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CITY HALL • 21 I EIGHTH STRUT
SF. AL BEACH CALIFORNIA 90740 -6379
(562( 431252/
gjeteA / 01
June 21, 2001
Lance, Soll & Lunghard
Attention: Donald L. Parker
203 North Brea Boulevard,
Suite 203
Brea, California 92821 -4056
Dear Mr. Parker,
Forwarded for your files is a fully executed copy of the
Agreement of your firm to provide professional auditing
services to the City of Seal Beach for fiscal year
2000/2001. Said Agreement was approved by the Seal Beach
City Council at the meeting thereof held on May 14 2001.
Very truly yours,
Joanne M. Yeo, City Clerk
City of Seal Beach
Encl.
• efun
•
AGREEMENT TO PROVIDE PROFESSIONAL
AUDITING SERVICES
THIS AGREEMENT is entered into this 28th day of April, 1997, by and
between Lance, Soll & Lunghard (hereinafter called the "Consultant ") and the City of Seal
Beach (hereinafter called the "City ").
RECITALS
A. The City desires to conduct a comprehensive, independent, annual audit
of the City's fmances, as required by the City Charter and by State law.
B. The Consultant represents that it has the necessary professional skills
and experience to satisfactorily complete the audit in a timely manner.
C. The City desires to engage the Consultant to prepare the audit and to
generate the appropriate reports thereof.
NOW, THEREFORE, the parties agree as follows:
Section 1. Employment of Consultant. The City agrees to engage the
Consultant and the Consultant hereby agrees to perform the services required under this
agreement.
Section 2. Scope of Services. The Consultant shall do, perform, and carry
out in a good and professional manner the following services:
(1) City hereby engages Accountants' to perform audits and examinations of
the accounting books and records of City for the fiscal years beginning, respectively, on July
1, 1996 through July 1, 1999.
960409 97296 -00001 cas 1201416 0
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(a) Accountants' shall conduct an examination of City's financial statements for
compliance with generally accepted accounting principles, as established by the
Governmental Accounting Standards Board (GASB), each such fiscal year. The audits will
be conducted in accordance with generally accepted auditing standards as established by the
American Institute of Certified Accountants (AICPA), and shall include such other
auditing procedures as we consider necessary in the circumstances.
Under the requirements of the Federal Government's program covering a single audit for all
federal grant funds, the compliance and fmancial audit will be conducted according to the
requirements of the Single Audit Act of 1984 and in accordance with generally accepted
auditing standards as well as generally accepted governmental auditing standards.
Accountants' examination will be made in accordance with the standards for fmancial and
compliance audits contained in the Government Auditing Standards, issued by the
Comptroller General of the United States; the Single Audit Act of 1984; and the provision of
OMB Circular A -128, Audits of State and Local Governments.
Accountants' audit shall include all funds of City and City's Redevelopment Agency.
(b) Accountants' shall submit a report of their examination of these entities
financial statements for each such fiscal year, which shall include such component unit,
general purpose and supplementary fmancial statements, notes to the fmancial statements and
an opinion as to the fairness of their presentation in conformity with generally accepted
960409 S7296 -00001 cas 1201416 0 — 2 -
•
accounting principles, applicable to the various funds or state the reasons for any exceptions
to said principles.
Accounts shall submit twenty (20) copies of their report. Where possible, the report for the
City will contain two sections; however, due to timing of the engagements, these may be
issued separately. Section I of the report will contain both combined and combining fmancial
statements, with appropriate notes to the fmancial statements. Section II will contain all the
reports required by the Single Audit Act of 1984.
(c) In addition to submitting a report on the examination of the fmancial statements
of City, Accountants' shall submit twenty (20) copies of a management letter setting forth
their fmdings and/or recommendations on those matters noted and observed during the
conduct of the examination of the financial records and developed within the scope usually
associated with such an examination relating to, but not limited to, the following:
(i) Improvement in systems of internal control.
(ii) Improvements in accounting system.
(iii) Apparent noncompliance with laws and rules and regulations.
(iv) Any other material matter coming to the attention of the firm during the
conduct of the examination.
(2) The services set forth in this Section 2 of this Agreement shall be
performed by the audit manager, who shall serve as lead auditor and project manager, and
960409 S7296 -00001 cas 1201416 0 — 3
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the following assistants: senior auditor, accountants. Consultant represents and warrants that
throughout the course of this Agreement each person Consultant employs to perform its
responsibilities under the Agreement shall be fully competent, qualified, licensed, bonded,
and /or certified, as required by the laws of the State of California.
