HomeMy WebLinkAboutAGMT - Lance, Soll, and Lunghard (Audit Services for Successor Agency) AGREEMENT TO PROVIDE PROFESSIONAL
AUDITING SERVICES
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Successor Agency to the Seal Beach Redevelopment Agency
211 - 8th Street
Seal Beach, CA 90740
Lance, Soli, and Lunghard, LLP
Certified Public Accountants
203 North Brea Boulevard, Suite 203
Brea, California 92821
(714) 672-0022
This Professional Service Agreement ("the Agreement") is made as of
September 10, 2012 by and between Lance, Soll and Lunghard, LLP, Certified Public
Accountants ("Consultant"), and the Successor Agency to the Seal Beach
Redevelopment Agency ("Agency"), (collectively, the "Parties").
RECITALS
A. Pursuant to AB 1484, Agency desires to employ a licensed accountant,
approved by the county auditor-controller and with experience and expertise in local
government accounting, to conduct a due diligence review to determine the unobligated
balances available for transfer to taxing entities.
B. Consultant represents that it has the necessary professional skills and
experience to satisfactorily complete the required services in a timely manner.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
AGREEMENT
1. Scope of Services
1.1 Pursuant to Health & Safety Code Section 34179.6, Consultant shall
conduct a due diligence review to determine the unobligated balances available for
transfer to taxing entities and perform all other tasks required by Section 34179.6
("Services") as set forth in that certain letter dated August 28, 2012 (the "Proposal"). A
true and correct copy of the Proposal is attached hereto as Exhibit A. To the extent that
there is any conflict between the Proposal and this Agreement, this Agreement shall
control.
1.2 Consultant shall perform all Services under this Agreement in accordance
with the standard of care generally exercised by like professionals under similar
circumstances and in a manner reasonably satisfactory to Agency.
1.3 In performing this Agreement, Consultant shall comply with all applicable
provisions of federal, state, and local law.
1.4 Consultant will not be compensated for any work performed not specified
in the Proposal unless Agency authorizes such work in advance and in writing.
2. Term
2.1 This term of this Agreement shall be for a period of one year beginning
August 28, 2012 and ending August 27, 2013, unless previously terminated or extended
as provided by this Agreement.
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3. Consultant's Compensation
3.1 For all Services satisfactorily rendered, Agency will pay Consultant at the
hourly rates set forth in Exhibit B.
3.2 In no event will Agency pay Consultant more than $25,000.
3.3 Any additional work authorized by Agency pursuant to Section 1.4 will be
compensated at the hourly rates set forth in Exhibit B.
3.4 Consultant will not receive reimbursement for any expenses incurred by
Consultant.
4. Method of Payment
4.1 Consultant shall submit to Agency monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days
of the end of the month during which the services were rendered and shall describe in
detail the services rendered during the period, the days worked, number of hours
worked, the hourly rates charged, and the services performed for each day in the
period. Agency will pay Consultant within 30 days of receiving Consultant's invoice.
Agency will not withhold any applicable federal or state payroll and other required taxes,
or other authorized deductions from payments made to Consultant.
4.2 Upon 24-hour notice from Agency, Consultant shall allow Agency or
Agency's agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other records
maintained by Consultant in connection with this Agreement. Agency's rights under this
Section 4.2 shall survive for two years following the termination of this Agreement.
5. Termination
5.1 This Agreement may be terminated by Agency, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2 This Agreement may be terminated by Agency upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement
of comprehensive general liability insurance as required by this Agreement at least 20
days before the expiration date of the previous policy.
5.3 Consultant agrees to cease all work under this Agreement on or before
the tenth day of receiving such notice.
5.4 In the event that Agency terminates or cancels this Agreement due to no
fault or failure of performance by Consultant, Agency will pay Consultant for all Services
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satisfactorily rendered through the date of termination. In no event shall Consultant be
entitled to receive more than the "not-to-exceed" figures set forth in Section 3.2 for the
applicable fiscal year. Consultant shall have no other claim against Agency by reason
of such termination.
