreement, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS; ETC. CONTRACTOR represents and warrants to CITY that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S obligations pursuant to this Agreement. 4. INSURANCE REQUIREMENTS. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his agents, representatives, .rnPIOyeeS or subcontractors. The cost of such insurance shall be included in the CONTRACTOR'S bid. (a) Minimum Scope ofInsurance. Coverage shall be at least as broad as: I. Insurance Services Office form number GL 0002 (Ed.l/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. (b) Minimum Limits ofInsurance. CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. e.. ... 3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of$I,OOO,OOO per accident. . (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must De declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials and employees; or the CONTRACTOR shall procure a bond guaranteeing payment, losses and related investigations, claim administration and defense expenses. (d) Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following prOVISIOns: l. General Liability and Automobile Liability Coverages. d. a. The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no special limitations on the scope of the protection afforded to the CITY, its officers, officials, employees or volunteers. b. The CONTRACTOR'S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not aff... coverage provided to the CITY, its officers, officials, employees or volunteers. . c. The CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by the CONTRACTOR for the CITY. 3. Professional Liability. CONTRACTOR shall carry professional liability insurance in an amount deemed by the CITY to adequately protect the CONTRACTOR against liability caused by negligent acts, errors or omissions on the part of the CONTRACTOR in the course of performance of the services specified in this Agreement. 4. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in .. limits except after thirty (30) days' prior written notice by certified mail, return recei ... requested, has been given to the CITY. . . (e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no lesl than A:VII. . .:'. 7. 8. . (f) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) Subcontractors. CONTRACTOR shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (h) The Risk Manager of CITY may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the CITY's interests are otherwise fully protected. 5. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever. 6. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All instruments of service of whatsoever nature which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. 10. 11. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. CONTRACTOR shall take all responsibility for the work, shall bear, all losses and damages directly or indirectly resulting to him, to any subcontractor, to the CITY, to CITY officers and employees, or to parties designated by the CITY on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences. other causes predicated on active or passive negligence of the CONTRACTOR or any subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the CITY, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the CONTRACTOR or subcontractors from liability under this paragraph. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be fl.mded by fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable rules and regulations to which CITY is bound by the terms of such fiscal assistance program. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this Agreement shall become the property of CITY upon completion of the work to be performed hereunder or upon termination of the Agreement. . .