(3) In addition, should the City acquire or bring into its operations
additional facilities which are presently leased (if any); establishment of or modify a
Redevelopment agency of the City; provide grant funds to a Sub - grantee, or acquire
accounting control of special districts which are not now a part of its accounting activities,
the audit fees related to such additional work are subject to further negotiation. Also, should
the State of California, in the future, require a Single Audit of State Grant, this special
compliance audit would be subject to further arrangements. The City may require Consultant
to perform additional services as set forth in the proposal dated April 23, 1997. Consultant
shall be compensated as set forth in the specified Exhibit A, Hourly Rates for Additional
Services.
Section 3. Time of Performance. The individual services to be performed
under this Agreement by the Consultant shall be completed on or before the deadlines set
forth in the Scope of Services, attached hereto as Exhibit B and incorporated by this
reference.
Section 4. Compensation. The City agrees to pay the Consultant on a time
and materials basis in accordance with the rates and not to exceed caps set forth in the
attached portion of Consultant's Proposal dated April 23, 1997 for all services required and
960409 S7296 -00001 cas 1201416 0 — 4 -
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all expenses incurred under this Agreement. Said portion of the Proposal is attached hereto
as Exhibit A and incorporated by this reference.
Section 5. Method of Payment. The Consultant shall submit monthly
statements to the City for services rendered during the prior calendar month. Such statement
shall describe the services performed and the reimbursable expenses incurred. The City shall
make payment within thirty (30) days of receipt of such a proper statement, unless any
charge is disputed in writing by City, in which case City shall pay the undisputed charges.
Section 6. Changes. The City may, from time to time, request changes in the
scope of services of the Consultant to be performed under this Agreement. Such changes,
which are agreed upon by the City and the Consultant, shall be in the form of a written
amendment to this Agreement.
Section 7. Services and Materials to be Furnished by the City. The City shall
furnish the Consultant with all reasonably available and necessary information, data, and
material pertinent to the performance of this Agreement. The City shall cooperate with the
Consultant in carrying out the work under this Agreement. City shall not be required to
furnish any office facilities to Accountants', but shall make available to Accountants'
working space for such time as Accountants' or its employees may be required to work at the
City Hall. City personnel shall furnish minimal assistance, as determined by the Finance
Director, to Accountants', in connection with the preparation of necessary schedules and the
production of underlying supporting documents for Accountants' inspection and auditing.
960409 S7296 -00001 cas 1201416 0 — 5
• •
Section 8. Cancellation of Agreement. The City and/or the Consultant may
cancel this Agreement at any time upon five (5) days' written notice to the Consultant. The
Consultant agrees to cease all work under this Agreement on or before the effective date of
such notice. In the event that the City terminates or cancels this Agreement due to no fault
or failure of performance by the Consultant, the Consultant shall be paid a pro -rata share of
the full compensation for all services and duties performed by the Consultant based upon the
number of completed tasks as specified in Section 2 of this Agreement.
Section 9. Indemnification. The Consultant is skilled in the professional
calling necessary to perform the services and duties agreed to be performed under this
Agreement. The City is relying upon the skill, independence, professional reputation, and
knowledge of the Consultant to perform said services and duties. The Consultant agrees to
indemnify, hold harmless and defend the City, its officials, employees, and agents from any
and all liability or financial loss, including all legal expenses, resulting from any suits,
claims, losses or actions brought by any person or persons, by reason of injury and arising
directly or indirectly from any activities and operations of the Consultant, or any person
employed by the Consultant, in the performance of this Agreement.
Section 10. Insurance. The Consultant 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. The Consultant
shall submit to the City certificates indicating compliance with the following minimum
960409 S7296 -00001 cas 1201416 0 — 6 -
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insurance requirements not less than one (1) day prior to the beginning of performance under
this Agreement.
1. Worker's Compensation Insurance to cover the Consultant'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 which is admitted to do
business in the State of California.
b) Be primary to any other similar insurance and, shall name the
City, its officers, agents and employees, as 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) Indemnify the City from all liability from loss, damage or injury
to persons or to property arising from or in connection with the performance of services
under this Agreement.
e) 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."
960409 S7296 -00001 cas 1201416 0 — 7
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f) 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."
g) Cover the operations of the Consultant 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 the Consultant under the standards of this section.
Procurement of insurance by the Consultant shall not be construed as a
limitation of the Consultant's liability or as full performance of Consultant's duties to
indemnify, hold harmless, and defend under this Agreement.
