Loading...
HomeMy WebLinkAboutRES 06-254 RESOLUTION NO. 06 - 254 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Council hereby approves an agreement with Cook, Shaver Parker & Williams, P.C. for auditing services related to the 2006 fiscal year. The agreement is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City 0,flleaumont this the 29th day of August, 2006. Ar MO ��111 10,1W I 1 Mayor Guy N. Goodson - s THE STATE OF TEXAS § § Professional Services Contract COUNTY OF JEFFERSON This Professional Services contract ("Contract") is hereby entered into on this day of September, 2006 and effective immediately by and between Cook Shaver Parker&Williams, P.C. ("Contractor") and the City of Beaumont ("City"), a municipal corporation located in Jefferson County, Texas acting by and through its City Manager or his/her designee. WITNESSETH: That in consideration of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: I. Description of Work For the consideration hereinafter agreed to be paid to Contractor by City,Contractorwi11 conduct an independent audit of the funds and account groups of the City for the fiscal year(s) ending September 30, 2006 and other related services ("services") as described in Contractor's proposal. The services are to conform in every respect to this Contract and the following documents: • City Request for Proposal (RFP); and • Contractor's Proposal ("Proposal") to the RFP. All documents referred to above are incorporated herein as if written word for word. In the case of conflict in the language of any of the documents listed above and this Contract,the terms and conditions of this Contract shall be final and binding on all parties. In the case of conflict in the language of the RFP and Proposal, the terms and conditions of the RFP shall be final and binding on all parties. 11. Term This Contract shall commence on the day and year first written above and will terminate on the issuance of all required reports or May 15, 2007, whichever occurs first in accordance with the Proposal. Fees will be as follows: 1 EXHIBIT "A" Financial and Out-of- Fiscal Comprehensive Pocket Year Audit Fee Expenses Total Fee 2006 $ 61,800 $ 750 $ 62,550 Total payment to Contractorwill not exceed the amount specified above, unless other conditions necessitate additional services which must be authorized in advance by the City Manager. Contractor's charges for services are not to exceed similar charges of Contractor for comparable services to other clients. Contractor will submit periodic billings for services rendered on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with Contractor's dollar cost bid proposal. Interim billings shall cover a period of not less than a month. Ten percent (10%) will be withheld from each billing pending delivery of Contractor's final reports. No interest shall ever be due on late payments. Payments to Contractor will be in the amount shown by the monthly statement and other documentation submitted and shall be subject to the approval of the Chief Financial Officer. City shall not be liable under this Contract for any services which are unsatisfactory or which have not been approved by City. Contractor will not be entitled to reimbursement for expenses incurred in accordance with this Contract unless Contractor has obtained the prior written consent of City to incur such expenses. For services not included in this Contract, it is agreed between City and Contractor that a separate agreement shall be entered into to cover such additional services. Any and all charges made to City other than those specified in this Contract shall be fully explained in a signed written document delivered to the Chief Financial Officer prior to incurring any charge or fee in excess of the amount stated in this Contract. Such written explanations shall include, but not be limited to: • nature of the additional charge, • basis of such charge, • hours, • persons involved, • hourly rate, • costs incurred, and • statement that services provided were not included in basic Contract. Any out-of-pocket expenses will require approval of the Chief Financial Officer. Contractor will not incur such expenses until written approval is obtained from the Chief Financial Officer. III. Scope of Services Contractor agrees to provide the services under this Contract in accordance with generally accepted auditing standards (GAAS), generally accepted governmental auditing standards (GAGAS) and to perform the services to the highest professional standards. 2 IV. City's Responsibilities City agrees to: • Have City accounting staff provide necessary prepared-by-client working papers normally required for the annual audit and locate and reproduce documents necessary to the audit. • Provide adequate work space and physical facilities needed to complete services. V. Staff Requirements Contractor agrees that staff assigned to City's audit shall contain at least one(1)person with two (2)or more years of governmental auditing experience.This person shall be at a senior or higher level. There shall be at least one (1) additional person that has completed a minimum of one(1) full year in governmental auditing. Staff provided on site at City will be computer literate and knowledgeable of spreadsheet software. VI. Schedule A. Contractor agrees to meet the following time deadlines: 1. All working papers to be prepared by City must be submitted, by written list, to City on or before September 30 together with adequate written explanatory detail as to the purpose of the working papers as well as the methodology to be used in preparing such working papers and agreed-upon timing. 