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HomeMy WebLinkAbout*AGMT - Moreland & Associates • • AMENDMENT TO CITY OF SEAL BEACH AGREEMENT FOR AUDITING SERVICES This Amendment to Agreement for Auditing Services ( "Agreement ") is made and entered into this 24th day of September , 2007 by and between the City of Seal Beach ( "City ") and Moreland & Associates ( "Auditor "). RECITALS City and Auditor entered into an Agreement dated April 11, 2005 for auditing services. City seeks to engage Auditor for a specific project in addition to obligations contained in the original Agreement with the City. Auditor is fully qualified and desires to perform these services for City as an independent contractor. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties agree as follows: 1. Include as Attachment 3, Moreland & Associates, Inc. Proposal Letter dated June 8, 2007. 2. Amend Section 2. CITY'S OBLIGATIONS immediately following first paragraph to include: "For and in consideration of AUDITOR furnishing services as defined in Attachment 3, Moreland & Associates, Inc. Proposal Letter dated June 8, 2007 defining scope of service for a forensic audit, CITY shall pay and AUDITOR shall receive in full compensation a total sum not to exceed $80,000 for services rendered in relation to the specific project." 3. Amend Section 3. AUDITOR'S OBLIGATIONS to include second paragraph as follows: "AUDITOR also agrees with CITY to furnish those services as set forth in Attachment 3, Moreland & Associates, Inc. Proposal. Letter dated June 8, 2007 attached hereto and incorporated herein by reference, and to perform as required by this Agreement and the said specifications." All other terms and conditions shall remain in effect. Executed as of the day and year first above - written. Auditor: City Representative: C P/ Ther City Manage ATTEST: APPROVED AS TO FORM: ° (%) vL� �� c &- City Clerk City Attorney • AGREEMENT FOR AUDITING SERVICES THIS AGREEMENT is made and entered into this 1 I day of , 2005, by and between the CITY OF SEAL BEACH, a municipal core ration, hereinafter referred to as "CITY" and Moreland & Associates, Inc., certified public accountants, hereinafter referred to as "AUDITOR." WITNESSETH: WHEREAS, on February 2, 2005, 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, 2005, 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 $35,000, $36,400, and $37,900 for the fiscal years ending June 30, 2005, 2006, and 2007, 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 1 r • incorporated 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 in the amount of one - million dollars ($1,000,000.00) to protect CITY for AUDITOR'S negligent acts, errors, and /or omissions of a professional nature. 5. HOLD HARMLESS AND INDEMNIFICATION. AUDITOR, agrees to indemnify, defend, and hold harmless CITY, its .officials, officers, employees, representatives, and agents from and against all claims, lawsuits, liabilities, or damages of whatever nature including without limitation all consequential damages arising out of or in connection with, or relating in any manner to work performed by AUDITOR, his agents, employees and subcontractors, and employees thereof pursuant to this Agreement. AUDITOR shall investigate and indemnify CITY and do whatever is necessary to protect CITY, its officials, officers, employees, agents, and representatives as to any such claims, lawsuits, liabilities, or damages. 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 Financial Management. 7. TERMINATION. If, at any time during the term of this Agreement, CITY determines that AUDITOR is not faithfully abiding by any term or condition contained herein, CITY may notify AUDITOR in writing of such defect or failure to perform; which notice must give AUDITOR a ten (10) -day notice of time thereafter in which to perform said work or cure the deficiency. If AUDITOR has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of this Agreement and CITY may terminate this Agreement immediately by written notice to the AUDITOR to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities or rights under this Agreement except, however, any and all obligations of AUDITOR'S surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In said event, AUDITOR shall be entitled to the reasonable value of its services performed • from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination, less any offset from . such payment • representing the CITY'S damages from such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and complete accounting of costs: In no event, however, shall AUDITOR be entitled to receive in excess of the compensation quoted in its bid. • 8. INCORPORATION BY REFERENCE. The Request for Proposal for Auditing Services, Attachment 1 hereto, and the proposal submitted by Moreland & Associates, Inc., on February 28, 2005_, 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. 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: Director of Administrative Services/Treasurer 211 8 Street Seal Beach, CA 90740 AUDITOR: Attention: 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 conceming 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 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 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. 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 O - .J .EACH: AUDITOR: By k 1 BY: l/ v. John B. ',ah•rski City . ager ATTEST: Ci Clerk APPROVED AS O FORM: Quinn Barrow City Attorney i ;