The Consultant 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.
3. Professional Liability Insurance (errors and omissions) with policy limit not
less than $1,000,000 and which shall:
a) Be issued by an insurance company which is admitted to do business in the
State of California.
960409 S7296 -00001 cas 1201416 0 — 8
• •
b) Cover the operation of the Consultant pursuant to the terms of this
agreement.
Section 11. Independent Contractor. The Consultant is, and shall at all times
remain as to the City, a wholly independent contractor. The Consultant shall have no power
to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of
the City as an agent. Neither the City nor any of its agents shall have control over the
conduct of the Consultant or any of the Consultant's employees, except as set forth in this
Agreement. The Consultant shall not, at any time, or in any manner, represent that it or any
of its agents or employees are in any manner agents or employees of the City.
Section 12. Information and Reports. The Consultant shall, at such time and
in such form as the City may require, furnish such periodic reports and other information
concerning the status of the project as may be requested by the City. The Consultant shall
furnish the City, upon request, copies of all documents and other materials prepared or
developed in relation with, or as part of, the project. Upon completion of the audit, the
Consultant shall prepare and deliver to City 20 copies of the Financial Report(s) and the
Single Audit Report, all of which shall be prepared consistent with industry standards. Extra
copies of the Single Audit Report shall be provided at a flat rate of $15.00 per copy.
Section 13. Records and Inspections. The Consultant shall maintain full and
accurate records with respect to all matters covered under this Agreement. The City shall
have free access at all reasonable times to such records, and the right to examine and audit
960409 57296 -00001 cas 1201416 0 — 9
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the same and to make transcripts therefrom, and to inspect all program data, documents,
proceedings, and activities. In addition, Consultant shall retain all audit working papers for
a period of at least three years. Where applicable and required by law, Consultant, upon the
request of the City, shall provide access of such records and papers to federal agencies.
Section 14. Accomplishment of Project. The Consultant shall commence,
carry on, and complete its assignments with all practicable dispatch, in a sound, economical,
and efficient manner in accordance with all applicable laws and generally accepted industry
standards.
Section 15. Matters to be Disregarded. The titles of the sections, subsections,
and paragraphs set forth in this Agreement are inserted for convenience and reference only
and shall be disregarded in construing or interpreting any of the provisions of this contract.
Section 16. Completeness of Contract. This Agreement, and any additional
or supplementary document or documents incorporated herein by specific reference, represent
the entire and integrated agreement between the parties and supersedes any and all prior
negotiations, representations or agreements, written or oral.
Section 17. City Not Obligated to Third Parties. The City shall not be
obligated or liable under this Agreement to any party other than the Consultant.
960409 S7296-00001 cas 1201416 0 — 10 -
•
0 •
Section 18. When Rights and Remedies Not Waived. In no event shall the
making by the City of any payment to the Consultant constitute or be construed as a waiver
by the City of any breach of covenant, or any default which may then exist, on the part of
the Consultant, and the making of any such payment by the City while any such breach or
default shall exist shall in no way impair or prejudice any right or remedy available to the
City with regard to such breach or default.
Section 19. Personnel. The 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 the Consultant or under its
supervision, and all personnel engaged in the work shall be qualified to perform such
services.
Section 20. Attorney's Fees. In the event that either party to this Agreement
shall commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover its
costs of suit, including actual attorney's fees.
Section 21. Conflict Between Contract and Proposal. In the event of any
conflict between the provisions of this Agreement and the Consultant's proposal to the City,
dated April 17, 1996, the provisions of the Agreement shall be controlling.
960409 S7296 -00001 oas 1201416 0 — 11 -
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Section 22. Notices. Any notices, bills, invoices, or reports required by this
Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to
the address as noted below:
Director of Administrative Services
City of Seal Beach
211 8th Street
Seal Beach, California 90740
LANCE, SOLL & LUNGHARD
Attention: Donald L. Parker
203 North Brea Blvd., Suite 203
Brea, CA 92821 -4056
Section 23. Successors and Assigns. The Consultant shall not assign, or
attempt to assign, any portion of this Agreement without prior written approval of the City
Manager.
Section 24. Compliance with Laws. In the performance of the work
required by this Agreement, Consultant shall abide by and conform with and to any and all
applicable laws of the United States and the State of California, and the City Charter,
ordinances, regulations and policies of the City.
