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Contract - CBIZ Accounting - 2004-05-07 PROFESSIONAL SERVICES AGREEMENT FOR COSTA MFSA SANITA t DISTR CT THIS AGREEMENT is made and entered into this 7th day of May 2004, by and between the COSTA MESA SANITARY DISTRICT a California Sanitary District, hereinafter referred to as 'DISTRICT" and CBIZ Accounting, Tax & Advisory of Orange County Inc. a Corporation, hereinafter referred to as 'CONTRACTOR WITNFSSFTH WHEREAS, CONTRACTOR is a professional accounting and consulting firm and is knowledgeable and competent to perform the services described in this AGREEMENT and WHEREAS, DISTRICT desires to utilize the services of CONTRACTOR to serve as District Treasurer NOW THEREFORE, the parties agree as follows: I Scope of the Work CONTRACTOR shall act as District Treasurer as described below and in Exhibits A and B a. Long-term financial planning. b Ensunng financial statements are GASB 34 compliant. c. Placing and tracking District investments. d. Prepare monthly Treasurer s report. e. Prepare the annual Statement of Investment Policy f Preparation of the Distnct budget. g Attend Board meetings h. Attend Investment Oversight Committee meetings. i. Oversight of accounting personnel. j. Other duties as assigned. 2. Service% Prnvided a. CONTRACTOR shall provide all labor and supervision required to perform said services to meet the approval of the DISTRICT Manager/District Engineer b. The DISTRICT shall authorize any additional work in writing prior to CONTRACTOR beginning the extra work. 3 Gippliec and Fgnipment DISTRICT owns all computer hardware and software. CONTRACTOR assumes the risk of damage to any and all equipment furnished for use under this AGREEMENT including, but not limited to, computer equipment. 4 fl I nencation CONTRACTOR fees shown shall be billed hourly at the following hourly rates: $105 00/hour Managing Director Marc Davis $ 75 00/hour Senior Consultant Wendy Davis CONTRACTOR shall invoice the District monthly with a cutoff date of the 25th of each month. CONTRACTOR shall be paid after services are provided and approval of payments are made monthly on the District s register of warrants, approved at the District Board meeting regularly held the second Thursday of each month. 5 Rnsinecc Licence, CONTRACTOR shall, within five (5) days of executing this AGREEMENT obtain a current CITY OF COSTA MESA business license during the term of this AGREEMENT or any extension thereto. 6 Independent CONTRACTOR The parties agree that CONTRACTOR is an independent contractor who is being paid to produce a result. CONTRACTOR is in no way an employee of DISTRICT CONTRACTOR controls the means of accomplishing the work. CONTRACTOR shall pay all Federal and State payroll taxes for employees of CONTRACTOR and said employees shall in no way be deemed or construed to be employees of DISTRICT for any purpose. 7 Term The period of performance begins May 7 2004 with no expiration date. 8 Assignment No assignment of this AGREEMENT may be made without the express written consent of DISTRICT 9 T rm'n:tint' Either party shall have the right to terminate this AGREEMENT at a date earlier than specified in paragraph 7 without cause, by giving JD days written notice. 2 10 Notice The parties may give notice under this AGREEMENT by sending such notice certified mail addressed as follows: TO DISTRICT COSTA MESA SANITARY DISTRICT 77 Fair Drive, P O Box 1200 Costa Mesa, CA 92628 ATTN: Thomas Fauth, Assistant Manager, CMSD TO CONTRACTOR. CBIZ ATA of Orange County Inc. 2301 Dupont Dr Suite 200 Irvine, CA 92612 ATTN: Marc Davis Such notice shall be deemed received five(5) days after mailing whether signed for or not. 11 Integrabuu This AGREEMENT constitutes the entire AGREEMENT and understanding between the parties hereto, and It shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 12. No Waiver The failure of the DISTRICT at the time to require performance by the CONTRACTOR of any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same. Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. 13 Indemnity CONTRACTOR agrees to indemnify defend and hold harmless the DISTRICT, its officers, agents, employees and volunteers from any claims or liability arising out of the performance of this AGREEMENT save and except that caused by DISTRICTs sole active negligence. 14. Inauranre,. Throughout the performance of this AGREEMENT CONTRACTOR shall be required to have and maintain insurance in the form of a fidelity bond. 3 15. Attorney's Fees The parties agree that should any dispute arise concerning the interpretation of this AGREEMENT or regarding the performance or non-performance of this AGREEMENT that the prevailing party shall be entitled to reasonable attorney's fees. WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written. COSTA MESA SANITARY DISTRICT By' �.:_' At • lb AL.. President By Stretary CONTRACTOR By- r 4 Costa Mesa Sanitary District Responsibilities of District Treasurer The District Treasurer is a part time position, either by contract or as an employee of the District, the determination being made with consideration of the best interests of both parties. The District Treasurer is senior level position requiring responsible experience in government finance. The District Treasurer is responsible for the following activities along with any other related activities. 1. Investment of District Funds The Treasurer is responsible for investing District funds, currently near $11 million, in LAIF or corporate obligations in conformance with the District's Statement of Investment Policy and in conformance with government agency investment objectives of safety liquidity and yield. The Treasurer prepares a monthly summary report that is reviewed and approved by the Board of Directors at its regular meeting. 2. Yearly Budget Preparation and Presentation With the assistance of the District's Assistant Manager and mid level accountant, the Treasurer shall prepare the yearly District budget. The Treasurer shall review the budget at a study session with the Board and Staff, and then present the budget for formal adoption at a regular meeting. The District s total budget is approximately $6 6 million. 