HomeMy WebLinkAboutCC AG PKT 2008-01-14 #I
AGENDA REPORT
e
DATE:
January 14,2008
TO:
Honorable Mayor and Council Members
THRU:
David Carmany, City Manager
FROM:
Robbeyn Bird, Director of Administrative ServicesITreasurer
SUBJECT:
Request for Proposal (RFP) for Annual Auditing Services
SUMMARY OF REQUEST:
The proposed City Council action will authorize staff to initiate the request for proposal
process so that a contract may be awarded for annual auditing services.
BACKGROUND:
In April 2005, the City contracted with Moreland & Associates, Inc., certified public
accountants to provide annual auditing services. With expiration of their agreement, staff
requests authorization to initiate the RFP process to retain auditing services beginning
with the fiscal year ending 2008.
e
.Cities often alternate-auditors on a regular basis, a prudent' and responsible practice. The.
City will entertain proposals from highly respected auditing :!inns within the field of
government accounting and auditing, including its current auditor.
Attached for your review is a copy of the request for proposal for audit services.
FISCAL IMPACT:
There is no immediate impact to the General Fund as the auditing fees were budgeted for
fiscal year 2007/08 and 2008/09.
RECOMMENDATION:
Staff recornmends that the City Council authorize staff to initiate the request for proposal
process.
NOTED AND APPROVED:
e..u,. '1"IV ~
Robbeyn Bird, CPA
Director of Administrative ServiceslTreasurer
~
Davidw cinany
City Manager
e
ATIACHMENTS:
Request for Proposal
Agreement for Auditing Services
Agenda Item I
e
CITY OF SEAL BEACH
REQUEST FOR PROPOSAL
PROFESSIONAL AUDITING SERVICES
OOOOlA\~1r
A. INTRODUCTION
The CIty of Seal Beach (CIty) is requesting proposals from qualified firms of certifIed
publIc accountants to audit its financial statements for the fiscal years ending June 30,
2008, June 30, 2009, and June 30, 2010. These audIts are to be performed in
accordance with auditIng standards generally accepted in the United States of
Amenca and the standards applIcable to financial audIts contained in Government
Auditing Standard, issued by the Comptroller General of the United States including
the new swte of audItIng standards issued by the American Institute of Certified
Public Accountants (SAS Nos. 104 through 111), and the proVIsions of the Federal
Single AudIt Act in accordance with the OffIce of Management and Budget (OMB)
Circular A-133, Audits of States, Local Governments and Non-Profit Organizations.
e
There is no expressed or implIed obligation for the City to reimburse respondIng
fIrms for any expenses incurred in preparing proposals in response to thIS request.
Proposals will only be accepted from parties that are free from all obligations and
interests that rmght conflict with the best interest of the CIty and are able to provide
serVIces on a tImely baSIS m accordance WIth the tImetable lIsted m Section E of this
request.
Five copies of the proposal must be received by no later then 5:00 p.m., February 15,
2008, at the address listed below for your firm to be consIdered for this engagement:
Robbeyn Bird, CPA
Director of Administrative Serviceslrreasurer
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Proposals submItted will be revIewed and evaluated by CIty staff to determIne which
firm best meets the needs of the City. Oral intervIews will be held for the top firms
submitting proposals. The City reserves the right to retain all proposals submitted and
to use any ideas in a proposal regardless of whether that proposal is selected.
SubrmsslOn of a proposal indIcates acceptance by the firm of the conditIons contamed
m thIS request for proposal, unless clearly and specifIcally noted in the proposal
submItted and confirmed in the contract between the City and the firm selected.
e
It IS anticIpated that the selection process will be complete by March 31, 2008.
Following the notIficatIOn of the selected firm and CouncIl approval, it IS expected
that a contract will be executed between both parties by April 30, 2008.
1
e
B. GENERAL INFORMATION
1. The CIty of Seal Beach
The CIty of Seal Beach is a Charter City in the State of CalIfornia located in
northern Orange county. The City was incOlllorated on October 25, 1915, and
operates under a CouncIl-Manager form of government. The City is a coastal
community consisting of approximately 18.2 square miles with an estimated
populatIon of 25,300. The CIty IS bordered by Garden Grove, Long Beach, Los
AlamItos, Huntington Beach, and Westminster.
