HomeMy WebLinkAbout*AGMT - Mayer Hoffman & McCann (Auditing) • 110
AGREEMENT FOR AUDITING SERVICES
THIS AGREEMENT is made and entered into thisl4th day of April, 2008, by
and between the CITY OF SEAL BEACH, a municipal corporation, hereinafter
referred to as "CITY" and Mayer Hoffman McCann P.C., certified public
accountants, hereinafter referred to as "AUDITOR."
WITNESSETH:
WHEREAS, on January 14, 2008, CITY invited bids for an independent audit
of its financial statements and records; and
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 $42,000, $43,275, and
$44,585 for the fiscal years ending June 30, 2008, 2009, and 2010, respectively.
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
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herein by reference, and to perform as required by this Agreement and the said
specifications.
4. INSURANCE. Contractor shall maintain at all times during the term
of this Agreement not less than the types and amounts of insurance coverage
listed below issued by insurers listed "B +" or better in Best's Insurance Guide.
Contractor shall submit to the City certificates indicating compliance with the
following minimum insurance requirements not less than one day prior to the
beginning of performance under this Agreement.
1. Worker's Compensation Insurance to cover Contractor's
employees as required by the California Labor Code.
2. Comprehensive general liability and automobile liability
insurance, each with policy limits not less than $1,000,000 for personal injury to
any one person, $1,000,000 for injuries arising out of any one occurrence, and
$500,000 for property damages or a combined single limit of $1,000,000. Each
policy of insurance shall:
a) Be issued by an insurance company that is admitted to
do business in the State of California.
b) Be primary to any other similar insurance and, except for
the professional liability policy, shall name the City as an additional insured.
c) Contain a provision that prohibits cancellation,
modification, or lapse without thirty (30) days' prior written notice from insurer to
the City.
d) Include a severability of interests clause substantially
similar to the following: "The insurance afforded by this policy applies separately
to each insured against whom a claim or suit is made or suit is brought, except
with respect to the limit of the insurer's liability."
e) Contain a clause substantially in the following words: "It
is hereby understood and agreed that this policy shall not be canceled nor
materially changed except upon thirty (30) days' prior written notice to the City of
such cancellation or material change as evidenced by a return receipt for a
registered letter."
f) Cover the Services provided by Contractor pursuant to
the terms of this Agreement.
3. Professional Liability Insurance (errors and omissions) with a
policy limit not less than $1,000,000 and which shall
a) Be issued by an insurance company that is admitted to
do business in the State of California.
b) Cover the operations of Contractor pursuant to the terms
of this Agreement.
The insurance certificate evidencing such insurance shall be
submitted to the City for prior review and thereafter the City shall have the right to
approve or disapprove any insurance procured by Contractor under the
standards of this section.
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Procurement of insurance by Contractor shall not be construed as a
limitation of Contractor's liability or as full performance of Contractor's duties to
indemnify, hold harmless, and defend under this Agreement.
Contractor shall not commence the performance of its services
under this contract until the . above insurance has been obtained and Certificates
of Insurance have been filed with the City.
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 consultant's 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.
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 Mayer
Hoffman McCann, P.C., on February 11, 2008, 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.
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11. INDEPENDENT CONTRACTOR.
a. AUDITOR is, and at all times hereafter shall be, an independent
contractor of CITY during the entire term 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.
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 - discrimination, equal
opportunity, workers compensation, hazardous /unsanitary or
dangerous surroundings, the Fair Labor Standards Act 29 USCA
Section 201 et seq., and the Immigration Reform and Control Act of
1986 * USCA Section 245(a) et seq.
12. ANTI - DISCRIMINATION. In the performance 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 8 Street
Seal Beach, CA 90740
AUDITOR:
Mayer Hoffman McCann P.C.
Attn: Mike Harrison, Shareholder
2301 Dupont Drive, Suite 200
Irvine, CA 92612
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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 attorney's fees and court costs, in addition to any
other relief granted by the Court.
15. CONFLICT OF INTEREST.
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, government Code Section 6250 et seq. 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 reimbursement and indemnity from
AUDITOR for any damages caused by AUDITOR'S conduct -- including
attorney'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.
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
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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 shall include a "faxed"
letter.
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 firms) 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 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.
