HomeMy WebLinkAboutContracts & Agreements_61-2016 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for professional auditing services("Agreement")is made and entered into
this 5`n day of April, 2016 ("Effective Date"), by and between the City of Redlands, a municipal
corporation and the Successor Agency to the former Redevelopment Agency of the City of
Redlands(together,"City")and Trance Soll&Lungard,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 provide professional auditing services for the audit of
Fiscal Year 2015-2016,with the option to provide auditing services for two additional audit
years,Fiscal Year 2016-2017 and Fiscal Year 2017-2018.
1.2 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
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.
ARTICLE 2 W SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit"A,"
entitled"Scope of Services,"which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including,but not limited to, State prevailing wage laws.
ARTICLE 3—RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant in.fonnation in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tina T. Kundig, Finance Director, and Farrah Jenner, Assistant Finance
Director,to act as its representative with respect to performance of the Services,and such
persons 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 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner. The
term of this Agreement shall commence on the Effective Date and shall end upon
completion of the Services for the audit of Fiscal Year 2015-2016,unless the options for
additional Services for subsequent audit years, Fiscal Year 2016-2017 and Fiscal Year
2017-2418 are exercised,in which case the term shall end upon completion of the Services
for those audit years.
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4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form,and made available to the City,consistent with City
Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City Staff.
ARTICLE 5—PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services for the audit of Fiscal
Year 2015-2016 shall be Fifty Three Thousand Three Hundred Fifty-Nine Dollars
(553,359). Should the City choose to exercise the option(s)for additional auditing services
for audit years,Fiscal Year 2015-2017 and Fiscal Year 2017-2018,the compensation shall
be Fifty Four Thousand Four Hundred Twenty-Six Dollars ($54.426) and Fifty Five
Thousand Five Hundred Fifteen Dollars ($55,515), respectively. Compensation is in
accordance with the schedule set forth in Exhibit "B", which is attached hereto and
incorporated herein by reference.
5.2 Consultant shall submit invoices to City including a brief description of the
Services performed, the dates the Services were performed,and the number of hours spent
and by whom. City shall pay Consultant no Iater than thirty (30) days after receipt and
approval by City of Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement,shall be in writing.Any such notice shall be deemed delivered(i) on the date
of delivery in person;(ii)five(5)days after deposit in first class registered mail,with return
receipt requested; (iii)on the actual delivery date if deposited with an overnight courier;or
(iv)on the date sent by facsimile,if confirmed with a copy sent contemporaneously by first
class,certified, registered or express mail; in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide
notice in accordance with this section:
9ty Consultant
Tina T. KundiglFarrah Penner Richard K, Kikuchi, CPA, Partner
City of Redlands Finance Dept. Lance Soil Lunghard,LLP
35 Cajon Street, Suite 30 203 N. Brea Blvd.,Suite 203
PO.Box 3005 (mailing) Brea, CA 92821
Redlands,CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perforin any Services unless and
until the 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. Insurance policies shall include a provision
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prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to City
that Consultant is self-insured or exempt from the workers' compensation laws of the State
of California. Consultant shall provide City with Exhibit "C," entitled "Workers'
Compensation Insurance Certification,"which is attached hereto and incorporated herein
by this reference prior to performance of the Services.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars (51,000,000) 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.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars($1,000,000)per claim made.
6.5 Consultant shall secure and maintain business auto liability coverage,with minimum limits
of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury
liability and property damage liability. This coverage shall include all Consultant owned
vehicles used in conaectioa with Consultant's provision of the Services, hired and non-
owned vehicles, and employee non-ownership vehicles. 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.
6.6 Consultant shall defend, indemnify and hold harmless 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 negligent act or omission by,or the willful misconduct of,Consultant,or its officers,
employees and agents in performing the Services.
ARTICLE 7--COAIFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services.Consultant further covenants and represents that
in the performance of its duties hereunder,no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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A.Does not snake a governmental decision whether to:
(i) approve a rate,rule or regulation,or adopt or enforce a City law;
(ii) issue., deny, suspend or revoke any City permit, license, application,
certification,approval,order or similar authorization or entitlement;
(iii) authorize the City to enter into,modify or renew a contract;
(iv) grant 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) grant City approval to a plan,design,report, study or similar item;
(vi) adopt or g=t City approval of,policies,standards or guidelines for City or
for any subdivision thereof.
