HomeMy WebLinkAboutContracts & Agreements_229-2007_CCv0001.pdf AGREEMENT WITH LANCE, SOLL & LUNGHARD, LLP TO FURNISH
PROFESSIONAL SERVICES
This agreement for professional services ("Agreement") is made and entered into this 1.8`n
day of December, 2007 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Lance, Soil & Lunghard, LLP ("Consultant"). City and Consultant are
sometimes individually referred to herein as a "Party"and, together, as the "Parties."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 -ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform a Cash Operations Audit for the City of
Redlands.
1.2 Consultant shall prepare and deliver to City a complete audit and summary report in
compliance with the Auditing Standards generally accepted in the United States and the
United States General Accounting Office's Government Auditing Standards of 1994 (the
"Services"}. The Services which Consultant shall perform are more particularly described in
Exhibit"A,"entitled"Scope of Services,"which is attached hereto and incorporated herein
by this reference.
1..3 Consultant's obligation to provide the auditing Services to City is personal in nature, and
shall not be delegated or assigned without City's prior written consent.
1.4 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the auditing
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of services.
1.5 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act and the Fair Employment and Housing Act.
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ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City will make provision for Consultant to enter upon City-owned property, as reasonably
required by Consultant, to perform the Services.
2.3 City designates Judy Jacobson,City's Interim Revenue Manager,or her designee,as City's
representative with respect to Consultant's performance of the Services. The City's Revenue
Manager shall have the authority to transmit instructions,receive information,interpret and
define City's policies and decisions with respect to performance of the Services.
ARTICLE 3 -PERIOD OF SERVICE
3.1 Consultant shall perform the Services in a prompt and diligent manner and shall issue a
report for the Services within two weeks after completion of Consultant's fieldwork. The
Process and Timeline which Consultant shall perform are more particularly described in
Exhibit "B," entitled "Process and Timeline," which is attached hereto and incorporated
herein by this reference.
ARTICLE 4 -PAYMENT AND NOTICE
4.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Nine Thousand Nine Hundred Seventy-Five Dollars {$9,975.00), including
reimbursement for estimated direct expenses. City shall pay Consultant on a time and
materials basis up to the not to exceed amount in accordance with Exhibit "13," and the
hourly rates discussed therein. Consultant shall be reimbursed by City for direct expenses
incurred in connection with the Services. Direct expenses are costs incurred by Consultant
in providing the Services including,but not limited to,costs for travel,technology charges,
postage, long distance telephone calls and reproduction.
4.2 Payments by City to Consultant shall be made within thirty (30)days after receipt and
approval by City of Consultant's invoice, by warrant payable to Consultant. Invoices
shall be sent to City on a monthly basis.
43 All notices shall be given in writing by personal delivery or by United. States mail.
Notices, sent by United States mail should be addressed as follows:
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City: Judy Jacobson
Interim Revenue Manager
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: Richard K. Kikuchi, CPA, Partner
Lance, Soll & Lunghard, LLP
Certified Public Accountants
203 N. Brea Blvd., Suite 203
Brea, California 92821
When so addressed, such notices shall be deemed given upon deposit in the United States Mail,
Changes may be made in the names and addresses of the person to who notices and payments are
to be given by giving notice pursuant to this section.
ARTICLE 5 -INSURANCE AND INDEMNIFICATION
5.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services pursuant to
this Agreement unless and until all required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. All insurance policies
shall include a provision prohibiting cancellation or modification of the policy except upon
thirty (30) days prior written notice to City.
5.2 A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in an amount which meets the
statutory requirement with an insurance carrier acceptable to City. The insurance policy
shall include a provision prohibiting cancellation of said policy except upon thirty(30)days
prior written notice to City.
B. Consultant expressly waives all rights to subrogation against City, and its elected
officials,officers and employees,for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's employees.
Consultant agrees that the obligation to indemnify,defend and hold harmless provided for in
this Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage
resulting from the sole negligence of City, its agents and employees. To the extent any of
the damages referenced herein were caused by or resulted from the concurrent negligence of
DJM\Agree\Lance Soil Lunghard Professional Services Agreement
City,its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
5.3 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend
City and its elected officials, employees and agents from and against any and all claims,
losses or liability, including attorneys' fees, arising from injury or death to persons or
damage to property occasioned by any act, omission or failure to act by Consultant, its
officers, employees and agents in performing the Services.
5.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express written consent of City. In the event of mutual agreement between Parties to
assign a portion of the Services,Consultant shall add the assignee as an additional insured
and provide City with the insurance endorsements prior to the performance of any services
by the assignee. Assignment does not include printing or other customary reimbursable
expenses that may be provided in this Agreement.
5.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force
throughout the duration of the Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured, and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City. Certificates of insurance and endorsements shall be delivered to City
prior to commencement of the Services.
5.6 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the duration of this Agreement in the amount of One Million Dollars
($1,000,000)per claim made. A certificate of insurance and endorsement shall be delivered
to City prior to commencement of the Senices,
5.7 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
with minimum limits of One Million Dollars($1,000,000)per occurrence,combined single
limit for bodily injury liability and property damage liability.This coverage shall include all
Consultant owned vehicles used on the project,hired and non-owned vehicles,and employee
non-ownership vehicles. Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City. City shall be named as an additional insured
and a certificate of liability insurance and endorsement shall be delivered to City prior to
commencement of the Services.
