Resolution No. 09914 r. ~ J ~ ~ i
1 RESOLUTION NO. 9914
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
4 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN INDEPENDENT CONTRACTOR AGREEMENT BY AND BETWEEN
5 THE CITY OF VERNON AND MORIARTY & ASSOCIATES, LLC
AND TERMINATING THE LETTER AGREEMENT WITH F. JAMES
6 MORIARTY DATED ON OR ABOUT FEBRUARY 4, 2008
7
8 WHEREAS, on February 4, 2008, -the City Council of the City
9 of Vernon adopted Resolution No. 9547 approving a Letter Agreement
10 dated on or about February 4, 2008 with F.-James Moriarty, CPA under
T1 .which Moriarty provides internal financial reporting services for the
12 Light & Power Department; and
13 WHEREAS, the City of Vernon and Moriarty desire to cancel
14 the Letter Agreement dated on or about February 4, 2008, and enter
15 into a new agreement under which Moriarty & Associates, LLC.
16 (~~Moriarty") will act as the Internal Auditor .for the City directly
17 reportable to the City Council at the .rate of $150.00. per-hour; and
18 WHEREAS, the City Council of the City of Vernon has
19 determined that, pursuant to the provisions of subsection.{a) of
20 Section 2.27 of the Vernon City Code, i~ is in the public interest and
21 necessity to enter into an Independent Contractor Agreement with
22 Moriarty.
23 NOW,. THEREFORE, BE IT RESOLVED BY THE CITY .COUNCIL OF THE
24 CITY OF VERNON AS FOLLOWS:
25 SECTION l: The City Council of the City of Vernon hereby
26 finds and determines that the recitals contained herein~above are true
27 and correct.
28 SECTION 2: The City Council of the City of Vernon hereby
1 .terminates the Letter Agreement dated on or about February 4, 2008,
2 with Moriarty effective immediately.
3 SECTION 3: The City Council of the. City of Vernon hereby
4 approves the Independent Contractor Agreement with Moriarty in
5 substantially th.e same form as the copy which is attached hereto as
6 Exhibit A and incorporated by reference.
7 SECTION 4: The City Council of the City of Vernon hereby
8 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and
9 on behalf of, the City of Vernon and the City Clerk or Deputy City
10 Clerk is hereby authorized to attest thereto.
11 SECTION 5: The City Council of the City of Vernon hereby
12 authorizes the City Administrator, or his designee, to make whatever
13 nonsubstantive, administrative and/or text changes, upon advice of
14 counsel, to the Agreement.
15 SECTION 6: The City Council of the City of Vernon hereby
16 approves and authorizes the City Administrator, or his designee, to
17 perform such acts and deeds as may be necessary or convenient to effect
18 the purposes of this Resolution and the transactions herein approved or
19 authorized and to execute any ,and all other documents as shall be
20 required to implement the Agreement.
21 SECTION 7: The City Council of the City of Vernon hereby
22 directs the City Clerk or her designee to send a fully executed
23 Agreement to Moriarty.
24 / / /
25 / / /
26 / / /
27 / / /
28 / / /
- 2 -
1 SECTION 8: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 13t'' day of April, 2009.
5
6
Name: Hilario Gonzales
7
Title: Mayor / Mayor Pro-Tem
8
ATTEST:
9
10
MANUELA GIRON, Cit -Clerk
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 3 -
1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
3
4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9914, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, April 13, 2009, and
g thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
10
11
MANUELA GI N, City Clerk
12
(SEAL)
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 4 -
EXHIBIT A
- INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made at
Vernon, California, this :13th day of April, 2009, by and between the City of Vernon, a California
municipal corporation (hereinafter referred to as the "City") and F. James Moriarty, CPA
(hereinafter referred to as the "Contractor").
l: ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on April 13th, 2009 and will continue in
effect until terminated by either party as set forth below.
3. DUTIES AND TIME EXPENDED:
i
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the services of an Internal Auditor. Contractor's duties shall
include but not be limited to the following: the Internal Auditor shall oversee a program of
internal audits, consultations, and investigations to improve performance and accountability;
conduct financial, operational, and performance audits; examine and evaluate practices, systems,
and internal controls for adequacy and effectiveness; participate in the development of standards
and methodologies to promote compliance with laws, regulations, and policies; and report
findings, recommendations, and corrective work plans to appointed and elected officials. The
Internal Auditor shall report to and have independent access to the full City Council. Except
where limited by law or Council policy, the Internal Auditor will be free to review and evaluate
.all policies, procedures, and practices found in the City and its related agencies. The Internal
Auditor may plan, assign and monitor work performed by individuals or teams assigned to
specific projects.
b. Contractor shall provide said services to City on an as needed basis.
4. COMPENSATION:
In consideration for the services to be provided by Contractor hereunder, City shall pay to
Contractor One Hundred Fifty Dollars ($150.00) per hour.
The City will pay Contractor for all hours worked, every two weeks, for the prior two-
week period.
Contractor shall, at its own cost and expense, be responsible for all fringe benefits.
IndependentContractor.Agt 1
5. TERMINATION OF CONTRACTOR:
a. Notice of Termination: This Agreement may be terminated by either party..