6. Party Representatives; Project Manager
6.1 Agency Manager, or designee, is Agency's representative for purposes of
this Agreement.
6.2 Deborah A. Harper is Consultant's primary representative for purposes of
this Agreement.
6.3 Deborah A. Harper is Consultant's Project Manager, who will have the
overall responsibility and will supervise the work performed by Consultant pursuant to
this Agreement.
7. Notices
7.1 All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the United
States Mail, first class postage prepaid and addressed to the party at the following
addresses:
To Agency: Successor Agency to the
Seal Beach Redevelopment Agency
211 — 8th Street
Seal Beach, CA 90740
Attn: Executive Director
To Consultant: Lance, Soil & Lunghard LLP
203 North Brea Boulevard, Suite 203
Brea, CA 92821
Attn: Deborah A. Harper
Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
8. Independent Contractor; Consultant's Personnel
8.1 Consultant is an independent contractor and not an employee of Agency.
All services provided pursuant to this Agreement shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods, and details of
performing the services. Any additional personnel performing services under this
Agreement on behalf of Consultant shall also not be employees of Agency and shall at
all times be under Consultant's exclusive direction and control. Consultant shall pay all
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wages, salaries, and other amounts due such personnel in connection with their
performance of services under this Agreement and as required by law. Consultant shall
be responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
8.2 Consultant represents that it has, or will secure at its own expense, all
personnel required to perform the services under this Agreement. All of the services
required under this Agreement will be performed by Consultant or under its supervision,
and all personnel engaged in the work shall be qualified to perform such services.
Consultant reserves the right to determine the assignment of its own employees to the
performance of Consultant's services under this Agreement, but Agency reserves the
right, for good cause, to require Consultant to exclude any employee from performing
services on behalf of Agency.
8.3 Consultant shall indemnify and hold harmless Agency and its elected
officials, officers, employees, servants, designated volunteers, and agents serving as
independent contractors in the role of Agency officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from
Consultant's personnel practices. Agency shall have the right to offset against the
amount of any fees due to Consultant under this Agreement any amount due to Agency
from Consultant as a result of Consultant's failure to promptly pay to Agency any
reimbursement or indemnification arising under this Section.
9. Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of Agency. Consultant is fully responsible to Agency for the performance of
any and all subcontractors.
10. Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of Agency. Any purported
assignment without such consent shall be void and without effect.
11. Insurance
11.1 Consultant shall not commence work under this Agreement until it has
provided evidence satisfactory to Agency that Consultant has secured all insurance
required under this Section. Consultant shall furnish Agency with original certificates of
insurance and endorsements effecting coverage required by this Agreement on forms
satisfactory to Agency. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf,
and shall be on forms provided by Agency if requested. All certificates and
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endorsements shall be received and approved by Agency before work commences.
Agency reserves the right to require complete, certified copies of all required insurance
policies, at any time.
11.2 Consultant shall, at its expense, procure and maintain for the duration of
the Agreement, insurance against claims for injuries to persons or damages to property
that may arise from or in connection with the performance of this Agreement. Insurance
is to be placed with insurers with a current A.M. Best's rating no less than A:VIII,
licensed to do business in California, and satisfactory to Agency. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001);
(2) Automobile Liability: Insurance Services Office Business Auto Coverage form
number CA 0001, code 1 (any auto); and (3) Professional Liability. Consultant shall
maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage and if Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Professional
Liability: $1,000,000 per claim/aggregate.
11.3 The insurance policies shall contain the following provisions, or Consultant
shall provide endorsements on forms supplied or approved by Agency to state:
(1) coverage shall not be suspended, voided, reduced or canceled except after 30 days'
prior written notice by certified mail, return receipt requested, has been given to Agency;
(2) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to Agency, its directors,
officials, officers, (3) coverage shall be primary insurance as respects Agency, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of Consultant's scheduled underlying
coverage and that any insurance or self-insurance maintained by Agency, its directors,
officials, officers, employees, agents and volunteers shall be excess of Consultant's
insurance and shall not be called upon to contribute with it; (4) for general liability
insurance, that Agency, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the services or
operations performed by or on behalf of Consultant, including materials, parts or
equipment furnished in connection with such work; and (5) for automobile liability, that
Agency, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insureds with respect to the ownership, operation, maintenance,
use, loading or unloading of any auto owned, leased, hired or borrowed by Consultant
or for which Consultant is responsible.