2. Organizational Structure
The City has a Council-Manager form of government WIth fIve members on the
City CouncIl. The City has approximately 92 full-time employees and 40 part-
time employees. Dunng the summer months, addItIonal part-tIme staff is
employed by the CIty's recreatIon and lifeguard departments.
e
Seal Beach operates as a "full service city', pnmarily utilizing contracts with
other governmental entIties, private firms and mdivlduals to provide the
supplemental municipal services to the communIty. City services include polIce,
water, sewer, road maintenance, and planning, buIldIng and engineenng services.
FIre protection IS provided by the Orange County Fire Authority.
The CIty's princIpal revenue sources are property taxes (27%), utIlity users tax
(21%), and sales & use taxes (15%).
3. Accounting System
The City and the Seal Beach Redevelopment Agency (Agency) fmanclal records
are maintamed by the AdminIstratIve ServIces Department. The accounting
records are computerized on a PC network utIlizmg Springbrook software
applIcatIOns. The City and the Agency currently share one bank account through
which most of the banking actIvIties flow. The City and the agency Issue
approximately 5,000 checks, excludIng payroll, per year. There are no known
exceptions to accountIng pnnciples generally accepted in the UnIted States or
other matenal accountIng problems.
Copies of the City's comprehensive annual financial report (CAFR) and the
Agency's basIC financial statements are aVaIlable upon request at City Hall at the
following address:
e
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
2
e
4. Name of Contact PersonslLocation of Offices
The audItor's princIpal contact WIth the City will be Robbeyn Bird, Director of
Adnnnistrative ServIces, or a deSIgnated representative, who will coordinate the
assistance to be provided by the City to the audItor. Reasonable workspace will be
provided along with access to a telephone line, photOCOPYIng facilities and
facsimile machines.
5. Fmance Department and Clerical Assistance
The Fmance Department staff and responsible management personnel WIll be
available during the audit to assIst the firm by proVIding information,
documentatIon and explanations. The preparation of confIrmations WIll be the
responsibIlity of the City, with the assistance of the auditor. In addition,
reasonable clerical support will be made available to the auditor for the
preparatIon of routine letters and memoranda.
C. SCOPE OF AUDITING AND ACCOUNTING SERVICES
The scope of the audIt shall mclude all funds and accounts of the City and Agency.
e
1. The audItors shall accept the responsIbility of expressing an opmion on the
fmanclal statements of the governmental activitIes, the business-type activities,
each major fund and the aggregate remaimng fund information of the City and the
Agency. If a Single AudIt is required, the audItors shall proVIde opinions as to the
compliance WIth the Federal Smgle AudIt Act m accordance with the Office of
Management and Budget (OMB) Cu'Cular A-133, Audits of States, Local
Governments and Non-Profit OrganIZations.
2. The fiscal periods to be covered by the audIt arc July 1,2007 through June 30,
2008 and the succeeding two fIscal years.
3. The audIt fIrm WIll asSISt with the preparatIon of the City's CAFR in accordance
with the requIrements of Governmental AccountIng Standards Board and the
Governmental Accounting, Auditing and FinanCial Reporting (GAAFR). The
transmlttalletter, management's dISCUSSIon and analysis, and statistical sectIons
will be prepared by the CIty. The City submIts its CAFR under the Govemment
Fmance Officers ASSOCIatIon's (GFOA) "Certificate of Achievement for
Excellence in Fmanclal Reporting" award program.
4. It is expected that the selected firm will keep the City informed of new gwdance
and developments that may affect muniCIpal accounting and finance.
e
5. MeetIngs shall be conducted at the beginmng of the audit, prior to the
commencement of fIeldwork and after the first draft of the financial statements
3
e
have been prepared. The meetings shall be attended by the engagement partner or
desIgnated profeSSIonal staff and City staff.
