CONTRACT 2934 Professional Services Agreement CLOSED293 4 . .
Agreement No.
CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
MAXIMUS, INC.
This AGREEMENT is entered into this 1st day of October, 2001, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and
MAXIMUS, Inc., a Virginia Corporation ( "MAXIMUS ").
1. CONSIDERATION.
A. As partial consideration, MAXIMUS agrees to perform the work listed in the
Scope of Services, below;
B. As additional consideration, MAXIMUS and CITY agree to abide by the terms
and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay MAXIMUS as specified below.
2. TERM. The term of this Agreement will be from October 1, 2001 to September 30, 2004.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate upon expiration of the term or termination as stated in Section 11.
3. SCOPE OF SERVICES. MAXIMUS will perform the following services:
A. MAXIMUS will prepare and file annual cost reimbursement claims on behalf of
CITY for state mandated costs during the 2000 -2001 fiscal year as included in the
State Controller's Claiming Instructions that are required to be filed by January
15, 2002;
B. MAXIMUS will prepare and file estimated annual cost reimbursement claims on
behalf of CITY for state mandated costs during the fiscal years of 2001 -2002,
2002 -2003, and 2003 -2004. MAXIMUS will also file eligible claims identified
by State Controller Claiming Instructions that are issued during those fiscal years.
C. All claims filed by MAXIMUS on CITY's behalf will be made to the extent that
supporting documentation is available and when the claim exceeds $200.
D. MAXIMUS may file claims of both direct and indirect costs on behalf of CITY.
In doing so, MAXIMUS may either use the ten percent (10 %) indirect cost rate
allowed by the State Controller or calculate a higher rate if CITY's records
support such a calculation. MAXIMUS is not required to prepare a central
service cost allocation plan or departmental indirect cost rate proposal for CITY.
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E. MAXIMUS will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
analyses, calculation, and all other means whatsoever, except as herein otherwise
expressly specified to be furnished by CITY, necessary or proper to perform and
complete the work and provide the professional services required of MAXIMUS
by this Agreement.
4. PAYMENTS. CITY will pay MAXIMUS for its services as follows:
A. State Mandated Cost Reimbursement Claims.
i. For State Mandated Cost Reimbursement Claims arising during fiscal year
2000 -2001, CITY will pay MAXIMUS a fixed fee of three thousand eight
hundred and fifty -two dollars ($3852) after MAXIMUS submits the
claims to the State Controller.
ii. For subsequent fiscal years, MAXIMUS's fixed fee will be as follows:
Fiscal Year
Fixed Amount
2001 -2002
$3852
2002 -2003
$4050
2003 -2004
$4250
iii. The fixed amounts will be paid in quarterly installments on the following
dates: September 1, December 1, March 1, and June 1.
B. Other Claims.
i. For claims other than Annual State Mandated Cost Reimbursement
Claims, CITY will pay MAXIMUS thirty percent (30 %) of the monies
paid by the State Controller in response to claims filed by MAXIMUS on
CITY's behalf. Notwithstanding the total amount received from the State
Controller, CITY will not pay MAXIMUS more than three thousand
dollars ($3000) for FY 2000 -2001 and 2001 -2002; three thousand one
hundred fifty dollars ($3150) for FY 2002 -2003; and three thousand three
hundred dollars ($3300) for FY 2003 -2004.
ii. Should the State Controller pay CITY less than one thousand six hundred
sixty -seven dollars ($1667) in any one fiscal year, CITY will pay
MAXIMUS a fixed fee of five hundred dollars ($500).
C. All payments due to MAXIMUS are due within 30 days after CITY receives
reimbursement from the State of California.
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5. CITY'S RESPONSIBILITIES.
A. At MAXIMUS's direction, CITY will provide all documentation, data, and
information necessary for MAXIMUS to make claims on CITY's behalf. To
make timely claims, information requested by MAXIMUS from CITY must be
provided within three (3) weeks of MAXIMUS's request or three (3) weeks
before the filing deadline, whichever is first.
B. CITY will inform MAXIMUS regarding reimbursements received from the State
of California in response to claims filed by MAXIMUS on CITY's behalf.