Section 25. Nondiscrimination by Accountants'. Accountants' represent
and agree that Accountants', its affiliates, subsidiaries or holding companies do not and will
not discriminate against any subcontractor, consultant, employee or applicant for employment
because of race, religion, color, sex, handicap or national origin. Such nondiscrimination
960409 S7296-00001 cas 1201416 0 — 12 -
o a b
0 e
r
shall include, but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship.
Executed the day and year first above written.
CONSULTANT 0/
By: l� eL i 1 ∎I /I
CITY OF SEAL BEACH
A Municipal Corporation
GWEN FORSY
Mayor
ATTEST:
0 ,
J
15 ANNE YEO
' it Clerk
Approved as to form:
QUINN M. BARROW
City Attorney
960409 S7296-00001 cas 1201416 0 — 13 -
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AGREEMENT TO PROVIDE PROFESSIONAL
AUDITING SERVICES
THIS AGREEMENT is entered into this 24th day of May, 2001, by and between
Lance, Soll & Lunghard (hereinafter called the "Consultant ") and the City of Seal Beach
(hereinafter called the "City ").
RECITALS
A. The City desires to conduct a comprehensive, independent, annual audit of the
City's finances, as required by the City Charter and by State Law.
B. The Consultant represents that it has the necessary professional skills and
experience to satisfactorily complete the audit in a timely manner.
C. The City desires to engage the Consultant to prepare the audit and to generate
the appropriate reports thereof.
NOW, THEREFORE, the parties agree as follows:
Section 1. Employment of Consultant. The City agrees to engage the Consultant
and the Consultant hereby agrees to perform the services required under this agreement.
Section 2. Scope of Services. The Consultant shall do, perform, and carry out in a
good and professional manner the following services:
(1) City hereby engages Accountants' to perform audits and examinations of the
accounting books and records of City for the fiscal year July 1, 2000 through June 30, 2001.
(a) Accountants' shall conduct an examination of City's financial statements for
r
• •
compliance with generally accepted accounting principles, as established by the Governmental
Accounting Standards Board (GASB), each such fiscal year. The audits will be conducted in
accordance with generally accepted auditing standards as established by the American Institute of
Certified Public Accountants (AICPA), and shall include such other auditing procedures as we
consider necessary in the circumstances.
Under the requirements of the Federal Government's program covering a single audit for all
federal grant funds, the compliance and financial audit will be conducted according to the
requirements of the Single Audit Act of 1984 and in accordance with generally accepted auditing
standards as well as generally accepted governmental auditing standards. Accountants'
examination will be made in accordance with the standards for financial and compliance audits
contained in the Government Auditing Standards, issued by the Comptroller General of the
United States; the Single Audit Act of 1984; and the provision of OMB Circular A -133, Audits of
State and Local Governments.
Accountants' audit shall include all funds of City and City's Redevelopment Agency.
(b) Accountants' shall submit a report of their examination of these entities financial
statements for each such fiscal year, which shall include such component unit, general purpose
and supplementary financial statements, notes to the financial statements and an opinion as to the
fairness of their presentation in conformity with generally accepted accounting principles,
applicable to the various funds or state the reasons for any exceptions to said principles.
Accountants' shall submit twenty (20) copies of their report. Where possible, the report for the
2
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City will contain two sections; however, due to timing of the engagements, these may be issued
separately. Section I of the report will contain both combined and combining financial statements,
with appropriate notes to the financial statements. Section II will contain all the reports required
by the Single Audit Act of 1984.
(c) In addition to submitting a report on the examination of the financial statements of
City, Accountants' shall submit twenty (20) copies of a management letter setting forth their
findings and/or recommendations on those matters noted and observed during the conduct of the
examination of the financial records and developed within the scope usually associated with such
an examination relating to, but not limited to, the following:
(i) Improvement in systems of internal control.
(ii) Improvements in accounting system.
(iii) Apparent noncompliance with laws and rules and regulations.
(iv) Any other material matter coming to the attention of the firm during the
conduct of the examination.
(2) The services set forth in this Section 2 of this Agreement shall be performed by
the audit manager, who shall serve as lead auditor and project manager, and the following
assistants: senior auditor, accountants. Consultant represents and warrants that throughout the
course of this Agreement each person Consultant employs to perform its responsibilities under the
Agreement shall be fully competent, qualified, licensed, bonded, and/or certified, as required by
the laws of the State of California.
