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HomeMy WebLinkAboutCDC/2000-22 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. CDC/2000-22 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN AGREEMENT, AND AUTHORIZING EXECUTION THEREOF, WITH CONRAD AND ASSOCIATES, L.L.P., TO PERFORM FINANCIAL AUDIT SERVICES FOR THE ECONOMIC DEVELOPMENT AGENCY. WHEREAS, the Community Development Commission ("Commission") desires to enter into an agreement with Conrad and Associates, L.L.P., to perform financial audit services for the Economic Development Agency of the City of San Bernardino. WHEREAS, said agreement with Conrad and Associates, L.L.P., will be for a three-year period beginning with the audit of fiscal year 1999-2000, with the option oftwo one-year extensions. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: Section 1. The Commission hereby approves and authorizes the Chairperson of the Commission to execute an agreement with Conrad and Associates, L.L.P., to perform [mancial audit services for the Economic Development Agency of the City of San Bernardino for a three-year period beginning with the fiscal year 1999-2000, with the option of two one-year extensions, as attached hereto. Section 2. This Resolution shall take effect upon the date of its adoption. II I 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 CDC/2000-22 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN AGREEMENT, AND AUTHORIZING EXECUTION THEREOF, WITH CONRAD AND ASSOCIATES, L.L.P., TO PERFORM FINANCIAL AUDIT SERVICES FOR THE ECONOMIC DEVELOPMENT AGENCY. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a Joint Regular meeting thereof, held on the 10th day of July, 2000, by the following vote, to wit. Commission Members Ayes Nays Abstain Absent ESTRADA X LIEN X MCGINNIS X - SCHNETZ X SUAREZ X - ANDERSON ~ MCCAMMACK X 20 The foregoing Resolution is hereby approved this ~day of July ,2000. 21 22 23 24 25 26 27 28 By: J Agency Counsel -e.a.-- alles, Chairperson nity Development ission ofthe City of ernardino CDC/2000-22 AGREEMENT FOR AUDITING SERVICES This Agreement for Auditing Services is made and entered into on this i I 'Yh.. day of July ~OOO by and between the City of San Bernardino Economic Development Agency, a municipal corporation (hereinafter referred to as "AGENCY") and Conrad and Associates, L.L.P., Certified Public Accounts (hereinafter referred to as "AUDITORS"). WITNESSETH WHEREAS, AUDITORS are recognized as competent and qualified certified public accountants who were selected by the AGENCY 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 tern1inated earlier or canceled as provided for herein, the term of this Agreement shall be for 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 AGENCY as set forth in Appendix A, the request for proposal (RFP) for audit services dated 5/2/2000, and AUDITOR'S proposal dated 5/22/2000. These documents are attached hereto and by reference incorporated herein and made a part hereof. 3. AGENCY'S OBLIGATIONS. For furnishing services specified in this Agreement, AGENCY 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, AGENCY 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 AGENCY'S Director of Administrative Services, said invoice shall be paid within thirty (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 AGENCY furnishes the information to AUDITORS pursuant to Section 3 herein above in a timely manner. 6. TERMINATION. A. Termination Without Cause. AGENCY 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 of termination stated in the written notice, AUDITORS shall discontinue performance of the services, preserve the product of the services, and turn over to AGENCY the product of the services in accordance with written instructions of AGENCY. If AGENCY terminates the Agreement under this Subsection A of Section 6, AGENCY 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, AGENCY shall compensate AUDITORS in the same amount AGENCY would compensate AUDITORS in the event AGENCY terminated the Agreement under this Subsection A of Section 6, less any costs AGENCY 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, AGENCY's payment as provided herein shall constitute full satisfaction of AGENCY's obligations under this Agreement. B. Termination by AGENCY for Cause. I. AGENCY may, by written notice to AUDITORS, immediately terminate the whole or any part of this Agreement in any of the 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 AGENCY may authorize in writing after notice is given by AGENCY specifying such failure of breach; 2 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; or 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 AGENCY the product of the services in accordance with written instructions of AGENCY. In the event AGENCY terminates this Agreement in whole or in part as provided above in Paragraph I of this Subsection B of Section 6, AGENCY 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 AGENCY 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 AGENCY's obligations under this Agreement. C. Termination by AUDITORS for Cause. AUDITORS may immediately terminate this Agreement if AGENCY is in breach of the Agreement and does not correct such breach within a period often ten (l0) 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, AGENCY 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 AGENCY's obligations under this Agreement. 7. NOT OBLIGATED TO THIRD PARTIES. The AGENCY 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 AGENCY 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 AGENCY. In addition, neither this Agreement nor any 3 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 AGENCY. 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 written consent of AGENCY. 9. INDEPENDENT CONSULTANT. Neither the AGENCY nor any of its employees shall have any control over he manner, mode or means by which the AUDITORS, its agents or employees perform the services required herein, except as otherwise set forth. The AGENCY shall have no voice in the selection, discharge, supervision or control of AUDITORS' employees, servants, representatives or agents, or infixing 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 AGENCY and shall remain at all times to the AGENCY 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 AGENCY. AGENCY 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 to maintain professional liability insurance to protect AGENCY 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 AGENCY with respect to such professional liability insurance. 4 10. INSURANCE. (CONTINUED) 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 AGENCY. The insurer shall waive the right of subrogation against AGENCY, its officers, employees and agents, and the coverage shall be primary for losses arising out of AUDITORS' performance hereunder and neither the AGENCY nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming the AGENCY as an additional insured shall be delivered to and approved by the AGENCY 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 AGENCY, its officials and employees. The amount of insurance required hereunder shall be as follows: I. Workers' Compensation to statutory limits; '" J. 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 $1,000,000 $1,000,000 $2.000,000 2. $1,000,000 $1,000,000 4. $1,000,000 ] I. PREY AILING 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 expense 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: AGENCY: Gary Van Osdel, Executive Director City of San Bernardino Economic Development Agency 201 North E Street, Suite 301 San Bernardino, California 92401 5 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 AGENCY 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 ECONOMIC DEVELOPMENT AGENCY a es, Chair unity Development Commission CONRAD AND ASSOCIATES, L.L.P. /1J,tA~ ~~ Michael A. Harrison, Partner 6