6. Separate basIc financial statements shall be prepared for the Agency, a legally
separate entIty. For thIs audIt, the scope shall be expanded to include a
complIance examination in accordance WIth the Guidelines for Compliance Audits
for California Redevelopment Agencies as published by the State Controller. The
Agency has two bond issues and makes semi-annual debt service payments to the
fiscal agent.
7. The audItors shall observe the adequacy of the systems of internal control,
accounting procedures and other significant observatIons. If material weaknesses
are noted, appropnate recommendations should be reviewed with management
and included in a separate management letter. This letter should address areas
where the City's operations could be Impaired or controls could be strengthened.
Upon the completion of the mterim fieldwork, any deficiencIes in the internal
control system should be communIcated to the Director of Administrative
Services and the City Manager. .
8. In addItIon to the audit reports and the management letter, the auditor shall
perform certain GANN AppropnatIons Limit agreed-upon procedures for each of
the years in the three-year period for the City.
e
9. The audItor is also expected to provide informal advice and consultation
throughout the year on matters relatIng to accounting and financial reportIng. ThIs
would not include any task that entaIls SIgnIficant research or a formal report.
10. The firm should be available to the City CouncIl and management to answer
questIOns related to audIt findings.
11. The auditIng fIrm shall type and have printed the final financial statements and
reports on or before the listed due dates in the number of copIes specifIed.
a. ComprehenSIve Annual FInancIal Report
b. Redevelopment Agency FinanCIal Report
c. Smgle Audit Report
d. Management Letter
e. GANN Appropriations Limit Report
50
25
20
15
15
e
12. Management is not aware of any unusual circumstances warranting an extended
scope; however, if in due course of the examination evidence of such
circumstances occurs, the audItors shall agree to provide the City with all
ascertainable facts relative to such circumstances together with an estimate of
addItIonal servIces required and the additional cost thereof m order that proper
contract modificatIons may be completed before commencing with such extended
exammation.
4
e
13. The CIty acknowledges that it is management's responsIbility for the reliabIlIty,
accuracy and completeness of financial presentations.
14. Any exceptIons to the City' and the Agency's requirements should be clearly
indIcated in the proposal.
D. COORDINATION REQUIRED
1. All work will be coordInated with the Director of AdministratIve Services to
facilItate staff scheduling and year-end closing.
2. The audItor shall provIde the DIrector of Administrative Services with periodIc
progress reports while performing the audIt fIeldwork, These reports shall identify
problems encountered or foreseen, defIcIencies m work being performed by City
staff, disagreements over the applicatIon of accounting prinCIples and other items
that could result m delay of the audit work or additional work.
3. Pnor to commencement of work each year, both partIes shall estabhsh m wnting,
an example format of each audIt work paper and the financIal statements and
compliance statements to be prepared by the City.
e
4. The CIty expects that the profeSSional staff provided by the independent audIt firm
WIll be fully qualified WIth the appropriate expenence, and that answers and
guidance given will be provided by executives to senior and junior staff.
E. PROPOSAL AND SUBMISSION REQUIREMENTS
1. FIve (5) copies of proposals must be submitted to the City by 5:00 p.m. on
February 15, 2008.
2. Proposals WIll be accepted only from partIes that are free of all oblIgations and
Interest that mIght conflIct WIth the best mterest of the CIty.
3. The proposal of the successful firm shall be mcorporated as part of the contract.
4. To achIeve a uniform review process and obtain the maxImum degree of
comparabIlity, proposals shall be organized in the following manner:
a. TItle Pae:e
Show the Request for Proposal subject, the name of your firm, local address,
telephone number, name of contact person, alternate contact person and date.
e
5
e
b. Table of Contents
Clearly identIfy the material by section and page number.
c. Letter of TransmIttal
LimIt to one or two pnnted pages.
1. Briefly state your firm's understanding of the work to be done and
make a posItive commitment regardIng availabIlity to perform the
work m a tImely manner.
2. GIVe the names of the persons who will be authonzed to make
representatIons for your firm, their titles, addresses and telephone
numbers.
d. ProfIle of the OrganIzation. Technical Ouallflcations. and Approach
1. State whether your audit organization is national, regional or local and
indicate the locatIon of the office that has responsibility for the audIt.
e
2. IndIcate the number of personnel by level located within the proposing
office that WIll perform the audit.
