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HomeMy WebLinkAbout2000-184 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . , RESOLUTION NO. 2000-184 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARIDNO AND CONRAD AND ASSOCIATES, L.L.P. FOR THE PROVISION OF FINANCIAL AUDITING SERVICES. . , BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION I. The Mayor of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City an agreement with Conrad and Associates, L.L.P. relating to financial auditing services, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. Upon execution of said agreement, the Purchasing Manager of the City of San Bernardino is directed to issue a Purchase Order to Conrad and Associates, L.L.P. in an amount not to exceed $45,000. SECTION 2. The authorization to execute the above referenced agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days for the passage of this resolution. 1/1/ 1/1/ 1/1/ 1/1/ /1/1 1/1/ II/I 1/1/ . .. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2000-184 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CONRAD AND ASSOCIATES, L.L.P. FOR THE PROVISION OF FINANCIAL AUDITING SERVICES. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at anJoint Regular 19th June meeting thereof, held on the _ day of , 2000, by the following vote to wit: COUNCIL MEMBERS AYES NAYS ABSTAIN ABSENT ESTRADA x LIEN x MC GINNIS x x SCHNETZ SUAREZ x ANDERSON x MC CAMMACK x 2000. ~.h,~ Rac I G. Clark, City Clerk The foregoing resolution is hereby approved this &day of ~. ~A~/- Esther Estrada Mayor Pro Tern Approved as to form and legal content: JAMES F. PENMAN City Attorney By r- -? Ii- (; . .J 2 . ' ., 2000-184 , . '. AGREEMENT FOR AUDITING SERVICES This Agreement for Auditing Services is made and entered into on this day of June, 2000 by and between the City of San Bernardino, a municipal corporation (hereinafter referred to as "CITY") and Conrad and Associates, L.L.P., Certified Public Accountants (hereinafter referred to as "AUDITORS"). WITNESSETH WHEREAS, AUDITORS are recognized as competent and qualified certified public accountants who were selected by the CITY through competitive procedures, and are duly authorized to practice and licensed as such by the California State Board of Accountancy; NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: I. TERM. Unless terminated earlier or cancelled as provided for herein, the term of this Agreement shall be for the each of the three fiscal years ending June 30, 2000 through 2002 with the option to renew for the fiscal years ended June 30, 2003, and 2004. 2. SCOPE OF SERVICES. The AUDITORS agree to provide services and perform all work necessary in a manner satisfactory to the CITY as set forth in Appendix A, the request for proposal (RFP) for audit services dated 5/2/2000, and AUDITOR'S proposal dated 5/2212000. These documents are attached hereto and by reference incorporated herein and made a part hereof. 3. CITY'S OBLIGATIONS. For furnishing services specified in this Agreement, CITY will pay and the AUDITORS shall receive the full compensation as set forth in Appendix B attached hereto and by reference incorporated herein and made a part hereof, Additionally, CITY agrees to provide AUDITORS with supporting schedules, trial balances and reconciliations as necessary to complete the services requested. 4. PAYMENT SCHEDULE. The AUDITORS shall submit a monthly billing based on the percentage of audit work completed. After approval of the CITY'S Director of Finance, said invoice shall be paid within 30 days. 5. COMPLETION OF AUDIT AND DELIVERY OF AUDIT OPINIONS. A. AUDITORS shall complete all work by the dates provided in Appendix A of each fiscal year included in the term of this Agreement. B. AUDITORS shall deliver their final typed audit opinions and other reports as set forth in Appendix A for each fiscal year included in the term of this Agreement provided CITY furnishes the information to AUDITORS pursuant to Section 3 herein above in a timely manner. .' 2000-184 , .. 