2. Preliminary audit work conducted prior to year-end closing may be scheduled by Contractor at a mutually agreeable time and date. 3. Year-end fieldwork must begin by December 1. 4. Audit fieldwork must be completed by December 31. 5. Year-end audit adjustments and trial balances are to be submitted to City no later than January 10. 6. The completed CAFR must be submitted by January 30, 2007. 7. The completed Single Audit Report must be submitted by May 15, 2007. 8. The management letter shall be submitted no more than thirty(30)calendar days after submission of the CAFR or no later than May 15, whichever is earlier. 3 9. Copies of all working papers or schedules shall be maintained by the Contractor for the latter of five(5)years after acceptance by Council and all relevant federal and state agencies or the time period required by any funding sources. B. The audit shall not be considered complete until the relevant federal and state agencies have approved the audit plan and accepted the single audit report in writing. VII. Termination It is agreed and fully understood that City may, at its option and without prejudice to any other remedy it may be entitled to at law or in equity, cancel or terminate this Contract upon thirty(30) days written notice to Contractor with the understanding that immediately upon receipt of said notice, all work being performed thereunder shall cease. Contractor shall be compensated in accordance with the terms of this Contract for all services performed through the date of receipt of notice provided that City shall not be obligated to pay for any work which is unsatisfactory or not submitted in compliance with the terms of this Contract. Contractor shall deliver all original source documents belonging to City immediately after notice of termination of this Contract has been received by Contractor. VIII. Ownership of Documents All original source documents given to Contractor under this Contract are the sole property of City and shall be delivered to City without restriction on future use. IX. Confidential Work No reports, information, project evaluation, data, or any other documentation developed by, given to, prepared by, or assembled by Contractor under this Contract shall be disclosed or made available to any individual or organization by Contractor without the express prior written approval of City. X. Contractor's Liability Acceptance by City of Contractor's reports shall not constitute or be deemed a release of the responsibility and liability of Contractor, its employees, agents, or associates for the accuracy and competency of their reports, information, and other documents or services; nor shall acceptance or approval be deemed to be the assumption of such responsibility by City for any defect, error, or omission in the documents prepared by Contractor, its employees, agents, or associates. 4 XI. Nondiscrimination As a condition of this Contract, Contractor covenants that contractor will take all necessary actions to insure that, in connection with any work under this Contract, Contractor, its associates and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, ancestry, place of birth, or disability, either directly, indirectly, or through contractual or other arrangements. In this regard, Contractor shall keep, retain, and safeguard all records relating to this Contract or work performed thereunder place of birth, or disability, either directly, indirectly, or through contractual or other arrangements. In this regard, Contractor shall keep, retain, and safeguard all records relating to this Contract or work performed thereunder for a minimum period of five (5) years from the final Contract completion, with full access allowed to authorized representatives of City, upon request,for purposes of evaluating compliance with this and other provisions of the Contract. XII. Notices All notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail, postage prepaid, at the address shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses. Mailed notices shall be deemed communicated as of five (5) days after mailing. If intended for City, mail to: Max S. Duplant, CPA Chief Financial Officer City of Beaumont P. O. Box 3827 Beaumont, TX 77704-3827 or deliver to: Max S. Duplant, CPA Chief Financial Officer Beaumont City Hall 801 Main Street, Room 320 Beaumont, TX 77701 If intended for Contractor, mail to: Ted J. Williams Cook Shaver Parker & Williams, P.C. P. O. Box 7343 Beaumont, Texas 77726-7343 5 XIII. Applicable Law This Contract is entered into subject to the Charter and ordinances of City as they may be amended from time to time and is subject to and is to be construed, governed, and enforced under all applicable federal and state laws. Contractor will make any and all reports required by federal, state, or local law, including but not limited to, proper reporting to Internal Revenue Service, as required in accordance with the Contractor's income. Situs of this Contract is agreed to be Jefferson County, Texas for all purposes including performance and execution. XIV. Severability If any of the terms, provisions, covenants, or conditions of this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions of this Contract. All provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Any