3. Descnbe the range of acl1vll1es performed by the proposing office, such as
audIts, accounting, tax servIces, or management services.
4. Provide a lIst of current and prior government audit clients (cities,
redevelopment agencies, special districts, and F.ederal Single AudIts),
including telephone number and contact person's name, mdicating the
type(s) of services performed and the number of years served.
5. Describe specialized audIt servIces that the firm has proVIded for
mUnIcipalIties, such as transient occupancy tax audits, business license
audits and franchIse fee audits, etc.
6. Indicate the proposmg office's experience in providIng addItional services
to government clients by lIsting the name of each government, the type(s)
of SerVIce performed and the year(s) of engagement.
7. Firm's formal education programs in the area of municipal accounting and
auditing avaIlable to clIents.
8. Describe any regulatory action taken against the firm or local office.
e
6
e
9. Describe your approach to the aumt. This should include, at a IIl1nimum,
the general approach, organization of audit team and expectation of
assistance from City staff.
10. Anticipated amount of time (workdays) required to complete the audit. It
IS estimated that the records will be ready for audit by September 15th of
each fiscal year.
The fOllowmg timetable must be adhered to:
a. Intenm work is to be conducted after the contract award. In
subsequent years, mtenm work is to be conducted dunng April,
May, or June.
b. Fmal eXRIIllnation IS to begin around September 15th each year.
c. Copies of the draft CAFR and management letter are due October
3151.
d. Final copies of CAFR and management letter are due November
16th.
e
e. GANN Appropnations Limit agreed-upon procedures are due
November 30th.
f. Fmal cOpies of the Agency's Basic FinanCial Statements are due
November 30th.
g. Final copies of the Smgle Aumt are due December 31 st.
11. Why should Seal Beach consider luring your firm?
12. What priority will your firm give Seal Beach on this engagement?
13. Descnbe the firm's partiCipation in the "peer review" program. Provide
the date and extent of the local office's last participation.
14. The City reserves the right to make such changes m the Request for
Proposal as It may deem appropnate. Any and all changes in the Request
for Proposal shall be made by a written addendum, which shall be Issued
by the City to all prospective firms who have been issued or obtllIned a
copy of the Request for Proposal.
e
15. If the evaluation of any proposal indicates minor non-compliance or
variance with the Request for Proposal, the City may, but need not, make
written request to the firm for a supplement to the submitted proposal.
7
e
Such request will attempt to identIfy the non-compliance or vanance, and
will estabhsh a date in which the firm may subIll1t a supplement to the
Request for Proposal. If so requested, the firm may subIll1t a supplement to
the Request for Proposal responsive to such request, within the tIme period
estabhshed, which the City will evaluate in conjunction with the Request
for Proposal. Any supplement to the Request for Proposal will be deemed
to be an Integral part of the firm's subIll1ttal.
e. Summary of the Firm's IndiVidual Audit Staff Technical Qualifications
Identify the partners, managers and supervisors who will participate In the
audit. Include resumes for each superVIsory person to be assigned to the aumt.
The City realizes that definite staff comIll1tments may change from time to
time. The City agrees to cooperate with the auditor in this regard; however, it
reserves the right to approve substitutions for assigned audit personnel
proposed for this engagement.
f. Basis for IncreaseslDecreases
The proposal should show how cost increases or decreases Will be calculated,
should the City subsequently request an adjustlnent in the scope of the audit.
e
g. Scone
Clearly describe the scope of the required serVIces to be provided. Separately
state the fees for the City's CAFR, Agency's basic financial statements,
Single Aumt, and GANN Appropriations Limit agreed-upon procedures.
h. Insurance Reawrements
Aumt firm shall procure and maintllIn for the duration of the contrsct
Insurance against claims for Injuries to persons or dmnages to property which
may arise from or In connection with the performance of the work hereunder
by the audit firm, its agents, representatives, or employees.