3. Preparation and Presentation of Financial Reports The Treasurer prepares a monthly report of monies on deposit for Board consideration at the monthly regular meeting. The Treasurer with the assistance with the District s on- staff mid level accountant, prepares a monthly financial report showing the year to date activity along side the budgeted funds for each line item. The report is presented to the Board for their consideration at the monthly regular meetings. 4. Long Term Financial Planning The Treasurer shall prepare as appropriate long-term financial plans to assist the District in achieving rate stability in its trash collection and sewer collection system operations. The District separated its trash collection program and the sewer system operation in 2001 and the rate for each must support its operations. The District is an independent special district and receives the majority of its funding through charges to the residents and businesses in the District 5. Attendance at Board of Directors Meetings and Staff Meetings The District holds its regular Board of Directors meetings on the second Thursday of the month at 6 PM. The Treasurer is required to attend the regular Board meetings and also attend any special Board meetings during the month that involve financial matters or other matters deemed appropriate for the Treasurer to attend. The Treasurer attends the monthly agenda-review meetings held the second Monday prior to the regular meeting at 8.30 AM. The agenda-review meeting date and time may be adjusted depending on the Treasurer's work outside the District. 6. Statement of Investment Policy The Treasurer shall recommend yearly revisions to the District s Statement of Investment Policy to conform to new or pending legislation. The Treasurer shall comment on current institutional controls insuring the safety of District finds and shall recommend appropriate improvements to the Board of Directors. 7 Investment Oversight Committee The Treasurer shall hold quarterly Investment Oversight Committee meetings and shall prepare the agenda and minutes of those meetings. Investment Oversight Committee meetings are normally held 30 minutes immediately prior to the regular monthly Board meetings and the committee is comprised of two Board members on a rotating basis, the Manager/District Engineer the Assistant Manager, and the Treasurer The subject matter for the meetings is as recommended by the Treasurer Staff, or as requested by the Board of Directors. 8. Yearly Audit The Treasurer is responsible for soliciting proposals and recommending a firm to prepare the yearly audit and for assisting the auditor in acquiring the necessary information to perform the audit. The auditor is requested to attend a Board meeting and present the audit. 9. Special Projects The Treasurer works on an as-needed basis for special projects such as when the District purchased $2.2 million of standardized trash containers, then refinanced the debt to take advantage of lower interest rates. The Treasurer is responsible for understanding the various methods of government financing of capital improvements and the implementation of such activity if so desired by the Board. Other examples of special projects are the conversion of the District's accounting system to conform to the requirements of GASB Statement No. 34 or analyzing a company's financial data for stability 10. Proposition 218 and other Legislation The Treasurer is expected to participate in discussions regarding Proposition 218 and other existing or future legislation related to the legality of charges, fees, user fees, standby charges, and assessments. CBIZ CBIZ Accounting, Tax & Advisory of Orange County, Inc. March 19 2004 Mr. Rob Hamers District Manager Costa Mesa Sanitary District 234 E. 17`h Street Costa Mesa, California 92627 RE PROPOSAL FOR OUTSOURCED TREASURER FUNCTION Dear Mr Hamers: CBIZ Accounting, Tax and Advisory of Orange County Inc. (CBIZ) is pleased to respond to your request to provide Treasurer services for the Costa Mesa Sanitary District (District). We understand that the services to be provided will include: • Long-term financial planning • Ensuring financial statements are GASB 34 compliant • Placing and tracking District investments • Preparing monthly Treasurer's report • Preparing the annual Statement of Investment Policy • Preparation of the District budget • Attend Board meetings • Attend Investment Oversight Committee meetings We understand that the above list may not be an all-inclusive list, and other duties may be required, especially during the period of transition from dependence upon the City of Costa Mesa. We also understand that the basic accounting functions will be performed by staff of the District. The services will be provided by either myself, or by Wendy Davis. I served as the District Treasurer for the period from August 1997 through August 1998. Ms. Davis has served in Treasurer or Deputy Treasurer capacities for the cities of Buena Park, Cypress and Orange. She is very familiar with the requirements of the California Government Code as they relate to investment policies, as well as financial planning and budgeting processes. 2301 Dupont Drive, Suite 200 Irvine, CA 92612 Ph: 949.474.2020 F 949.263.5520 Mr Rob Hamers District Manager Costa Mesa Sanitary District March 19 2004 Page Two In the initial period of transition, we propose to charge on an hourly rate basis due to the uncertainty surrounding the level of and frequency of services provided. Once the District reaches a point where the level and frequency of services stabilizes, we would recommend switching the fee to a fixed monthly amount. Our hourly rates are as follows. These hourly rates are inclusive of all travel and out-of-pocket expenses. Although only one individual would be assigned to assist the District, that individual has the full support and resources of our entire fum, at no additional cost to the District. Name Classification Hourly Rate Marc Davis Managing Director 1125 s/OS Wendy Davis Semor Consultant -W. 7;S Résumés will be provided upon request. We will invoice the District monthly for actual services performed. If the foregoing is m accordance with your understanding, please sign the copy of this letter in the space provided and return it to us. Sincerely CBIZ ACCOUNTING, TAX AND ADVISORY OF ORANGE COUNTY INC. Marcus D Davis Managing Director Accepted. COSTA MESA SANITARY DISTRICT By Title: Date-