Contractor shall give (30) days written notice of termination of this Agreement to the other party.
City can terminate this Agreement at-will..
b. Automatic Termination: This Agreement shall automatically terminate
upon the occurrence of any of the following events:
• Death of Contractor;
• Gross negligence of Contractor
6. CONFIDENTIALITY:
a. Contractor and City each acknowledge that but for this Agreement to
provide services to City, Contractor would not necessarily become aware of City's proprietary
information regarding City's customers and business practices nor would Contractor become
aware of confidential information relating to such customers or City's methods of obtaining and
maintaining such customers. Contractor` acknowledges the inherent value of the customers and
the valuable reputation of
the City which has developed in the community throughout the years.
Contractor also acknowledges that nothing herein is intended to give Contractor any right or
interest therein, including, but not limited to existing customers and other confidential
information developed or created, in whole or in part, by Contractor while working for City.
b. During the term of this Agreement and for the three (3) year period
following the termination of Contractor's engagement hereunder, Contractor shall (a) keep
confidential and shall not disclose or otherwise use for Contractor's own benefit, the professional
and business practices, trade secrets or privileged information of City concerning the existing
customers, and shall keep such knowledge confidential in their dealings, (b) not disclose to any
person or use (except for the benefit of City) information obtained by them during the period of
Contractor's engagement with City as to the customers, business methods, financial statements
or any trade secrets, confidential or proprietary information respecting City, and its customers (c)
not, in any manner, interfere with City's ability to maintain existing customers. In the event of a
breach of this Paragraph, City shall be entitled to injunctive relief in addition to any other
remedies to which City may be entitled. at law or in equity.
7. STANDARD OF SERVICES:
Contractor shall assure that Contractor shall work diligently, exert Contractor's
best efforts in rendering services hereunder, and shall take all steps as shall be required to assure
that all services are competently rendered. Contractor shall at all times comply with all of the
terms and provisions of law and highest ethical standards relating to the business of the City.
8. CONTRACTUAL POWERS:
Except as otherwise provided in this Agreement, under no circumstances will City
be liable or responsible for any expenses or other obligations incurred by Contractor arising out
of Contractor's performance of services hereunder. Neither party shall have the authority to
IndependentContractor.Agt 2
obligate or bind the other to any contract, obligation or undertaking whatsoever with any third
party.
9. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the
following addresses:
City: City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Contractor: F. James Moriarty
1580 Renderer Drive
St. Louis, Missouri 63122
10. GOVERNING LAW/VENUE:
. This Agreement and all rights, obligations and liabilities arising hereunder shall
be construed and enforced in accordance with the laws of the State of California. This
Agreement has been negotiated and entered into in the County of Los Angeles, State of
California and in the event of any litigation arising our of this Agreement, venue shall be in the
County of Los Angeles, California.
11. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Any term of this
Agreement that shall be deemed or found to be contrary to such laws, rules or regulations shall
be severed herefrom and shall be null and void, but the balance of this Agreement shall
nevertheless remain in full force and effect. All ambiguities or inconsistencies shall be
interpreted so as to comply with such laws, rules and regulations. This Agreement shall not be
assignable by Contractor without the express written consent of City which consent maybe
unreasonably withheld.
12. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
13. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
IndependentContractor.Agt 3
14. RELATIONSHIP OF PARTIES:
In performing under this Agreement, (a) Contractor is, and shall at all times be,
acting and performing as an independent contractor to City, practicing and performing its duties
and responsibilities in accordance with its own judgment as to the method of rendering of such
services, and .Contractor is, and shall at all times be, acting and performing as an independent
Contractor. City shall not exercise control over the methods by which Contractor performs its
work nor shall City have the right to interfere with such freedom of action or prescribe rules or
otherwise control or direct the manner in which such services are performed. Such work,
function, and services shall be done and performed in accordance with the standard industry
methods and practices. The sole interest in the services performed by Contractor is that such
services be performed in a competent efficient, ethical, and satisfactory manner, and otherwise
carried out in a manner consistent with obtaining and satisfying the objections of City and
preserving and maintaining the goodwill and reputation of City. Nothing herein contained shall
prevent City from reviewing, instructing, and supervising Contractor's activities and professional
judgment to assure compliance with the foregoing and all applicable laws and rules of the State
of California.
City and Contractor shall not be in the relationship of employer/employee,
partners, or joint venturers, and neither party shall have the authority to obligate or bind the other
to any contract, obligation or undertaking whatsoever. City shall not make any deductions for
any payroll taxes, contributions for unemployment insurance or social security pensions,
annuities, or benefits which are measured by wages, salaries or other compensation paid to
Contractor nor shall Contractor be deemed an employee of City for purpose of withholding
payroll taxes, worker's compensation insurance, other insurance, pensions, annuities, or
otherwise.
15. OWNERSHIP OF RECORDS: ACCESS.
All records, files and databases concerning customers, whether they are prepared
by Contractor or come into possession of Contractor in any other manner, shall remain the sole,
exclusive and permanent property of City. Said materials shall not be removed from the
premises of City without the prior written consent of City. Further, Contractor agrees to turn
over said materials in Contractor's possession or under Contractor's control at the request of the
City or, in the absence of such a request, upon the termination of Contractor's relationship with
the City. Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all services rendered by
Contractor under this Agreement. Consistent therewith, City shall be responsible for the retention
and storing of all such records.