Aumt firm shall maintain limits no less than:
Coverae:e
Minimum Limits
e
General Liability
ComprehensIVe General Liability, including'
Premises and Operations
Contractual Liability
Personal-Injury Liability
Independent Contractors Liability (If llpphcable)
$1,000,000 Combined Single Limit,
per occurrence and general aggregate
8
e
Automobile Liability
ComprehenSIVe Automobile Liability,
(mcluding owned, non-owned and lured llutoS)
$1,000,000 Combined Single Limit,
per occurence
Workers' Compensation and Employer's
Liability
Workers' COmpenSlltlOn Insurance
Employer's Liability
Statutory, $1,000,000
Professional Liability
$1,000,000 per claim and annual
aggregate
Any deductibles or self-msured retention levels must be declared to and
approved by the City.
The General liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
e
1. The City, Its officers, officials, employees and volunteers are to be covered
as insureds as respects: liability arising out of activities performed by or
on behalf of the aumt firm; products and completed operations of the
consultant; premises owned, occupied or used by the audit firm; or
automobiles owned, leased, hired or borrowed by the aumt firm. The
coverage shall contllIn no special limitations on the scope of protection
afforded to the City, its officers, OffiCialS, employees or volunteers.
2. For any clllIms related to the work descnbed herem, the audit firm's
insurance coverage shall be pnmary insurance as respects the City, its
officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees or
volunteers shall be excess of the audit firm's insurance and shall not
contnbute with It.
3. Each insurance policy reqwred by this clause shall be endorsed to state that
coverage shall not be suspended., VOided, canceled by either party, reduced
In coverage or in limits except after thirty (30) days prior wntten notice by
certified mail, has been given to the City.
Insurance IS to be placed with insurers, which are "adIll1tted" m the State of
California unless otherwise acceptable to the City.
e
Aumt firm shall furnish the City with original endorsements effecting
coverage required by this clause. The endorsements are to be on forms
provided by the City. All endorsements are to be received and approved by the
City before work commences.
9
e
i. Indemnification
Audit firm agrees to protect, indemnify and hold harmless the City and Its
officers, officials, employees and agents from and against all claims, demands
and causes of action by consultant's employees or third parties on account of
personal injuries or death or on account of property damages ansing out of the
work to be performed by consultant hereunder and resulting from the act or
omissions of consultant, consultant's agents, employees or subcontractors.
F. FEES
It is the City's desire to soliCit proposals for auditing and accounting services for a
three-year bme penod. The City requests that a statement of maximum cost be made
for the annual aumt and reports as set forth in this request for proposal. All expenses,
inclumng typmg, clencal, prinbng costs, and binding should be mcluded in the total
aumt fee The fee should be allocated to the various reports and components of the
audit (City CAFR, Agency baSIC financial statements, Single Aumt, and GANN
AppropnatlOns LiIll1t agreed-upon procedures) with a maximum annual fee for each
of the three fiscal years ending June 30, 2008 through 2010.
e
The City requests that the proposal include a schedule of rates of professional staff by
clasSification. The schedule should reflect rates for aumting services, accounting
services and consulbng services. It should also reflect the anticipated distribution of
hours per staff classification.
G. EVALUATION QF PROPOSALS
Proposals will be evaluated by City staff to determine which firm best meets the
needs of the City. The factors to be considered during the evaluation are:
1. The firm's response m clearly stabng the understanmng of the work to be
performed.
2. The firm's experience with local government, redevelopment agency and federal
and state grant audits.
3. The technical quallflcabons and experience of staff proposed for the audit with
local government, redevelopment agency, and federal and state grants.
4. The firm's size and structure.
5. The anticipated support requirements of City staff.
6. The aumt fees.
e
10
e
All proposals will be evaluated first by City staff uSing the above criteria. After the
top canmdates have been selected using this criteria, oral Interviews may be arranged
to assist in making the final decision. If held, oral Interviews will be conducted by a
panel designated by the City Manager or his designee. Selection of the successful
proposal will be at the sole direction of the City Council. All firms will be notified of
the Council's selection following the award of the contract.