11.4 All insurance required by this Section shall contain standard separation of
insureds provisions and shall not contain any special limitations on the scope of
protection afforded to Agency, its directors, officials, officers, employees, agents, and
volunteers.
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11.5 Any deductibles or self-insured retentions shall be declared to and
approved by Agency. Consultant guarantees that, at the option of Agency, either: (1)
the insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects Agency, its directors, officials, officers, employees, agents, and volunteers; or
(2) Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
12. Indemnification, Hold Harmless, and Duty to Defend
Consultant shall defend, indemnify, and hold Agency, its officials, officers,
employees, volunteers and agents serving as independent contractors in the role of
Agency officials (collectively "Indemnitees") free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any acts or omissions of Consultant, its employees, or its agents in
connection with the performance of this Agreement, including without limitation the
payment of all consequential damages and attorneys' fees and other related costs and
expenses, except for such loss or damage arising from the sole negligence or willful
misconduct of Agency. With respect to any and all such aforesaid suits, actions, or
other legal proceedings of every kind that may be brought or instituted against
Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense,
and risk, and shall pay and satisfy any judgment, award, or decree that may be
rendered against Indemnitees. Consultant shall reimburse Agency and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses
and costs incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by Consultant, Agency, its directors, officials, officers,
employees, agents or volunteers. All duties of Consultant under this Section shall
survive termination of this Agreement.
13. Ownership and Confidentiality of Work Product
13.1 All reports, drafts, documents or other material, whether in written or
electronic form (collectively "Work Product"), developed by Consultant in connection
with all services provided pursuant to this Agreement shall be and remain the property
of Agency without restriction or limitation upon its use or dissemination by Agency.
Consultant shall deliver to Agency all Work Product upon termination of this Agreement.
13.2 Consultant, in the course of its duties, may have access to financial,
accounting, statistical, and/or personnel data of private individuals and employees of
Agency. Consultant covenants that all data, documents, discussion, or other
information developed or received by Consultant or provided for performance of this
Agreement are deemed confidential and shall not be disclosed by Consultant without
prior written authorization by Agency. Agency shall grant such authorization if the law
requires disclosure. Consultant shall surrender and return all such data to Agency
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immediately upon the termination of this Agreement. Consultant's covenant under this
Section shall survive the termination of this Agreement.
13.3 Notwithstanding the foregoing, pursuant to authority given by law or
regulation, Consultant may be requested to make certain audit documentation available
to a Cognizant or Oversight Agency or its designee, a federal agency providing direct or
indirect funding, or the U.S. Government Accountability Office for purposes of a quality
review of the audit, to resolve audit findings, or to carry out oversight responsibilities.
Consultant will notify Agency of any such request. If requested, access to such audit
documentation will be provided under the supervision of Consultant's personnel.
Furthermore, upon request, Consultant may provide copies of selected audit
documentation to the aforementioned parties. These parties may intend, or decide, to
distribute the copies or information contained therein to others, including other
governmental agencies.
14. Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex,
sexual orientation, or age. Such non-discrimination includes, but is not limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, or termination.
15. Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be insured
against liability for Workers' Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
16. Licenses and Compliance with Laws
16.1 Consultant will obtain all necessary licenses, permits and other approvals
to perform the Services and will pay all fees or taxes required for the issuance of the
same.
16.2 Consultant shall comply with all applicable federal, state, and local laws,
ordinances, codes, and regulations.
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17. Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both Parties.
18. Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
20. No Third Party Rights or Beneficiaries
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
21. Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. 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.