16. TAXES
Contractor agrees to pay and be responsible for paying all Federal, State and local
taxes for compensation received by Contractor from City while performing services for City:
IndependentContractor.Agt 4,
17. DISPUTE RESOLUTION
Any and all disputes that arise between the parties with respect to performance or
interpretation of this Agreement shall be submitted to binding arbitration. The arbitration shall
take place in Los Angeles County, California and both parties agree to submit to the jurisdiction
of an arbitration panel comprised of three retired judges of the Superior Court of Los Angeles
County, California under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Each party shall select a retired judge from the JAMS panel, and the two selected
judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties
does not select a retired judge from the JAMS panel within fourteen (14) calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by
JAMS and the judge selected by the other party will select the third judge for the panel. The
agreement of-two of the three arbitrators as to the resolution of the dispute shall be a conclusive
resolution. Both Parties agree that this arbitration procedure shall be the exclusive means of
redress for any disputes relating to or arising from this engagement, including disputes over
rights provided by federal, state or local statutes, regulations, ordinances and common law;
including all laws that prohibit discrimination based on any protected classification. The parties
expressly waive the right to a jury trial, and agree that the arbitrators' award shall be final and
binding on both parties, and not appealable. The arbitrators will have discretion to award
monetary and other damages, or to award no damages, and to fashion any other relief the
arbitrators deems appropriate. The arbitrators shall have discretion to award the prevailing party
its reasonable attorneys' fees and costs incurred in bringing or defending an action. Both parties
shall bear the costs of the arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
CITY OF VERNON
A Municipal Corporation
By:
NAME:
TITLE: MAYOR /MAYOR PRO-TEM
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
F. JAMES MORIARTY, CPA
IndependentContractor.Agt 5
AGREEMENT NOT
RECEIVED
e~ DER
"~~.f1~~ ' ~5~" ~ ~1?R~~J~p A~~ 1 ~ '09 t~liY (~~lllNC~~
dF~f[T INOJ~
CIT ILK ~lSTRISIjTfON
CITY ATTORNEY'S OFFICE ~ ~
INTER-DEPARTMENT MEMORAND ~ y ,
DATE: April 8, 2009
TO: Honorable City Council
FROM: Jeff A. Harrison, City Attorney
RE: Staff Report - F. James Moriarty, Independent Contractor
Agreement
Issue:
On February 4, 2008, the City Council adopted Resolution No. 9547
approving a Letter Agreement with F. James Moriarty, CPA ("Moriarty")
dated on or about February 4, 2008, under which Moriarty was to provide
internal financial reporting services for the Light & Power Department at
the rate of $125.00 per hour plus out-of-pocket expenses.
The City needs the services of a qualified person to furnish internal
auditing services within the City and Moriarty possesses the expertise and
knowledge to furnish the services required by the City.
Recommendations:
I recommend that the City terminate the Letter Agreement dated February 4,
2008, with Moriarty and adopt a resolution approving and authorizing the
execution of an Independent Contractor Agreement with Moriarty under which
Moriarty would act as the internal auditor for the City. Moriarty would.
be reportable directly to the City Council.
Fiscal Impact
$150.00 per hour plus out-of-pocket expenses.
cc: Eric Fresch
RESOLUTION NO. 2010-46
A RESOLUTION OF, THE CITY COUNCIL OF THE CITY OF
VERNON RESCINDING APPROVAL OF THE INDEPENDENT
CONTRACTOR AGREEMENT APPROVED BY RESOLUTION N0.
9914 AND APPROVING A PROFESSIONAL SERVICES
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
MORIARTY & ASSOCIATES, LLC FOR FINANCIAL MANAGEMENT
AND REPORTING SERVICES
WHEREAS, on April 13, 2009, the City Council of the City of
Vernon adopted Resolution No. 9.914 approving an Independent Contractor
Agreement with F. James Moriarty and terminating the letter agreement
approved by Resolution: No. 9547 and adopted on February 4, 2008; and
WHEREAS, the Independent Contractor Agreement was never
fully executed; and
WHEREAS, the City of Vernon and Moriarty & Associates, LLC
("Moriarty") desire to enter into a Professional Services Agreement
under which Moriarty will assist the City with administration of the.
.City's financial management and reporting system; and
WHEREAS, by memo dated March 22, 2010, the Director of Light
& Power recommends the City enter into an agreement setting forth the-
terms and conditions under which Moriarty will provide professional
services on an as needed basis; and
.WHEREAS, the City Council of the City of Vernon has.
determined that, pursuant to the provisions of subsection (b)(1) and
(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to enter into an agreement with Moriarty to
provide professional services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL, OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: .The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove are
true and correct.
...SECTION 2: The City Council. of the City of Vernon hereby
revokes its April 13, 2009, offer of, an .agreement to F. James Moriarty
and rescinds ids approval of the Independent Contractor Agreement
approved by Resolution No. 991.4.