H. ADDITIONAL INFORMATION
1. The City will not be liable for any cost incurred in preparing proposals or
associated travel costs. The City reserves the right to request such admtional
information as the City may reasonably require for evaluation purposes. The City
also reserves the right to conduct pre-contract negotiations with any or all
potential firms.
2. The submission of a proposal shall be evidence that the firm has full knowledge
of the scope, nature, quantity and quality of work to be performed, the detailed
requirements of the speCifications, and the conditions under which the work IS to
be performed.
e
3. The City reserves the nght to reject any and all proposals and to accept the
proposal most favorable to the City's interest and the nght to waive irregularibes
in the procedures descnbed In the request for proposal.
4. If the selected certified public accounting firm does not execute an agreement
With the City within fourteen (14) days after notification of selection, the City
may give notice to that firm of the City's intent to select from the remllIning firms
or to call for new proposals, whichever the City deems appropnate.
5. The City may conduct personal Interviews with the top firms prior to selecbon.1f
conducted, it would be deSirable that senior audit staff be present for the
interviews.
6 All superviSory and managenal personnel assigned to the engagement, inclumng
the person in charge of the daily fieldwork, must have appropriate Significant
local government and redevelopment agency audit experience. The field staff
assigned to the City must include one person With at least two years of audit
expenence, inclumng local government and redevelopment agency aumt
experience.
e
7. The total audit staffing should be at a level sufficient to complete the audit in the
time scheduled and speCified In the request for proposal. In addition, the audJ.t
staff should remain constant through each year's audit process. At least one staff
member from the pnor year's aumt is to be a member of the subsequent year's
aumt team.
11
e
8. The auditors shall comply with ,the provisions of any and all Federal, State,
County and City orders, statutes, ordJ.nances, bond covenants, adIll1nistrative
codes and orders, rules and regulations that may pertain to the work required in
the engagement.
9. Working papers shall be retained by the aumt firm for a minimum of three (3)
years after the conclusion of the engagement unless authorized to do otherwise in
wnting by the Director of Admimstrstive Services or the City Manager.
Accordingly, the workpapers shall be made available upon request.
10. It is expected that the firm chosen will make itself available for additional projects
that may be necessary from time to time. Separate fees Will be negotiated for each
project.
11. Compensation for the auditing and accounting services will be paid upon
subIll1sslon of progress billings. A final billing will be paid after receiving the
required final reports.
e
12. It IS mutually understood and agreed that the successful bidder shall not aSSign,
transfer, convey, sublet or otherwise mspose of the contract or the right, title, or
interest therein, or the power to execute such contrsct, to any other person,
company or corporabon without prior wntten consent of the City Manager.
13. After the award of the contrsct has been made by the City Council, all findings
and information considered In determimng whIch proposal best meets the needs
of the City and will be most advantageous with respect to pnce, conformity to the
speCifications and other factors, will be made aVllIlable for public inspection.
14. Causes for termination of the contrsct may Include the following: failure to
promptly and fllIthfully provide the services required in this Reque'st for Proposal;
failure to cooperate upon receiving any reasonable request for information for
service, and improper actions of the firm's officers or employees. The City reWns
the nght to cancel thiS agreement without cause by providing written notification.
e
12
e
AGREEMENT FOR AUDITING SERVICES
THIS AGREEMENT is made and entered into this day of ,
2008, by and between the CITY OF SEAL BEACH, a municipal corporation,
hereinafter referred to as "CITY" and , certified public
accountants, hereinafter referred to as "AUDITOR."
WIT N E SSE T H:
DRAFT
WHEREAS, on CITY invited bids for an independent audit of
its financial statements and records; and
'e.
WHEREAS, pursuant to said invitation, AUDITOR submitted a bid which was
accepted by CITY for said professional service; and
WHEREAS, AUDITOR is recognized as a competent and qualified certified
pUblic accountant, duly authorized to practice and licensed as such by the
California State Board of Accountancy.
NOW THEREFORE, for and In consideration of the mutual promises,
obligations, and covenants contained herein, the parties herein agree as follows:
1. TERM. The term of this Agreement shall be for a period of three (3)
consecutive years, beginning with the fiscal year ending June 30, 2008, with an
option to extend for two additional years at the City's discretion.