6. TERMINATION. '. A. Termination Without Cause. CITY and AUDITORS shall have the right to terminate this Agreement, by giving not less than thirty (30) days written notice of termination to the other party. On the date oftermination stated in the written notice, AUDITORS shall discontinue performance of the services, preserve the product of the services, and turn over to CITY the product of the services in accordance with written instructions of CITY. If CITY terminates the Agreement under this Subsection A of Section 6, CITY shall compensate AUDITORS within thirty (30) days following the effective date of termination a fee for all services satisfactorily provided prior to the effective date of termination based on the amounts and rates set forth in Appendix B. If AUDITORS terminate the Agreement under this Subsection A of Section 6, CITY shall compensate AUDITORS in the same amount CITY would compensate AUDITORS in the event CITY terminated the agreement under this Subsection A of Section 6, less any costs CITY pays other auditors to review or re-perform the services provided by AUDITORS prior to the date of termination. In the event of termination without cause by either party, CITY's payment as provided herein shall constitute full satisfaction of CITY's obligations under this Agreement. B. Termination bv CITY for Cause. 1. CITY may, by written notice to AUDITORS, immediately terminate the whole or any part of this Agreement in any ofthe following circumstances: a. AUDITORS fail to perform the services required by this Agreement within the time specified herein, or within any extension of that time; b. AUDITORS fail to perform satisfactorily the services called for by this Agreement, or otherwise breaches any provision of this Agreement, and do not correct such failure within a period of ten (10) days or such longer period as CITY may authorize in writing after notice is given by CITY specifying such failure of breach; or c. AUDITORS make a general assignment for the benefit of their creditors, files or have filed against them a petition in bankruptcy, or have a receiver appointed on account of their insolvency. d. AUDITORS fail to maintain the insurance required pursuant to Section 10. 2. Immediately upon receiving written notice of termination, AUDITORS shall discontinue performing services, preserve the product of the services, and turn over to CITY the product of the services in accordance with written instructions of CITY. In the event CITY terminates this Agreement in whole or in part as provided above in Paragraph I of this Subsection B of Section 6, CITY shall pay AUDITORS a fee for all services satisfactorily provided by AUDITORS prior to the effective date of termination based on the amounts and rates set forth in Appendix B, less any fees CITY pays other auditors to review or re-perform the services provided by AUDITORS prior to the date of termination. Said payment shall constitute full satisfaction of CITY's obligations under this Agreement. .' 2000-184 '- . .. C. Termination bv AUDITORS for Cause. AUDITORS may immediately terminate this Agreement if CITY is in breach of the Agreement and does not correct such breach within a period often (10) days (or such longer period as AUDITORS may authorize in writing) after notice is given by AUDITORS specifying such failure of breach. If AUDITORS terminate the Agreement pursuant to this Subsection C of Section 6, CITY shall compensate AUDITORS within thirty (30) days following the effective date of termination a fee for all services satisfactorily provided prior to the effective date of termination based on the amounts and rates set forth in Appendix B, and such payment shall constitute full satisfaction of CITY's obligations under this Agreement. , 7. NOT OBLIGATED TO THIRD PARTIES. The CITY shall not be obligated or liable hereunder to any party other than the AUDITORS. 8. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT. The experience, knowledge, capability and reputation of AUDITORS, its principals and employees were a substantial inducement for the CITY to enter into this Agreement. Therefore AUDITORS shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty- five percent (25%) of the present ownership and/or control of AUDITORS, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including in any bankruptcy proceeding this Agreement shall be void. No approved transfer shall release any surety of AUDITORS of any liability hereunder without the express consent of CITY. 9. INDEPENDENT CONSULTANT. Neither the CITY nor any of its employees shall have any control over the manner, mode or means by which the AUDITORS, its agents or employees perform the services required herein, except as otherwise set forth. The CITY shall have no voice in the selection, discharge, supervision or control of AUDITORS' employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. AUDITORS agree to maintain continuity of managerial personnel assigned to the engagement except for reasons beyond AUDITORS' control. AUDITORS shall perform all services required herein as an independent contractor of CITY and shall remain at all times to the CITY a wholly independent consultant with only such obligations as are consistent with that role. AUDITORS shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of CITY. CITY shall not in any way or for any purpose become or be deemed to be a partner of AUDITORS in its business or otherwise of a joint venture or a member of any joint enterprise with AUDITORS. 