SECTION 3: The City Council of the City pf Vernon hereby
approves the Professional Services Agreement, a copy of which is
attached hereto as Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Prp-Tem to execute the Professional
Services Agreement for, and on behalf of, the .City of Vernon and the
City Clerk, or Deputy City Clerk, is hereby authorized to attest
thereto.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever-
actions .are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 6: All resolutions, or parts of resolutions, not
consistent with or in conflict with this Resolution are superseded by
this Resolution.
SECTION 7: The City .Council of the City of .Vernon hereby
directs the City Clerk, or the. City Clerk's designee, to send the
fully executed Professional Services Agreement to Moriarty.
/ / /
/ / /
/ / /
2
SECTION 8: The City .Clerk of the City of Vernon shall
certify to the passage, approval and adoption. of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this 'City..
APPROVED AND ADOPTED this 29th day of March, 2010.
Name: Hilario Gonzales
Title: Mayor / ~
1`~~~~ prn-Te~"7
ATT ST:
Will rd G. Yam hi ity Clerk
3
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2010-46, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City :Council duly
held on Monday., March 29,.2010, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed thus ~ day of March, 2 10, at Vernon, California.
Willard G. m g c i, City Clerk
SEAL)
4
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Vernon, California this 29th day of March, 2010 ("Effective Date"), by and between the City
of Vernon, a California charter City, and California municipal corporation ("City") and Moriarty
& Associates, LLC, a Missouri limited liability company ("Contractor").
1. ENGAGEMENT:
City hereby engages Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on the Effective Date and will continue in
effect until terminated by either party as set forth below. Any services performed on or after
April 13, 2009, but prior to the Effective Date listed above, shall for all purposes be deemed to
have been performed pursuant to this Agreement, subject to the terms and conditions of this
Agreement.
3. SERVICES:.
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the following services: (i) administration of the City's .annual
budget process; {ii) administration of the City-wide Monthly Management Report (MNIlZ); (iii)
oversight of the credit review procedures associated with the City's natural gas and physical
power transactions with approved counterparties; and (iv) any other services directed in writing
by the City Administrator (collectively, the "Services").
b. Contractor shall provide Services to City on an as needed basis, as
authorized by the City Administrator.
c. Contractor will not be compensated for any work performed not specified
in this Section unless City authorizes such work in advance and in writing.
4. COMPENSATION:
a. City agrees to compensate Contractor; and Contractor agrees to accept in
full satisfaction for the services required by this Agreement, the hourly rate and expense
reimbursement set forth in Exhibit A ("Hourly Rate and Expenses"). The Hourly Rate and
Expenses shall. constitute reimbursement of Contractor's fee for the services as well as the actual
cost of any equipment, materials, and supplies necessary to provide the services (including
without limitation, all labor, materials, delivery, and tax as applicable).
1
12720-0001\1215203v3.doc
b. Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit A. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
5. METHOD OF PAYMENT:
a. Invoices. Contractor shall submit invoices every two (2) weeks for
services and. expenses. Invoices shall include the time period for which the Services were
provided, the dates of such Services, and a description of the Services provided for that billing
period. Each. invoice shall include copies of timesheets, if any, and other supporting documents
as City may require.
b. Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each. invoice as to all non-disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
6. STANDARD OF SERVICES:
a. Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactoryto City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
b. Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect, those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances,. laws and regulations. City, and its officers,
officials;. employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
c. All persons performing Services shall have all-the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
7. CONTRACTOR'S DUTIES AND REPRESENTATIONS:
Contractor represents, covenants and agrees as follows:
a. There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
b. Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the. Services
2
12720-0001\1215203v3.doc
contemplated by this Agreement. No person having any such interest shall be employed by or be
associated with Contractor.
c. There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
8. INDEPENDENT CONTRACTOR:
a. Contractor is and shall at-all times remain, as to City, a wholly
independent contractor, The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
- City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City. in any manner.
b. No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing Services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness. arising out of performing Services hereunder.
c. Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
9. TERMINATION OF CONTRACT:
a. Termination Right: This Agreement maybe terminated by either party at
any time, for any reason or for no reason,. with or without cause. Contractor shall give thirty (30)
days written notice of termination to City prior to terminating this Agreement. City may
terminate this Agreement with no notice.
b. Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination. Contractor shall have no other claim against City by reason of such
termination, including any claim for compensation.
c. Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in this Agreement,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor'sduties and activities hereunder.
3
12720-0001\1215203v3.doc
d. .All of the terms and conditions in the Agreement related to payment,
confidentiality, dispute resolution and waiver shall survive termination of this Agreement.
10. LIMITATION OF CITY'S LIABILITY:
City's liability on any kind of claim for any loss or damage arising out of, in
connection with, or resulting from this Agreement, shall in no case exceed the amount that would
be paid to Contractor for the full performance of the Services required by this Agreement. In no
event shall City be liable-for anticipated profits or for incidental, consequential or punitive
damages. -City shall not be liable for penalties of any description.
11. DEFAULT:
Contractor's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Contractor is in default under the terms of this Agreement,
City shall have no obligation or duty to continue compensating Contractor for any work
performed after the date of default.