2. CITY'S OBLIGATIONS. For and in consideration of AUDITOR
furnishing service(s) specified in this Agreement CITY shall pay and AUDITOR
shall receive in full compensation a total sum not to exceed $ , $ ,
and $ for the fiscal years ending June 30, 2008, 2009, and 2010,
respectively.
e
Payments to AUDITOR shall be made within thirty (30) days after receipt by
CITY of invoices from AUDITOR, which shall be rendered not more often than
monthly. Special examinations, surveys, or detailed reports of any nature outside
the scope of this Agreement shall be billed separately by AUDITOR and must be
specifically authorized in writing by CITY in advance of such additional services
proposed to be provided.
3. AUDITOR'S OBLIGATIONS. For and in consideration of payments
and agreements hereinafter mentioned to be made and performed by CITY,
AUDITOR agrees with CITY to furnish those services as set forth in Attachment 1,
Request for Proposal for Auditing Services, attached hereto and incorporated
e
herein by reference, and to perform as required by this Agreement and the said
specifications.
4. INSURANCE. AUDITOR shall procure and maintain for the entire
term of this Agreement, valid insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of
the work hereunder by AUDITOR, or AUDITOR'S agents, representatives,
employees, or subcontractors. AUDITOR shall further maintain professional liability
insurance to protect CITY for AUDITOR'S negligent acts, errors, and/or omissions
of a professional nature.
5. INDEMNIFICATION. Audit firm agrees to protect, indemnify and hold
harmless the City and its officers, officials, employees and agents from and against
all claims, demands and causes of action by consultanfs employees or third parties
on account of personal injuries or death or on account of property damages arising
out of the work to be performed by consultant hereunder and resulting from the act
or omissions of consultant, consultant's agents, or employees or subcontractors.
6. AMENDMENTS. Any amendment, modification, or variation from the
terms of this Agreement shall be in writing and shall be effective only upon written
approval by the CITY'S Director of Administrative Services.
e
7. TERMINATION. The CITY retains the right to cancel this agreement
without cause by providing written notification to AUDITOR.
8. INCORPORATION BY REFERENCE. The Request for Proposal for
Auditing Services, Attachment 1 hereto, and the proposal submitted by
, Inc., on , Attachment 2 hereto, are
hereby incorporated by reference and made a part of this Agreement.
9. COMPLETE AGREEMENT. This written Agreement, including all
writings specifically Incorporated herein by reference, shall constitute the final,
complete, and exclUSive agreement between the parties hereto. No oral
agreement, understanding, or representation not reduced to writing and specifically
incorporated herein or executed as an amendment hereto, shall be of any force or
effect, nor shall any such oral agreement, understanding, or representation be
binding upon the parties hereto.
10. CONTRACT ASSIGNMENT. AUDITOR shall not assign, transfer,
convey, or otherwise dispose of this Agreement, or its right, title, or interest, or its
power to execute such an Agreement to any individual or business entity of any
kind without the prior written consent of CITY.
e
e
11.
INDEPENDENT CONTRACTOR.
a.
AUDITOR is, and at all times hereafter shall be, an independent
contractor of CITY during the entire tenn of this Agreement.
AUDITOR specifically recognizes and acknowledges said status as
an independent contractor and not as an employee of CITY. All
personnel of AUDITOR shall be employees of AUDITOR and not
employees of CITY. AUDITOR shall pay all salaries and wages,
employer's social security taxes, unemployment insurance and
similar taxes relating to employees and shall be responsible for all
withholding taxes.
e
b. AUDITOR shall comply with all Federal and State statutes and
regulations relating to the employer/employee relationship including,
but not limited to, minimum wage, non-dlscrimination, equal
opportunity, workers compensation, hazardous/unsanitary or
dangerous surroundings, the Fair Labor Standards Act 29 USCA
Section 201 et sea., and the Immigration Reform and Control Act of
1986. USCA Section 245(a} et sea.
12. ANTI-DISCRIMINATION. In the perfonnance of the terms of this
Agreement, AUDITOR agrees that it will not engage in discrimination in
employment of persons because of the age, race, color, sex, national origin or
ancestry, or religion of such persons. Violation of this provision may result in the
imposition of penalties referred to in Labor Code Section 1735.