3
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(3) In addition, should the City acquire or bring into its operations additional
facilities which are presently leased (if any); establishment of or modify a Redevelopment agency
of the City; provide grant funds to a Sub - grantee, or acquire accounting control of special districts
which are not now a part of its accounting activities, the audit fees related to such additional work
are subject to further negotiation. Also, should the State of California, in the future, require a
Single Audit of State Grant, this special compliance audit would be subject to further
arrangements. The City may require Consultant to perform additional work and Consultant shall
be compensated at the hourly rate specified in a proposal to the City dated April 27, 2001.
Section 3. Time of Performance. The individual services to be performed under
this Agreement by the Consultant shall be completed on or before the deadlines set forth in
Consultants' original proposal dated April 23, 1997, Scope of Services Section incorporated by
this reference.
Section 4. Compensation. The City agrees to pay the Consultant on a time and
materials basis in accordance with the rates and not to exceed caps set forth in a proposal to the
City dated April 27, 2001 for all services required and all expenses incurred under this
Agreement. Said portion of the Proposal is attached hereto as Exhibit A and incorporated by this
reference.
Section 5. Method of Payment. The Consultant shall submit monthly statements to
the City for services rendered during the prior calendar month. Such statement shall describe the
services performed and the reimbursable expenses incurred. The City shall make payment within
4
• •
thirty (30) days of receipt of such a proper statement, unless any charge is disputed in writing by
City, in which case City shall pay the undisputed charges.
Section 6. Changes. The City may, from time to time, request changes in the
scope of services of the Consultant to be performed under this Agreement. Such changes, shall be
in the form of a written amendment to this Agreement.
Section 7. Services and Materials to be Furnished by the City. The City shall
furnish the Consultant with all reasonably available and necessary information, data, and material
pertinent to the performance of this Agreement. The City shall cooperate with the Consultant in
carrying out the work under this Agreement. City shall not be required to furnish any office
facilities to Accountants', but shall make available to Accountants' working space for such time
as Accountants' or its employees may be required to work at the City Hall. City personnel shall
furnish minimal assistance, as determined by the Finance Director, to Accountants', in connection
with the preparation of necessary schedules and the production of underlying supporting
documents for Accountants' inspection and auditing.
Section 8. Cancellation of Agreement. The City and/or the Consultant may cancel
this Agreement at any time upon five (5) days' written notice to the City and/or the Consultant.
The Consultant agrees to cease all work under this Agreement on or before the effective date of
such notice. In the event that the City terminates or cancels this Agreement due to no fault or
failure of performance by the Consultant, the Consultant shall be paid a pro -rata share of the full
compensation for all services and duties performed by the Consultant based upon the number of
5
•
• •
completed tasks as specified in Section 2 of this Agreement.
Section 9. Indemnification. The Consultant is skilled in the professional calling
necessary to perform the services and duties agreed to be performed under this Agreement. The
City is relying upon the skill, independence, professional reputation, and knowledge of the
Consultant to perform said services and duties. The Consultant agrees to indemnify, hold
harmless and defend the City, its officials, employees, and agents from any and all liability or
financial loss, including all legal expenses, resulting from any suits, claims, losses or actions
brought by any person or persons, by reason of injury and arising directly or indirectly from any
activities and operations of the Consultant, or any person employed by the Consultant, in the
performance of this Agreement.
Section 10. Insurance. The Consultant 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. The Consultant shall submit to the
City certificates indicating compliance with the following minimum insurance requirements not
less than one (1) day prior to the beginning of performance under this Agreement.
1. Worker's Compensation Insurance to cover the Consultant'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
6
• •
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 which is admitted to do business in
the State of California.
b) Be primary to any other similar insurance and, shall name the City, its
officers, agents and employees, as 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) Indemnify the City from all liability from loss, damage or injury to
persons or to property arising from or in connection with the performance of services under this
Agreement.
e) 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."
f) 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."
g) Cover the operations of the Consultant 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 the Consultant under the standards of this section.
7
• •
Procurement of insurance by the Consultant shall not be construed as a limitation
of the Consultant's liability or as full performance of Consultant's duties to indemnify, hold
harmless, and defend under this Agreement.
The Consultant 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.
3. Professional Liability Insurance (errors and omissions) with policy limit not less
than $1,000,000 and which shall:
a) Be issued by an insurance company which is admitted to do business in the
State of California.
b) Cover the operation of the Consultant pursuant to the terms of this agreement.
Section 11. Independent Contractor. The Consultant is, and shall at all times
remain as to the City, a wholly independent contractor. The Consultant shall have no power to
incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City
as an agent. Neither the City nor any of its agents shall have control over the conduct of the
Consultant or any of the Consultant's employees, except as set forth in this Agreement. The
Consultant shall not, at any time, or in any manner, represent that it or any of its agents or
employees are in any manner agents or employees of the City.