12. CONFIDENTIALITY:
a. Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets, financial
statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs,
documents, materials or other information developed or created by Contractor, received by
Contractor, revealed to Contractor, or provided to Contractor for the performance of this
Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by
Contractor to any third party without City's prior written consent. City shall grant consent if
disclosure is legally required. All Confidential Information shall be returned to City upon the
termination of this Agreement. Contractor's covenant under this section shall survive the
termination of this Agreement. City may disclose to third parties any Confidential Information
at its sole discretion.
b. All Confidential Information shall remain the sole, exclusive and
permanent property of City. Said materials shall not be removed from the premises of City
without the prior written consent of City.
c. Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
(i) was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality
prior to receipt from City;
(ii) is or becomes generally known to the public without violation of
this Agreement;
4
12720-0001 \1215203v3.doc
(iii) is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to
disclose it without an obligation of confidentiality; or
(iv) information which is required to be disclosed pursuant to any court
order or directive having the force of law.
d. The provisions of. this section shall survive the termination of this
Agreement.
13. RECORDS RETENTION:
Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all Services rendered by
Contractor under this Agreement. Contractor shall provide all reports, records and
correspondence to City and City shall be responsible for the retention and storing of all such
records.
14. NOTICE:
Any notice required to be given pursuant to the provisions. of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the. parties at the
following addresses:
City: .City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, California 90058
Contractor: Moriarty & Associates, LLC
F. James Moriarty
1580 Renderer Drive
St. Louis, Missouri 63122
Mailed notices will be deemed communicated as of the day of receipt.
15, ASSIGNMENT AND SUBCONTRACTING:
Contractor shall. not assign or attempt to assign any portion of this Agreement, or
subcontract any required performance hereunder, .without the prior written approval of City.
Any assignment or subcontract made in violation of this section is invalid and void.
16. ARBITRATION AND VENUE:
Any dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope. or applicability of this Agreement to arbitrate, shall be determined by
arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be
5
12720-0001\1215203v3.doc
• administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All
decisions of the arbitrators shall be in writing, and the, arbitrators shall provide written reasons
for their decision. The arbitration decision shall be final and binding on the Parties: Judgment
on the award may be entered in any court having jurisdiction pursuant to this Agreement. This
clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a
court having jurisdiction pursuant to this Agreement: The exclusive jurisdiction and venue under
this Agreement shall be the Superior Court of California, Los Angeles County.
17, ATTORNEYS FEES:
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs,
which may be set by the arbitrators or the court in the same action or in a separate action brought
for that purpose, in addition to any other relief which is obtained
18. GOVERNING LAW:
This Agreement shall be interpreted and enforced according to, and the parties
rights and obligations governed by, the domestic law of the State of California, without regard to
its laws regarding choice of applicable law.
19. SEVERABILITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Whenever possible,
each provision of this Agreement shall be interpreted in such. a manner as to be valid under
applicable law. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect, and shall in no way be affected, impaired or invalidated.
20. ENTIRE AGREEMENT:
This- Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all-prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
21. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
.duly authorized representatives of both parties.
22. WAIVER:
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach whether of the same or other covenant or
condition; nor shall any delay or omission by either party to exercise any right it may have
6
12720-0001\1215203v3.doc
hereunder operate as a waiver of any breach or default of such a right. The failure of either party
to this Agreement to exercise any of its rights under this Agreement does not constitute a breach
thereof and shall no be deemed to be a waiver of such rights or a waiver of any subsequent
breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall
give the other .party any contractual rights by custom, estoppel, or otherwise.
23. FORCE MAJEURE:
Neither party shall be considered in default of any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean flood; earthquake, storm; fire, lightning, epidemic, war, riot,
civil disturbance or disobedience, federal,- state, or municipal action, statute, ordinance, or
regulation, embargoes of the United States Government or any other government, which by
exercise of due diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill
any of its obligations under this Agreement by reason of an uncontrollable force shall give
written notice within five (5) business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
24. CITY NOT OBLIGATED TO TIJIRD PARTIES:
City shall not be obligated or liable under this Agreement to any party other than
Contractor.
25. EXHIBITS:
All documents referenced as exhibits in this Agreement are hereby incorporated
in this. Agreement. In the event of any material discrepancy between the express provisions of
this Agreement and the provisions of any document incorporated herein by reference, the
provisions of this Agreement shall prevail.
26. HEADINGS:
Headings used in this Agreement are for convenient reference only and shall not
affect the interpretation of this Agreement.
27: AUTHORITY TO EXECUTE THIS AGREEMENT:
The person or persons executing this Agreement on behalf of Contractor warrants
and represents that he or she has the authority to execute this Agreement on behalf of Contractor
and has the authority to bind Contractor to the performance of its obligations under this
Agreement. .
[Signatures Begin on Next Page]
7
12720-0001\1215203v3.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
CITY OF VERNON, California charter City MORIARTY & ASSOCIATES, LLC, a
and California municipal corporation Missouri limited liability company
By; By:
HILARIO GONZALES
Mayor Name: F. JAMES MORIARTY
Title:
ATTEST:
By:
Name:
WILLARD YAMAGUCHI, City Clerk
Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
8
12720-0001\1215203v3.doc
EXHIBIT A
Hourly Rate and Expenses '
In consideration for the services to be provided by Contractor under this Agreement, City shall
pay to Contractor One Hundred Fifty Dollars ($150.00) per hour.