6. TIME FOR PERFORMANCE. MAXIMUS will not perform any work under this
Agreement until:
A. MAXIMUS furnishes proof of insurance as required under Section 19 of this
Agreement; and
B. CITY gives MAXIMUS a written, signed, Notice to Proceed. Should MAXIMUS
begin work on any phase in advance of receiving written authorization to proceed,
any such professional services are at MAXIMUS's own risk.
7. TAXPAYER IDENTIFICATION NUMBER. MAXIMUS will provide CITY with a
Taxpayer Identification Number.
8. PERMITS AND LICENSES. MAXIMUS, at its sole expense, will obtain and maintain
during the term of this Agreement, all necessary permits, licenses, and certificates that may be
required in connection with the performance of services under this Agreement.
9. PROJECT COORDINATION AND SUPERVISION.
A. Marcia Bender will be assigned as Project Manager for MAXIMUS and will be
responsible for job performance, negotiations, contractual matters, and
coordination with CITY's Project Manager.
B. Steve Jones will be assigned as CITY's Project Manager and will be personally in
charge of and personally supervise or perform the technical execution of the
Project on a day -to -day basis on behalf of CITY and will maintain direct
communication with MAXIMUS's Project Manager.
10. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
MAXIMUS under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from MAXIMUS's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
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11. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. MAXIMUS may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by MAXIMUS
will, at CITY's option, become CITY's property, and MAXIMUS will receive
just and equitable compensation for any work satisfactorily completed up to the
effective date of notice of termination, not to exceed the total costs under Section
4.
D. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
E. By executing this document, MAXIMUS waives any and all claims for damages
that might otherwise arise from CITY's termination under this Section.
12. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by MAXIMUS under this Agreement are CITY's property.
MAXIMUS may retain copies of said documents and materials as desired, but will deliver all
original materials to CITY upon CITY's written notice. CITY agrees that use of MAXIMUS's
completed work product, for purposes other than identified in this Agreement, or use of
incomplete work product, is at CITY's own risk.
13. INDEMNIFICATION.
A. Except as otherwise provided in this Agreement, MAXIMUS agrees to the following:
i. Indemnification for Professional Services. MAXIMUS will save harmless
and indemnify, including, without limitation, CITY's defense costs (including
reasonable attorney's fees), from and against any and all suits, actions, or
claims, of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising from any
negligent or wrongful act, error or omission by MAXIMUS or any of
MAXIMUS's officers, agents, employees, or representatives, in the
performance of this Agreement.
ii. Indemnification for other Damages. MAXIMUS indemnifies and holds
CITY harmless from and against any claim, action, damages, costs
(including, without limitation, attorney's fees), injuries, or liability, arising
out of this Agreement, or its performance. Should CITY be named in any
suit, or should any claim be brought against it by suit or otherwise, whether
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the same be groundless or not, arising out of this Agreement, or its
performance, MAXIMUS will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, elected and appointed
officials, and employees.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be maintained by
MAXIMUS as required by Section 19, and any approval of said insurance by CITY,
are not intended to and will not in any manner limit or qualify the liabilities and
obligations otherwise assumed by MAXIMUS pursuant to this Agreement, including,
without limitation, to the provisions concerning indemnification.
14. MAXIMUS'S LIMITATION ON LIABILITY.
A. CITY agrees that MAXIMUS should not be held accountable for CITY's failure to
provide MAXIMUS timely, accurate, and sufficient documents, data, or other
requested information. Accordingly, notwithstanding the provisions of Section 13,
MAXIMUS will not be liable for damages arising out of CITY's failure to fully,
accurately, and timely comply with MAXIMUS's requests for information.
B. CITY agrees that MAXIMUS should not be responsible for the State Controller's
failure to fully reimburse CITY for its claims to the extent that such disallowance
is not the result of MAXIMUS's professional negligence.