10. INSURANCE. The AUDITORS shall procure and maintain, at its cost, comprehensive general liability and property damage insurance, including automobile and excess liability insurance, against all claims for injuries against persons or damages to property resulting from AUDITORS' negligent acts or omissions rising out of or related to AUDITORS' performance under this Agreement. AUDITORS shall also carry Workers' Compensation Insurance in accordance with State Workers' Compensation laws. Said Workers' Compensation Insurance shall be through its business services firm Conrad Business Services, Inc. AUDITORS agree 2000-184 ~ , . , " 10. INSURANCE, (CONTINUED) " , . '. to maintain professional liability insurance to protect CITY from AUDITORS' negligent acts, errors or omissions of a professional nature. If any claim related to the performance hereunder be asserted against either party hereto, the party claimed against shall receive all reasonable assistance from the other. The requirements herein for subrogation may be waived by the CITY with respect to such professional liability insurance. The insurance required hereunder shall be kept in effect during the term of this Agreement and shall not be subject to reduction in coverage below the limits established herein, nor cancellation or termination without thirty (30) days prior written notice by registered letter to the CITY. The insurer shall waive the right of subrogation against CITY, its officers, employees and agents, and the coverage shall be primary for losses arising out of AUDITORS' performance hereunder and neither the CITY nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming the CITY as an additional insured shall be delivered to and approved by the CITY prior to commencement of the services hereunder. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of AUDITORS' obligation to indemnify the CITY, its officials and employees. The amount of insurance required hereunder shall be as follows: 1. Workers Compensation to statutory limits; 2. Commercial General Liability: Each occurrence Personal injury Aggregate limit Hired Auto and Non-Owned Auto Liability: Each occurrence Aggregate limit Professional Liability; Each claim and in the aggregate 3. 4. $1,000,000 $1,000,000 $2,000,000 $1,000,000 $1,000,000 $1,000,000 II. PREVAILING P ARTY. If any court action occurs as a result of a dispute between the parties concerning any element of this agreement, the prevailing party shall be entitled to reasonable attorney's fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this agreement on behalf of the City shall be considered as "attorney's fees" for the purpose of this paragraph. 12. 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: Fred Wilson, City Administrator City of San Bernardino 300 North "D" Street, 4th floor San Bernardino, California 92418 CITY: 2000-184 ~ . " . . AUDITORS: Michael A. Harrison, Partner Conrad and Associates, L.L.P. 1100 Main Street, Suite C Irvine, California 92614 '. 13. AUTHORITY TO EXECUTE AGREEMENT. Both CITY and AUDITORS do 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 instrument to be executed the day and year first written above. CITY OF SAN BERNARDINO ATTEST: , UM~~()J/~--t) City Clerk 6 APPROVED AS TO FORM AND LEGAL CONTENT: CONRAD AND ASSOCIATES, L.L.P. ~ ,,/, p/'A-I-ft1-\.<-4<'- Michael A. Harrison, Partner l . I:AMII:D@ MUTUAl INSURANCE COMPIINY The GPAs' I nsu ran ce Co m pany 1235 Radio Road, Redwood Ci1y, CA 94065-1217 650.802.2500/800.652.1772 Fax 650.802.2700 /888.4-CAMICO (422-6426) www.camlco.com CAMICO MUTUAL INSURANCE COMPANY (CAMICO) CERTIFICATE OF INSURANCE Date: January 8, 2003 To: City of San Bernardino 300 N. "D" Street San Bernardino, CA 92418 Ann: City Clerk RE: Conrad and Associates, LLP Policy No. CAL01311 This is to certify that as of the date hereof a CAMICO policy of accountant's professional liability insurance insuring Conrad and Associates, LLP as the Named Insured is in effect. The policy period of such policy is 01/01/2003 to 12/31/2003 and the per claim/aggregate limits of liability thereunder are $2,000,OOO/$2,OOO,OOOrespectively. Such insurance is subject to cancellation as provided in the policy and to nonrenewal by the Company or by the Named Insured. Coverage is subject to all the terms and conditions of the policy. Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder. CAMICO MUTUAL INSURANCE COMPANY BY Ric Rosario Vice President of Risk Management