Contractor shall be entitled to reimbursement for all reasonable travel expenses, including air
transportation, motel, meals, car rental, gas and parking. Any other expense must be approved
in advance in writing by the City Administrator or his designee.
9
12720-0001\1215203v3.doc
~l
~rJ_ -
L F.~
i'
5
rv
0~~ OF 1II~ ~
43(b Santa Fe Avenue, Vem,on, California. 9tlfb5
Telephone (323) 5$3-5811
March 30, 2010 VIA HAND DELIVERY
F. James Moriarty
Moriarty & Associates, LLC
1580 Renderer Drive
St. Louis, MO 63122
Re: Professional Services Agreement for Financial Management and Reporting Services
Dear Mr. Moriarty:
Transmitted herewith are two partially executed original agreements as referenced above,
approved by City Council on March 29, 2010, through Resolution No. 2010-46.
Please ensure that a fully executed original agreement is returned to the attention of the
undersigned.
If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323)
583-8811 ext. 834.
Very ruly yours,
WILLARD G. YA A U
City Clerk
WY:dj
c: Donal O'Callaghan
Purchasing Department
Resolution Nos. 9914 & 2010-46
Agreement File No. 10-024
~C~iLSt`f1B~y I1I(~ilSt17l1~
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Vernon, California this 29th day of March, 2010 ("Effective Date"), by and between the City
of Vernon, a California charter City and California municipal corporation ("City") and Moriarty
& Associates, LLC, a Missouri limited liability company ("Contractor").
1. ENGAGEMENT:
City hereby engages .Contractor and Contractor hereby accepts such engagement
upon the terms and conditions hereinafter set forth.
2. TERM:
This Agreement will become effective on the Effective Date and will continue in
effect until terminated by either party as set forth below. Any services performed on or after
April 13, -2009, but prior to the Effective Date listed above, shall for all purposes be deemed to
have been performed pursuant to this Agreement, subject to the terms and conditions of this
Agreement.
3. SERVICES:
a. On the terms and conditions set forth herein, City hereby engages
Contractor to provide to City the following services: (i) administration of the City's annual
budget process; (ii) administration of the City-wide Monthly Management Report (MMR); (iii)
oversight of the credit review procedures associated with the City's natural gas and physical
power transactions with approved counterparties; and (iv) any other. services directed in writing
by the City Administrator (collectively, the "Services").
b. Contractor shall provide Services to City on an as needed basis, as
authorized by the City Administrator.
c. Contractor will not be compensated for any work performed not specified
in this Section unless City authorizes such work in advance and in writing.
4. COMPENSATION:
a. City agrees to compensate Contractor, and Contractor agrees to accept in
full satisfaction for the services required by this Agreement, the hourly rate and expense
reimbursement set forth in Exhibit A ("Hourly Rate and Expenses"). The Hourly Rate and
Expenses shall. constitute reimbursement of Contractor's fee for the services as well as the actual
cost of any equipment, materials, and supplies necessary to provide the services (including
without limitation, all labor, materials, delivery, and tax as applicable).
. 1
12720-0001\1215203v3.doc
b. Contractor shall be entitled to reimbursement only for those expenses
expressly set forth in Exhibit A. Any expenses incurred by Contractor that are not expressly
authorized by this Agreement will not be reimbursed by City.
5. METHOD OF PAYMENT:
a. Invoices. Contractor shall submit invoices every two (2) weeks for
services and expenses. Invoices shall include the time period for which the Services were
provided, the dates of such Services, and a description of the Services provided for that billing
period. Each invoice shall include copies of timesheets, if any, and other supporting documents
as City may require.
b. Payments by City. Payments of each invoice shall be made by City within
thirty (30) days following receipt of each invoice as to all non-disputed fees. If City disputes any
of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of
the disputed invoice. Any amounts in dispute shall be withheld until resolution.
6. • STANDARD OF SERVICES:
a. Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all. Services under this Agreement in accordance with the
standard of care and- skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
b. Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
c. All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
7. CONTRACTOR'S DUTIES AND REPRESENTATIONS:
Contractor represents, covenants and agrees as follows:
a. There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
b. Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
2
12720-000]\1215203v3.doc
contemplated by this Agreement. No person having any such interest shall be employed by or be
associated with Contractor.
c. There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony,
8. INDEPENDENT CONTRACTOR:
a. Contractor is and shall at-all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in-any manner.
b. No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall-not pay salaries,
wages, or other compensation to Contractor for performing Services hereunder for-the City. City
shall not be liable for compensation or indemnification. to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing Services hereunder.
c. Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
9. TERMINATION OF CONTRACT:
a. Termination Right: This Agreement may be terminated by either party at
any time, for any reason or for no reason, with or without cause. Contractor shall give thirty (30)
days written notice of termination to City prior to terminating this Agreement. City may
terminate this Agreement with no notice.
b. Payment Upon Termination. In the event this Agreement is terminated
without cause pursuant to this section, City shall pay Contractor for work performed up to the
time of termination. Contractor shall have no other claim against City by reason of such
termination, including any claim for compensation,
c. Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confdential Information, as defined in this Agreement,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
3
12720-OOOI\1215203v3.doc
d. All of the terms and conditions in the Agreement related to payment,
confidentiality, dispute resolution and waiver shall survive termination of this Agreement.