other provisions of this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. XV. Default If at any time during the term of this Contract, Contractor shall fail to commence work, in accordance with the provisions of this Contract, fail to diligently provide services in an efficient, timely, and careful manner and in strict accordance with the provisions of this Contract, fail to use adequate number or quality of personnel to complete the work, or fail to perform any of its obligations under this Contract, then City shall have the right, if Contractor shall not cure any such default after fifteen(15)days written notice thereof,to terminate this Contract and complete the work in the manner it deems desirable, including engaging the services of other parties therefor. Any such act by City shall not be deemed a waiver of any right or remedy of City. If, after exercising any such remedy, the cost to City of the performance of the balance of the work is in excess of that part of the Contract sum which has not theretofore been paid to Contractor thereunder, Contractor shall be liable for and shall reimburse City for such expenses. XVI. Monies Withheld When City has reasonable grounds for believing that Contractor will be unable to perform this Contract fully and satisfactorily within the time fixed for performance, or that meritorious claim exists or will exist against Contractor or City arising out of the negligence, error, or omission of Contractor or Contractor's breach of any provision of this Contract, then City may withhold payment of any amount otherwise due to Contractor under this Contract. Any amount so withheld may be retained by City for that period as it may deem advisable to protect City against any loss. City may, after written notice to Contractor, apply such money in satisfaction of any claim(s). This provision is intended solely for the benefit of City and no other person or entity shall have any right against City or claim against City by reason of City's failure or refusal to withhold monies. No interest shall be payable by City on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of City. 6 XVI I. Indemnification Contractor shall and does hereby agree to indemnify and hold harmless City, its officers, agents, and employees from any and all damages, loss or liability of any kind whatsoever by reason of death or injury to property to third persons caused by negligent act, error, or omission of Contractor, its officers, agents, employees, invitees, or other persons for whom Contractor is legally liable with regard to the performance of this Contract. Contractor will, at its own expense, defend, pay on behalf of and protect City, its officers, agents, and employees against any and all such claims and demands. XVIII. Insurance A. Contractor shall at Contractor's own expense, purchase and keep in force during the term of this Contract such insurance as set forth below. Contractor shall not commence work under this Contract until Contractor has obtained all insurance required and such insurance has been approved by City. All insurance policies provided under this Contract shall be written on an "occurrence basis" unless otherwise indicated. The insurance requirements shall remain in effect throughout the term of this Contract. 1. Professional liability insurance - including contractual liability in an amount not less than $500,000 2. Commercial general liability insurance-$500,000 combined single limit per occurrence for bodily injury, personal injury, and property damage; this policy shall have no coverages removed by exclusion 3. Automobile liability- $500,000 combined single limit per accident for bodily injury and property damage; coverage should be provided as a "Code 1", any auto 4. Workers compensation and employers' liability - employer's liability policy limits of $100,000 for each accident, $500,000 disease policy limit B. Other insurance provisions 1. City shall be named as an additional insured on the commercial general liability and automobile liability insurance policies. These insurance policies shall contain the appropriate additional insured endorsement signed by a person authorized by that insurer to bind coverage on its behalf. 2. Should professional liability coverage be provided on a"claims-made"form, Contractor must maintain this policy for a period of four(4)years after completion of this Contract or purchase extended reporting period or "tail" coverage. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits except after thirty (30) days prior written notice has been provided to City. 7 4. Insurance is to be placed with insurers with a Best rating of no less than "AMII". The company must also be duly authorized to transact business in the state of Texas. 5. Workers compensation and employer's liability coverage - The insurer shall agree to waive all rights of subrogation against City, its officials, employees, and volunteers for losses arising from the activities under this Contract. 