22. Prohibited Interests
22.1 Consultant maintains and warrants that it has not employed nor retained
any company or person, other than a bona fide employee working solely for Consultant,
to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, Agency has the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of
Agency, during the term of his or her service with Agency, shall have any direct interest
in this Agreement, or obtain any present or anticipated material benefit arising
therefrom.
22.2 Consultant and its officers, employees, associates and subcontractors, if
any, will comply with all conflict of interest statutes of the State of California applicable
to Consultant's services under this Agreement, including, but not limited to, the Political
Reform Act (Government Code Section 81000, et seq.) and Government Code Section
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1090. During the term of this Agreement, Consultant and its officers, employees,
associates and subcontractors shall not, without the prior written approval of Agency,
perform work for another person or entity for whom Consultant is not currently
performing work that would require Consultant or one of its officers, employees,
associates or subcontractors to abstain from a decision under this Agreement pursuant
to a conflict of interest statute. Consultant agrees that a clause substantially similar to
this Section shall be incorporated into any subcontract, which Consultant executes in
connection with the performance of this Agreement.
22.3 Consultant warrants and maintains that it has no knowledge that any
officer or employee of Agency has any interest, whether contractual, noncontractual,
financial, proprietary, or otherwise, in this transaction or in the business of Consultant,
and that if any such interest comes to the knowledge of Consultant at any time during
the term of this Agreement, Consultant shall immediately make a complete, written
disclosure of such interest to Agency, even if such interest would not be deemed a
prohibited "conflict of interest" under applicable laws as described in this Subsection.
23. Discrimination and Equal Employment Opportunity
In the performance of this Agreement, Consultant shall not discriminate against
any employee, subcontractor or applicant for employment because of race, color, creed,
religion, sex, marital status, national origin, ancestry, age, physical or mental handicap,
medical condition or sexual orientation. Consultant will take affirmative action to ensure
that subcontractors and applicants that are employed, and that employees are treated
during employment, without regard to their race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, medical condition or
sexual orientation.
24. Attorneys' Fees
If either party commences an action against the other party arising out of or in
connection with this Agreement, the prevailing party in such litigation shall be entitled to
have and recover from the losing party all of its attorneys' fees and other costs incurred
in connection with such action.
25. Time is of the Essence
25.1 Time is hereby expressly declared to be of the essence of this Agreement
and of each and every provision hereof; and each and every provision hereof is hereby
declared to be and made a material, essential and necessary part of this Agreement.
25.2 Due to statutory deadlines set forth in Health & Safety Code Section
34179.6, Consultant will use its best efforts to complete all Services necessary as
follows:
A) Due diligence review pursuant to Section 34179.5 of the Low and
Moderate Income Housing Fund and specifically the amount of cash and cash
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equivalents determined to be available for allocation to taxing entities so that Agency
can provide the results to the oversight board, the county auditor-controller, the
Controller, and the Department of Finance by October 1, 2012.
B) Due diligence review pursuant to Section 34179.5 for all of the other funds
and account balances and specifically the amount of cash and cash equivalents
determined to be available for allocation to taxing entities so that Agency can provide
the results to the oversight board, the county auditor-controller, the Controller, and the
Department of Finance by December 15, 2012.
26. Severability
Wherever 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.
27. Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
28. Corporate Authority
The persons executing this Agreement on behalf of the Parties warrant that they
are duly authorized to execute this Agreement on behalf of said Parties and that by their
execution, the Parties are formally bound to the provision of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective
authorized representatives have executed this Agreement as of the date and year first
above written:
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SUCCESSOR AGENCY TO THE SEAL BEACH
REDEVELOPMENT AGENCY CONSULTANT
By: i By: .r1,oar/ ■
ill R. ngram, Executi ►irector
Name ra-kdo''
Attest:
Its: Partner
By: i,, /, .i A A,-. I.