10. LIMITATION OF CITY' S LIABILITY:
City's liability on any kind of claim for any loss or damage arising out of, in
connection with, or resulting from this Agreement, shall in no case exceed the amount that would
be paid to Contractor for the full performance of the Services required by this Agreement. In no
event shall City be liable for anticipated profits or for incidental, consequential or punitive
damages. City shall not be liable for penalties of any description.
11. DEFAULT:
Contractor's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Contractor is in default under the terms of this Agreement,
City shall have no obligation or duty to continue compensating Contractor for any work
performed after the date of default.
12. CONFIDENTIALITY:
a. Confidential Status: Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets, financial
statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs,
documents, materials or other information. developed or created by Contractor, received by
Contractor, revealed to Contractor, or provided to Contractor for the performance of this
Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by
Contractor to any third party without City's prior written consent. City shall grant consent if
disclosure is legally required. All Confidential Information shall be returned to City upon the
termination of this Agreement. Contractor's covenant under this section shall survive the
termination of this Agreement. City may disclose to third parties any Confidential Information
at its sole discretion.
b. All Confidential Information shall remain the sole, exclusive and
permanent property of City. Said materials shall not be removed from the premises of City
without the prior written consent of City.
c. Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
(i) was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality
prior to receipt from City;
(ii) is or becomes generally known to the public without violation of
this Agreement;
4
12720-000111215203v3.doc
(iii) is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to
disclose it without an obligation of confidentiality; or
(iv) information which is required to be disclosed pursuant to any court
order or directive having the force of law.
d. The provisions of this section shall survive the termination of this
Agreement.
13. RECORDS RETENTION:
Contractor shall prepare and maintain, or cause to be prepared and maintained,
necessary or appropriate reports, records and correspondence relating to all Services rendered by
Contractor under this Agreement. Contractor shall provide all reports, records and
correspondence to City and City shall be responsible for the retention and storing of all such.
records.
14. NOTICE:
Any notice required to be given pursuant to the provisions of this Agreement shall
be in writing and sent by certified mail, return receipt requested, and mailed to the parties at the
following addresses:
City: City of Vernon
Attention: City Administrator
4305 Santa Fe Avenue
Vernon, California 90058
Contractor: Moriarty & Associates, LLC
F. James Moriarty
1580 Renderer Drive
St. Louis, Missouri 63122
Mailed notices will be deemed communicated as of the day of receipt.
15,"ASSIGNMENT AND SUBCONTRACTING:
Contractor shall not assign or attempt to assign any portion of this Agreement, or
subcontract any required performance hereunder, without the prior written approval of City.
Any assignment or subcontract made in violation of this section is invalid and void.
16. ARBITRATION AND VENUE:
Any dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this Agreement to arbitrate, shall be determined by
arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be
5
12720-0001 \1215203v3.doc
• administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All
decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons
for their decision. The arbitration decision shall be final and binding on the Parties. Judgment
on the award maybe entered in any court having jurisdiction pursuant to this Agreement. This
clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a
court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under
this Agreement shall be the Superior Court of California, Los Angeles County.
17. ATTORNEYS FEES:
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs,
which may be set by the arbitrators or the court in the same action or in a separate action brought
for that purpose, in addition to any other relief which is obtained
18. GOVERNING LAW
This Agreement shall be interpreted and enforced according to, and the parties
rights and obligations governed by, the domestic law of the State of California, without regard to
its laws regarding choice of applicable law.
19. SEVERABII,ITY:
It is the intention of both parties that the terms of this Agreement be construed so
as to comply with the laws, rules and regulations of the State of California. Whenever possible,
each provision of this Agreement shall be interpreted in such a manner as to be valid under
applicable law. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect, and shall in no way be affected, impaired or invalidated.
20. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the subject matter hereof
have been made other than as expressly set forth herein.
21. AMENDMENTS:
This Agreement may be amended only by an instrument in writing executed by
duly authorized representatives of both parties.
22. WAIVER:
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach whether of the same or other covenant or
condition; nor shall any delay or omission by either party to exercise any right it may have
6
12720-000111215203v3.doc
hereunder operate as a waiver of any breach or default of such a right. The failure of either party
to this Agreement to exercise any of its rights under this Agreement does not constitute a breach
thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent
breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall
give the other party any contractual rights by custom, estoppel, or otherwise.
23. FORCE MAJEURE:
Neither party shall be considered in default of any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot,
civil disturbance or disobedience, federal, state, or municipal .action, statute, ordinance, or
regulation, embargoes of the United States Government or any other government, which by
exercise of due diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome.. Either party rendered unable to fulfill
any of its obligations under this Agreement by reason of an uncontrollable force shall give
written notice within five (5) business days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
24, CITY NOT OBLIGATED TO THIItD PARTIES:
City shall not be obligated or liable under this Agreement to any party other than
Contractor.
25. EXHIBITS:
All documents referenced as exhibits in this Agreement are hereby incorporated
in this Agreement. In the event of any material discrepancy between the express provisions of
this Agreement and the provisions of any document incorporated herein by reference, the
provisions ofthis Agreement shall prevail.