15. ASSIGNABILITY. This Agreement is for MAXIMUS's professional services.
MAXIMUS's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
16. INDEPENDENT CONTRACTOR CITY and MAXIMUS agree that MAXIMUS will act
as an independent contractor and will have control of all work and the manner in which is it
performed. MAXIMUS will be free to contract for similar service to be performed for other
employers while under contract with CITY. MAXIMUS is not an agent or employee of CITY
and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY
provides for its employees. Any provision in this Agreement that may appear to give CITY the
right to direct MAXIMUS as to the details of doing the work or to exercise a measure of control
over the work means that MAXIMUS will follow the direction of the CITY as to end results of
the work only.
17. AUDIT OF RECORDS. MAXIMUS will maintain full and accurate records with respect to
all services and matters covered under this Agreement. CITY will have free access at all
reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
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2934. .I
MAXIMUS will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
18. STATE AUDIT. If CITY or MAXIMUS is audited by the State of California, it will
cooperate with the State auditors as required. Upon CITY's request, MAXIMUS will assist
CITY in defending claims at the desk audit level if an audit results in a disallowance of at least
twenty percent (20 %) or seven hundred fifty dollars ($750), whichever is greater. MAXIMUS
will not contest reductions less than twenty percent (20 %) or seven hundred fifty dollars ($750),
whichever is lower. The parties agree that nothing in this Agreement will be construed to
include Incorrect Reduction Claims preparation.
19. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, MAXIMUS will procure and maintain the following types
of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
Type of Insurance Limits (combined sinelel
Commercial general liability: $1,000,000
Errors and omissions $1,000,000
Business automobile liability As required by State Statutes. A copy of
your current policy must be submitted
naming yourself and or your company.
Workers compensation $1,000,000
B. MAXIMUS will provide Commercial General Liability, Broad Form General
Liability and Business Automobile Liability insurance that meet or exceed the
requirement of ISO Forms GL0002, GL0404 and CA0001, Code 1, respectively,
in the most current State of California approved forms.
C. Commercial General Liability, Broad Form General Liability and Business
Automobile Liability policies required in this License will be endorsed to name
CITY, its officials, volunteers, and employees as "additional insureds" under said
insurance coverage, to state that such insurance will be deemed "primary" such
that any other insurance that may be carried by CITY will be excess thereto, and
to state that the policy(ies) will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
D. MAXIMUS will furnish to CITY a certificate of insurance, in the standard form
required by CITY, duly authenticated, evidencing maintenance of the insurance
required under this License and such other evidence of insurance or copies of
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2934....
policies as may be reasonably required by CITY from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a 2000 A.M. Best Company Rating of "A:VII."
E. If the term of this Agreement extends beyond the effective date of MAXIMUS's
insurance policies existing at the time this Agreement was executed, MAXIMUS
will, with or without notice from CITY, submit to CITY new proofs of insurance
complying in all respects with the requirements of this Agreement.
20. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
CITY MAXIMUS
Steve Jones Marcia Bender
City of El Segundo Maximus, Inc.
350 Main Street 4320 Auburn Blvd., Ste. 2000
El Segundo, CA 90245 Sacramento, CA 95841
Fax: (310) 322 -2756 Fax: (916) 485 -0111
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
21. NO THIRD PARTY BENEFICIARY. This Agreement and every provision herein is for
the exclusive benefit of MAXIMUS and CITY and not for the benefit of any other party. There
will be no incidental or other beneficiaries of any of MAXIMUS's or CITY's obligations under
this Agreement.
22. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
23. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets for the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the
parties to this Agreement and any subsequent successors and assigns.
24. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
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2934 .
25. AUTHORITY /MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's city manager, or designee, may execute any such amendment on behalf of CITY.
26. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
27. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, embargo, government action, civil or military authority, the natural elements, or
other similar causes beyond the Parties' control, then the Agreement will immediately terminate
without obligation of either party to the other.
28. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
DID CITY OF EL SEGUNDO,
a general law city.
City
ATTEST:
m
mdy Mo' n,
/City Cler
APPROVED AS
Mark D. Hensle T itv
By: v / v ,
/Karl H. Berger,
Assistant City A
MAXIMUS, INC.,
a Virginia Corporation.
�-
Vice-President
Taxpayer ID No.
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