m�a Devine, agency Secretary
By:
Approved as to Form:
/ Name:
By: P,a l�r
�euinn Barrow, Agency Counsel Its: Partner
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EXHIBIT A
AUGUST 28, 2012 PROPOSAL
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Ls : 0000
00.0
CERTIFIED PUBLIC ACCOUNTANTS
o Brandon W.Burrows.CPA
David E.Hale,CPA,CFP
A Professional Corporation
o Donald G.Slater.CPA
V Richard K.Kikuchi,CPA
Susan F.Matz.CPA
n Shelly K.Jackley.CPA
t.Bryan S.Gruber.CPA
•Deborah A.Harper.CPA
August 28,2012
Ms.Jill R. Ingram
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Dear Ms. Ingram:
Lance, Soli & Lunghard, LLP (LSL) is pleased to provide this quote to perform your AB 1484 Due
Diligence Review for the City of Seal Beach. As a leader in the field of governmental accounting and
auditing, we appreciate this opportunity given us to present our professional qualifications. Because of
our extensive government experience (including Redevelopment Agencies) and since LSL currently
provides auditing services to your city, we are certain that Lance, Soll & Lunghard, LLP is the most
qualified accounting firm to provide this service.
In performing this Due Diligence Review, LSL will:
• Conduct a due diligence review to determine the unobligated balances available for transfer •
to taxing entities as stated in AB 1484 Sec.17 34179.5(a).
• This review will be summarized in an Agreed Upon Procedures Report which will summarize
the procedures performed and the results thereof.
Per Section 18 34179.6, "By October 1, 2012, each successor agency shall provide to the oversight
board, the county auditor-controller, the Controller, and the Department of Finance the results of the
review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and
specifically the amount of cash and cash equivalents determined to be available for allocation to taxing
entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county
auditor-controller, the Controller, and the department the results of the review conducted pursuant to
Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and
cash equivalents determined to be available for allocation to taxing entities." Since the required
procedures for the Due Diligence Review were just approved on August 27, 2012, the time frame in order
to accomplish these procedures in a timely manner is at best challenging. LSL will make every effort to
abide by the deadlines, however, due to the late approval of these procedures, we cannot and do not
guarantee that we will complete the review by the required filing dates. It will be the City's responsibility to
provide the attached requested documentation in its entirety at the timelines stated. Any pending items
will further the delay in the issuance of our report.
Lance,Soil&Lunghard,LLP 203 North Brea Boulevard • Suite 203 • Brea,CA 92821 • TEL: 714.672.0022 • Fax:714.672.0331 www.lslcpas.com
Orange County • Temecula Valley • Silicon Valley
0000
0000
°o
CERililtO PURIIC RCCOUPUARI$
Jill R. Ingram
City of Seal Beach
August 28, 2012
Towards this end, we would like to propose a not to exceed contract of$25,000 to perform your due
diligence review. Please sign below to acknowledge your understanding of these time constraints and
acceptance of this agreement and return to my attention. Should you or any other representative of the
City of Seal Beach have additional questions regarding this agreement, please do not hesitate to contact
Debbie Harper, Partner at(714)672-0022.
Very truly yours,
04, 0.4 9444 g44#143
' ' •
ngram, City of Seal ; h
•If •
Date
EXHIBIT B
HOURLY RATES
(Effective September 1, 2012)
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LsL.0;
C)O
CERTIFIED PUBLIC ACCOUNTANTS
o Brandon W.Burrows,CPA
o David E.Hale,CPA.CFP
A Processional Corporation
Donald G.Slater.CPA
o Richard K.Kikuchi.CPA
o Susan F.Matz.CPA
Shelly K.Jackley.CPA
o Bryan S.Gruber.CPA
n Deborah A.Harper,CPA
September 4, 2012
City of Seal Beach
Victoria L. Beatley
Director of Finance/City Treasurer
211 Eighth Street
Seal Beach, CA 90740
Partner $220
Manager $135
Supervisory $110
Staff $100
Lance.Soli&Lunghard,LLP 203 North Brea Boulevard •Suite 203• Brea.CA 92821 • TEL: 714.672.0022 • Fax: 714.672.0331 www.Islcpas.com
Orange County • Temecula Valley • Silicon Valley