13. NOTICE. All written notices to the parties hereto shall be sent by
United States mail, postage prepaid by registered or certified mail addressed as
follows:
CITY:
City of Seal Beach
Attn: City Manager
211 8th Street
Seal Beach, CA 90740
AUDITOR:
Attention:
e
,
e
All notices sent pursuant to this Agreement shall be deemed received (1)
immediately if served by personal delivery, and (2) on the fifth day after deposited in
the custody of the U.S. Postal Service if served by mail.
14. ATTORNEYS FEES. In the event an action is commenced by either
party to enforce any rights under this Agreement, the prevailing party shall be
entitled to recover reasonable attomey's fees and court costs, in addition to any
other relief granted by the Court.
15. CONFLICT OF INTEREST.
e
a. All information gained by AUDITOR in performance of this Agreement
shall be considered confidential and shall not be released by AUDITOR
without CITY'S prior written authorization excepting that information
which is a public record and subject to disclosure pursuant to the Public
Records Act, govemment Code Section 6250 et sea. AUDITOR, its
officers, employees, agents, or subcontractors, shall not voluntarily
provide declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the project or
cooperate in any way with a party who may be adverse to CITY or whom
AUDITOR reasonably should know may be adverse in any subsequent
litigation. AUDITOR shall incur no liability under this Agreement for
materials submitted by it which are later released by CITY, its officers,
employees, or agents. AUDITOR shall also incur no liability for
statements made by it at any public meeting, or for any document
released by it for which prior written CITY authorization was obtained.
If AUDITOR or any of its officers, employees, consultants, or
subcontractors does voluntarily provide information in violation of this
Agreement, CITY has the right to r~imbursement and indemnity from
AUDITOR for any damages caused by AUDITOR'S conduct--including
attomey's fees.
AUDITOR shall promptly notify CITY should AUDITOR, its officers,
employees, agents or subcontractors be served with any Summons, Complaint,
Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request
for Admissions or other discovery requests from any party regarding this agreement
and the work performed thereunder. CITY retains the right, but not the obligation,
to represent AUDITOR and/or to be present at any deposition, hearing, or similar
proceedIng. AUDITOR agrees to cooperate fully with CITY and to provide CITY
with the opportunity to review any response to discovery requests provided by
AUDITOR. However, CITY'S right to review any such response does not imply or
mean the right by CITY to control, direct, or rewrite said response.
e
e
CITY warrants that AUDITOR will have fully met the requirements of this
provision by obtaining CITY'S written approval prior to providing documents,
testimony, or declarations; Consulting with CITY before responding to a Subpoena
or court order; in the case of depositions upon providing Notice to CITY of same; or
providing CITY opportunity to review discovery responses prior submission. For
purposes of this section, a written authorization from CITY sh~1I include a 'faxed'
fetter.
b. AUDITOR covenants that neither they nor any officer or principal of
their firm have any interests, nor shall they acquire any interest, directly or indirectly
which will conflict in any manner or degree with the performance of their services
hereunder. AUDITOR further covenants that in the performance of this Agreement,
no person having such interest shall be employed by them as an officer, employee,
agent, or subcontractor. AUDITOR further covenants that AUDITOR has not
contracted with nor is performing any services directly or indirectly, with the
developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning
property in the CITY or the study area and further covenants and agrees that
AUDITOR and/or its subcontractors shall provide no service or enter into any
contract with a any developer(s) and/or property owner(s) and/or firm(s), and/or
partnership(s) owning property in the CITY and/or study area prior to completion of
this Agreement.
e
16. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and
AUDITOR hereby represent and covenant that each individual executing this
Agreement on behalf of each party is a person duly authorized and empowered to
execute agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
CITY OF SEAL BEACH:
AUDITOR:
By:
David N. Carmany
City Manager
By:
ATTEST:
APPROVED AS TO FORM:
e
City Clerk
Quinn Barrow
City Attomey