26. HEADINGS:
Headings used in this Agreement are for convenient reference only and shall not
affect the interpretation ofthis Agreement.
27. AUTHORITY TO EXECUTE THIS AGREEMENT:
The person or persons executing this Agreement on behalf of Contractor warrants
and represents that he or she has the authority to execute this Agreement on behalf of Contractor
and has the authority to bind Contractor to the performance of its obligations under this
Agreement. .
[Signatures Begin on Next Page]
7
12720-000111215203 v3 . doc
' IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and -year first above written.
CITY OF VERNON, California charter City MORIARTY & ASSOCIATES, LLC, a
and California municipal corporation Missouri limited liability company
• 4.
By: p By: ~ ~rns~ ~
HILARIO GONZ ES
Mayor Name: F. JA''`MES MORIARTY
Title: l~ 1.2~j~ ~~_(~i./
ATT T;
By:
Name:
WIL ARD U HI, i y Clerk
Title:
APPROVED AS TO FORM:
~ i~
LA CE S. WIENER, City Attorney
8
12720-0001\1215203v3.doc
EXHIBIT A
EXHIBIT A
Hourly Rate and Expenses '
- In consideration for the services to be provided by Contractor under this Agreement, City shall
pay to Contractor One Hundred Fifty Dollars ($150.00) per hour.
Contractor shall be entitled to reimbursement for all reasonable travel expenses, including air
transportation, motel, meals, car rental, gas and parking. Any other expense must be approved
in advance in writing by the City Administrator or his designee.
9
12720-0001\1215203v3.doc
~C~~~
MAR 2 5 2010.
STAFF REPORT clrrCLERK'
S OFFICE
LIGHT.& POWER
DATE:. March 24, 201.0 \J
2U\
TO: Honorable. Mayor and City Council .z~
a
FROM: Donal O'Callaghan, Director of Light & Power
RE: Moriarty & Associates, LLC Agreement
The Department of Light & Power has been. receiving consultant services from: Moriarty
& Associates, LLC formerly known as F. James .Moriarty, CPA since February 4, 2008
as stated in Resolution No. 9547. Moriarty & Associates, LLC will continue to provide
the-.City with services relating to the. administration of the City's financial management
and reporting system, which include administration of the City's annual budget process,
administration of the City-wide Monthly Management Report (MMR), oversight of the
credit review procedures associated with the- City's .natural gas and physical power
.transactions-with approved counterparties, and. any other services .directed in writing by
the City Administrator.
On April 13, 2009, the City Council approved .Resolution No~' 9914. In that .Resolution,
the City Council terminated. the prior letter-agreement with F. James Moriarty, CPA, and
.approved , a form- of .agreement under which those services would .continue to be
performed.. The agreement approved by Resolution No. 9914 was neverfullyexecuted.
A revised. agreement has been approved as to form by the City Attorney's office .under
...which Moriarty and Associates, LLC ("Moriarty") will provide.. services formerly
performed by F. James Moriarty. The-new. agreement will cover the-work performed by
...Moriarty. between April 13, 2009 and the present, as well as Moriarty's continuing
services.
Recommendation:
am recommending rescinding approval of the proposed ,agreement approved by
Resolution No. 9914, and the approval of the attached agreement- for continuation of
Moriarty & Associates, .LLC services. .
Fiscal Impact:
It is anticipated the cost of these consulting services will not exceed $330,000.00 for
fiscal year July 1, 2009. through June 30, 201'0.
Attachment MAR 2 4 -2010
~a~:-I~w'^ y'.Oo
INTEROFFICE MEMORANDUM
Light & Power Department
DATE: March 24, 2010
TO: Donal O'Callaghan
Director of Light and Power
~ ~7~
FROM: Javier Valdez ~~R 5 2010
Senior Business & Accounts
SUBJECT: Moriarty & Associates, LLC A reement C~~ C~FR~~~
g
The. Department of Light & .Power has been receiving consultant services -from Moriarty &
Associates, LLC formerly known as F. James Moriarty, CPA since February 4, 2008 as stated in
Resolution Na 9547. Moriarty & Associates, LLC will continue to provide the City with
services relating to the administration of the City's financial management and reporting system,
which include administration of the City's annual budget process, administration of the City-
wide Monthly Management Report (MMR), oversight of the credit review procedures associated
with the City's natural gas and physical power transactions- with approved counterparties, and
any other services directed in writing by the City Administrator.
On April 13, 2009, the City Council approved Resolution No. 9914. In that Resolution, the City
Council terminated the prior letter agreement with F. James Moriarty, CPA, and approved a form
of agreement. under which those services would continue to be .performed. The agreement
approved by Resolution No. 9914 was never fully executed. A revised agreement has been
approved as to form by the .City Attorney's office under which Moriarty and Associates, LLC
{"Moriarty") will provide services formerly performed by F. James Moriarty. The -new
agreement will cover the work performed by Moriarty between April 13, 2009 and the present,
as well as Moriarty's continuing services.
Recommendation:
I am recommending rescinding approval of the proposed agreement approved by Resolution No,
9914,. and the approval of the attached agreement for continuation of Moriarty & Associates;
LLC services.
DOC:jv
c: Document Control
Project Control ~
MAR 2 4 .2010