8
•
Section 12. Information and Reports. The Consultant shall, at such time and in
such form as the City may require, furnish such periodic reports and other information concerning
the status of the project as may be requested by the City. The Consultant shall furnish the City,
upon request, copies of all documents and other materials prepared or developed in relation with,
or as part of, the project. Upon completion of the audit, the Consultant shall prepare and deliver
to City 20 copies of the Financial Report(s) and the Single Audit Report, all of which shall be
prepared consistent with industry standards. Extra copies of these reports shall be provided at a
flat rate of $15.00 per copy.
Section 13. Records and Inspections. The Consultant shall maintain full and
accurate records with respect to all matters covered under this Agreement. The City shall have
free access at all reasonable times to such records, and the right to examine and audit
the same and to make transcripts therefrom, and to inspect all program data, documents,
proceedings, and activities. In addition, Consultant shall retain all audit working papers for a
period of at least three years. Where applicable and required by law, Consultant, upon the request
of the City, shall provide access of such records and papers to federal agencies.
Section 14. Accomplishment of Project. The Consultant shall commence, carry
on, and complete its assignments with all practicable dispatch, in a sound, economical, and
efficient manner in accordance with all applicable laws and generally accepted industry standards.
Section 15. Matters to be Disregarded. The titles of the sections, subsections, and
paragraphs set forth in this Agreement are inserted for convenience and reference only and shall
9
• •
be disregarded in construing or interpreting any of the provisions of this contract.
Section 16. Completeness of Contract. This Agreement, and any additional or
supplementary document or documents incorporated herein by specific reference, represent the
entire and integrated agreement between the parties and supersedes any and all prior negotiations,
representations or agreements, written or oral.
Section 17. City Not Obligated to Third Parties. The City shall not be obligated or
liable under this Agreement to any party other than the Consultant.
Section 18. When Rights and Remedies Not Waived. In no event shall the making
by the City of any payment to the Consultant constitute or be construed as a waiver by the City of
any breach of covenant, or any default which may then exist, on the part of the Consultant, and
the making of any such payment by the City while any such breach or default shall exist shall in
no way impair or prejudice any right or remedy available to the City with regard to such breach or
default.
Section 19. Personnel. The 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 the Consultant or under its
supervision, and all personnel engaged in the work shall be qualified to perform such services,
Section 20. Attorney's Fees. In the event that either party to this Agreement shall
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commence any legal action or proceeding to enforce or interpret the provisions of this agreement,
the prevailing party in such action or proceeding shall be entitled to recover its costs of suit,
including actual attorney's fees.
Section 21. Conflict Between Contract and Proposal. In the event of any conflict
between the provisions of this Agreement and the Consultant's proposals to the City, dated April
17, 1996 and April 27, 2001, the provisions of the Agreement shall be controlling.
Section 22. Notices. Any notices, bills, invoices, or reports required by this
Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the
address as noted below:
Director of Administrative Services
City of Seal Beach
211 8th Street
Seal Beach, California 90740
LANCE, SOLL & LUNGHARD
Attention: Donald L. Parker
203 North Brea Blvd., Suite 203
Brea, CA 92821 -4056
Section 23. Successors and Assigns. The Consultant shall not assign, or attempt to
assign, any portion of this Agreement without prior written approval of the City Manager.
Section 24. Compliance with Laws. In the performance of the work required by
this Agreement, Consultant shall abide by and conform with and to any and all applicable laws of
the United States and the State of California, and the City Charter, ordinances, regulations and
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policies of the City.
Section 25. Nondiscrimination by Accountants'. Accountants' represent and agree
that Accountants', its affiliates, subsidiaries or holding companies do not and will not
discriminate against any subcontractor, consultant, employee or applicant for employment
because of race, religion, color, sex, handicap or national origin. Such nondiscrimination
shall include, but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of
compensation and selection for training, including apprenticeship.
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Executed the day and year first above written.
CONSULTANT
B
y' AZZefrilirt
DONALD L. PARKER, CPA
PARTNER
CITY OF SEAL BEACH
A Municipal Corporation
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By: QJ i ./ :.. ,_,
, / /
M OR
ATTEST:
N
r �
iJ r
r
By: `� /l r,,�f (SEAL)
CIT CLERK
Approved as to form:
C ; k1 / eerst.L4A1
QUINN M. BARROW
CITY ATTORNEY
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