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: by:
727/a1-44-t° /
David N. Carman
City Manager
ATTEST: APPROVED AS TO FORM:
C_ A PVC/Li/Ai tit. /.4
ity Clerk Quinn Barrow
City Attorney
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AGREEMENT FOR AUDITING SERVICES
AMENDMENT NO. 1
(SEAL BEACH TENNIS CENTER)
This Amendment is made and entered into this ,z-P of July 2008, by
and between the City of Seal Beach, a municipal corporation ( "City ") and Mayer
Hoffman McCann P.C., certified public accountants ( "Auditor ").
RECITALS
A. On April 14, 2008, City and Auditor executed an agreement
( "Agreement ") for an independent audit of the City's financial statements and
records.
B. City wishes to engage the services of Auditor for the additional
service of preparing a review of the Seal Beach Tennis Center for the previous
two business years.
C. Section 2 of the Agreement provides that City must provide written
authorization prior to the commencement of any additional services.
D. Section 6 of the Agreement provides that amendments will not be
effective unless the City's Director of Administrative Services has approved the
amendment.
AGREEMENT
For and in consideration of the mutual promises, obligations, and covenants
contained herein, City and Auditor agree as follows:
Section 1. The Agreement is hereby amended by adding thereto
Section 17 to read as follows:
"17. Additional Assignment: Review of Seal Beach Tennis Center.
a. Auditor shall perform a review of the Seal Beach Tennis
Center for the previous two business years, applying agreed
upon procedures customary to the auditing profession and
consistent with the accepted practices of certified public
accountants.
b. Auditor shall deliver to City an "Agreed Upon Procedures
Report ( "Report") on or before September 19, 2008.
c. City will furnish Auditor with sufficient documentation and
records to enable Auditor to complete the Report on or
before September 19, 2008.
Tennis Center Amendment No 1 to Audit Contract (McCann).DOC - 1 -
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d. Pursuant to the procedure set forth in Section 2, City will pay
Auditor a total sum not to exceed $6,000 for this Report."
Section 2. The City's Director of Administrative Services has approved
this Amendment.
Section 3. Except as expressly modified, altered or amended by this
Amendment No. 1, all other terms, conditions, and covenants of the Agreement
shall remain in full force and effect.
Executed as of the day and year first above written.
CITY OF SEAL BEACH: AUDITOR:
By: By:
David N. Carmapy o�Li Z." A
City Manager
ATTEST: APPROVED AS TO FORM:
K aA-z4x,/
e/Li., .,.
it Clerk Quinn Barrow
City Attorney
Tennis Center Amendment No 1 to Audit Contract (McCann).DOC - 2 -
ACORD CERTIFICA OF LIABILITY INSURA' E DATE (MM )
/2009
PRODUCER (847) 385 -6800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Lemme Insurance Group, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
111 W. Campbell Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
4th Floor
Arlington Heights, IL 60005 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURERA: Interstate Fire & Casualty Company
Mayer Hoffman McCann P.C. INSURER B:
11440 Tomahawk Creek Parkway INSURER C: -
Leawood, KS 66211 INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR NSRD TYPE OF INSURANCE DATEIMM /DDJYY) DATE (MM /DD/YYI
GENERAL LIABILITY EACH OCCURRENCE $
DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY PREMISES(Eaoccurence) $
CLAIMS MADE OCCUR - - MED EXP (Any one person). . $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS- COMP /OPAGG $
POLICY PRO- LOC
JECT
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT $
ANY AUTO (Ea accident)
•
• ALL OWNED AUTOS BODILY INJURY
• , SCHEDULED AUTOS (Per person) $
HIRED AUTOS DILY J RY
,.
NON OWNED AUTOS accident)
BO
(Per
' PROPERTY DAMAGE • ••
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN
EA ACC $
AUTO ONLY: AGG $
EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE .. AGGREGATE $
DEDUCTIBLE $
RETENTION $ _ $
WORKERS COMPENSATION AND IOCLAT O
EMPLOYERS' LIABILITY TORY Y LIMITT S ER R
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER /MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $
OTHER $1 ,000,000 Per Claim and Annual
Professional Liability ACL- 1000076 11/1/09 11/1/10 Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS
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CERTIFICATE HOLDER ,- - CANCELLATION
City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Attn: RobbynBird. , DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
211 8th Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Seal Beach, CA 90740 IMPOSE NO OBLI A ON OR LIABILI OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATI ES.
AUTHORIZED R RESE TATIVE
ACORD 25 (2001/08) ® ACORD CORPORATION 1988