B. Does not serge in a staff capacity with City and in that capacity, participate in
making a goverru>aental decision or otherwise perform the same or substantially 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.
7.3 In the event City determines that Consultant must disclose its financial interests,Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk,
ARTICLE S—GENTRAL CONSIDERATIONS
8.1 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 the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
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,shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor, Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth.Consultant shall supply all necessary tools and instrumentalities required to perform
the Services.Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant or 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. Consultant shall have no
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authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent, nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.This Agreement may be terminated by
City, in its sole discretion,by providing not less than five (5) days prior written notice to
Consultant of City's intent to terminate. 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. Upon receipt of a termination notice, Consultant shall
immediately discontinue its provision of the Services and,within five (5) days of the date
of the tennination notice,deliver or otherwise make available to City,copies(in both hard
copy and electronic form, where applicable) of project related 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.
Consultant shall be compensated on a pro-rata basis for Services completed up to the date
of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three(3)
years,or for any longer period required by law,from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.7 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. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing,approved by City and signed by City and
Consultant.
8.8 This Agreement: shall be goverried by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences,clauses,paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein,unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF; duly authorized representatives of Cita,and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS LANCE SOLL L[INGHARD,LLP
By By: .
Pahl W. Foster,Mayor Richard K. Kikuchi, CPA, Partner
Attest:
Sam ty Clerk
SUCCESSOR AGENCY TO THE FOPIAER
REDEVELOPMENT AGENCY OF THE
CITY OF REDLAND S
B(
WaawFoster, C airperson
Attest:
Sam IrwkAncy Secretary
lAca�dj4AgrecmcntsULSL Professional Services AgreemM 4.5.16.coex 6
Exhibit "A"
LS1arGoo
•
February 18, 2016
Ms. Tina Kundig
Finance Director
City of Redlands
Redlands, CA 92373
Dear Ms. Kundig:
As you are aware, our contract with the City of Redlands for auditing services expired
with the fiscal year ending ,lune 30, 2016. Over the past years, we have provided the
City with auditing and accounting services which:
Produced an audited financial statement meeting all the requirements
necessary to receive the Government Finance Officers Association Award for
Excellence in Financial Reporting.
Provided assistance and information to City staff when required and helpful
recommendations to management
We have made it an absolute priority to provide the City of Redlands with the best
service available and we would like to continue to provide this level of service to the
City. Since LSL specializes in the audits of cities and has an extensive government
services staff, this will enable us to structure staff rotation on your engagement so that
the City will always receive a fresh look at its system and: records.
Towards this end, we would like to propose a new three year contract in order to
provide continuous and undisrupted auditing services to the City. As a part of our
services, LSL will continue to provide extensive Government Accounting Standards
Board (GASB) assistance to the City throughout the year.
please see the attached Appendix A for our proposed fees. We have applied a modest
2% increase per year and the services to be performed, fee structure and billing
methods would remain unchanged from our original agreement
PrlimeGlobal
------------
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.
city of Redlands
February 18, 2016
Again, LSL looks forward to continue to provide quality services to the City of Redlands.
Please sign below to acknowledge your acceptance of this agreement and return to my
attention. Should you or any other representative of the City have additional questions
regarding this agreement, please do not hesitate to contact Rich Kikuchi, Partner at
(714) 672-0022.
Very truly yours,
Tina Kundig, Finance Director
Date
Exhibit "B"
Appendix A
MY-of Redlands
Larme,Sol]&Lunghard,LLP-Quote for Audit Servltes
2015-16 2016-17 2017-18
CIIyAudit(includes GASB 68) $47,003 $ 47,843 $ 48,902
5ucceswrAgency 2.585 2.636 2.689
5ingleAudir 3,215 3,278 3,345
CANN 557 558 579
S 53,358 S 54,428 S 55.5516
'includes 2 Mlor Programs(S2,000 for each additional Program)
EXHIBIT ►►e►►
WORKERS' COlV7PENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
T affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time,if I employ any person such that
T become subject to the workers' compensation laws of California,immediately I shall provide the
City with a certificate of consent to self-insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
Lance, Soll&Lunghard Date:
Richard K. Kikuchi
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