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ARTICLE 6 - CONFLICTS OF INTEREST
6.1 Consultant covenants and represents that it does not have any investment or interest in
real property and shall not acquire any interest, direct or indirect, in the geographical area
covered by this Agreement or any other source of income, interest in real property or
investment which would be affected in any manner or degree by the performance of
Consultant's Services. Consultant further covenants and represents that in the
perforrilance of its duties hereunder, no person having any such interest shall perform any
Services under this Agreement,
6.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(1) the making or any governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(ill) authorizing City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi) Adopting, or granting City approval of,policies, standards or guidelines
for City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in
making a governmental decision or otherwise perform the same or substantially all the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code section
87302.
6.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
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ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys'fees,including fees for in-house counsel
of the Parties.
7.2 Consultant shall not assign any of the Services to be performed under this Agreement,except
with the prior written approval of City and in strict compliance with the terms,provisions
and conditions of this Agreement.
7.3 Consultant's key contact person to perform the Services is Richard K. Kikuchi, CPA,
Partner. Consultant agrees that this key person shall be made available and assigned to
perform the Services and that he shall not be replaced without concurrence from City.
7.4 All documents,records, drawings, designs,cost estimates, electronic data files,databases,
and other documents developed by Consultant pursuant to this Agreement,and any copyright
interest in such documents,shall become the property of City and shall be delivered to City
upon completion of the Services,or upon the request of City. Any reuse of such documents
and any use of incomplete documents will be at City's sole risk.
7.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any personnel
retained by it be deemed to have been employed by City or engaged by City for the account
of, or on behalf of City.
7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.7 This Agreement may be terminated by City, in its sole discretion and without cause, by
providing five (5) business days' prior written notice to Consultant(delivered by certified
mail, return receipt requested) of intent to terminate.
7.8 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but(1)no amount shall be allowed for anticipated profit or unperformed services,and
(2)any payment due Consultant at the time of termination may be adjusted to the extent of
any additional costs to City occasioned by any default by Consultant.
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7.9 Upon receipt of a termination notice,Consultant shall immediately discontinue all services
affected, and within five(5)days of the date of the termination notice, deliver or otherwise
make available to City,copies(in both hard copy and electronic form,where applicable)of
any data, design calculations, drawings, specifications, reports, estimates, summaries and
such other information and materials as may have been accumulated by Consultant in
performing the Services required by this Agreement. Consultant shall be compensated on a
pro-rata basis for work completed up until notice of termination.
7.1.0 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at
the office of Consultant.
7.11 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
7.12 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS LANCE, SOLL& LUNGHARD, LLP
By:
By:
Jon Harrison, Mayor Richard K. Kikuchi, CPA, Partner
Attest:
City Cle k
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EXHIBIT"A"
SCOPE OF SERVICES
The Cash Operations Audit, which would be performed as an Agreed Upon Procedures
Review, for the City of Redlands would cover the following areas:
1. Cashiering Activities;
2. Securing cash on hand and checks awaiting deposit;
3. Processing of petty cash requests;
4. Depositing cash and checks in a timely manner;
5. Bank Account Reconciliation;
6. Communicating cash activities and procedures between the Treasurer's office and
other City departments;
7. Monitoring and forecasting cash balances;
8. Investing excess balances; and
9. Segregation of duties.
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EXHIBIT"B"
PROCESS AND TIMELINE
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Process and Timeline
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We will perform a Cash Operations Agreed-Upon Procedures Re
services noted in the Letter of Transmittal view and issue a report for the
we will begin our test work in earl Januaryages 1 and 2)l this proposal. It is anticipated that
l the finance department and management of the C and i2008. We ssue our port approximately oxo nate our fieldwork dates with
after completion of this fieldwork. pP ately two weeks
Ke Procedures:
• Entrance Conference to discuss objective and set milestones
• Interviews with certain City staff
Documentation of current internal control system
• Testing of current internal control system
Summarize results of testwork and compile p possible suggestions for strengthening the system
• Exit Conference to discuss results
Proposed Fees
The fee of 12.,975 is based upon our estimated of time (150 hours) required to perform this
Agreed-Upon Procedures Review for the City of Redlands and the hourly rates as noted below.
This represents a not-to-exceed maximum amount. Additionally, the fees are based upon the
assumption that accounting records are readily available and that the scope of this audit
review, report on and make recommendations regarding the current cash controls in place at the
City of Redlands. To the extent that this is not the case,the fees shown would be subject to further
negotiation. We do not charge extra for meeting with the governin board or
reproducing a reasonable number of reports. g for typing and
fHourly Rates For Additional Services:
Should the City require additional services above and beyond the scope of this proposal,the hourl
rates Lance, Soll & Lunghard, LLP utilizes will be based on the following: y
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i Partner $179/hour
Manager $105/hour
Senior Auditor
$88/hour
Staff Auditor $79/hour
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