6. Certificates of insurance completed on the Accord form only and endorsements effecting coverage required by this clause Shall be forwarded to: Rose Ann Jones City Clerk City of Beaumont P.O. Box 3827 Beaumont, Texas 77704-3827 XIX. Remedies No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein granted by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given thereunder. No covenant or condition of this Contract may be waived without consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract. XX. Independent Contractor Contractor covenants and agrees that he/she is an independent contractor and not an officer, agent, servant, or employee of City;that Contractor shall have exclusive control of and exclusive right to control the details of the work performed thereunder and all persons performing same shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants;the doctrine of respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors, and consultants; and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. XXI. Entire Agreement This Contract embodies the complete agreement of the parties hereto, superseding all oral, written, previous, and contemporary agreements between the parties relating to matters herein, and except as otherwise provided herein, cannot be modified without written agreement of the parties. 8 XXII. Successors and Assigns City and Contractor each bind themselves, their successors, executors, administrators, and assigns to the other party to this Contract. Neither City nor Contractor will assign, sublet, subcontract, or transfer any interest in this Contract without the written consent of the other party. No assignment, delegation of duties or subcontract under this Contract will be effective without the written consent of City. XXIII. Non-Waiver It is further agreed that one (1) or more instances of forbearance by City in the exercise of its rights herein shall in no way constitute a waiver thereof. XXIV. Headings The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions thereof. XXV. Changes City may, from time to time, require changes in the scope of services to be performed under this Contract. Such changes as are mutually agreed by and between City and Contractor shall be incorporated by written modification to this Contract. XXVI. Performance of Services Contractor, its associates, and employees shall perform all services called for in this Contract. Contractor covenants and agrees that all of its associates and employees who work on the engagement shall be fully qualified to undertake same and competent to perform the services described in this Contract. XXVII. Conflict of Interest Contractor covenants and agrees that Contractor, its associates, and employees will have no interest, and will acquire no interest either direct or indirect,which will conflict in any manner with the performance of the services called for under this contract. All activities, investigations and other efforts made by Contractor pursuant to this Contract will be conducted by employees, associates, or subcontractors of Contractor. 9 XXVIII. No Third Party Beneficiary For purposes of this Contract, including its intended operation and effect, the parties (City and Contractor) specifically agree and contract that: 1. The Contract only affects matters/disputes between the parties to this Contract and is in no way intended by the parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with City or Contractor or both; and 2. The terms of this Contract are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either City or Contractor. XXIX. Venue The parties to this Contract agree and covenant that this Contract will be enforceable in Beaumont, Texas and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Jefferson County, Texas. XXX. Procurement of Goods/Services from Beaumont Businesses and/or Historically Underutilized Businesses In performing this Contract, Contractor agrees to use diligent efforts to purchase goods/services from Beaumont businesses whenever such goods/services are comparable in quality and price. As a matter of policy with respect to City contracts and procurements, City also encourages the use, if applicable, of qualified contractors, subcontractors, and suppliers where at least fifty-one percent(51%) of the ownership of such contractor, subcontractor, or supplier is vested in ethnic minorities or women. In the selection of subcontractors, suppliers, or other persons in organizations proposed for work on this Contract, the Contractor agrees to consider this policy and to use its reasonable and best efforts to select and employ such company or persons for work on this Contract. 10 In witness whereof, the parties hereunto set their hands by their representatives duly authorized on this day and year first written above. CONTRACTOR CITY OF BEAUMONT By Signature Kyle Hayes, City Manager Attest: Printed/typed Name Printed/typed Title Rose Ann Jones, City Clerk Tax Identification Number Witness: THE STATE OF TEXAS § Contractor Acknowledgment COUNTY OF JEFFERSON § Before me, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed same for and as the act and deed of , as , thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. Given under my hand and seal of office this the day of , 200 Notary Public in and for the State of Texas Commission expires Notary's printed name THE STATE OF TEXAS § City Acknowledgment COUNTY OF JEFFERSON § Before me, a Notary Public in and for the State of Texas, on this day personally appeared _ , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that same was the act of said City of Beaumont, Texas, a municipal corporation of the State of Texas, Jefferson County, Texas, and as the City Manager thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. Given under my hand and seal of office this the day of , 200 Notary Public in and for the State of Texas Commission expires Notary's printed name 12