HomeMy WebLinkAboutRES 04-172 I
RESOLUTION NO. 04-172
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
THAT the firm of Cook, Shaver, Parker&Williams, P.C. be and it is hereby, designated as
the independent auditing firm for the City of Beaumont in the amount of$62,550 for the
fiscal period ending September 30, 2004 with an option to renew annually for a period of
two additional years. 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 of Beaumont this the 3rd day of
August, 2004.
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- yor Evelyn M. Lord -
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THE STATE OF TEXAS §
Professional Services Contract
COUNTY OF JEFFERSON §
This Professional Services contract ("Contract") is hereby entered into on this day
of August,2004 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, Contractor will conduct
an independent audit of the funds and account groups of the City for the fiscal year(s) ending
September 30, 2004 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.
II. Term
This Contract shall commence on the day and year first written above and will terminate on the
issuance of internal control recommendation letters or March 2, 2005, whichever occurs first in
accordance with the Proposal. This Contract may be extended on a year to year basis, for a
period not to exceed two (2) additional years, upon mutual consent of City and Contractor. If
Contractor desires to extend this Contract beyond the initial term, Contractor shall request such
extension sixty (60) days prior to the expiration of the initial term or any extension thereof.
Fees will be as follows:
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EXHIBIT "A"
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Financial and Out-of-
Fiscal Comprehensive Pocket
Year Audit Fee Expenses Total Fee
2003 $ 61,800 $ 750 $ 62,550
2004 $ 61,800 $ 750 $ 62,550
2005 $ 61,800 $ 750 $ 62,550
2006 $ 61,800 $ 750 $ 62,550
Total payment to Contractor will not exceed the amount specified above for each fiscal period,
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 Finance 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 priorwritten 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 Finance 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 Finance Officer. Contractor will not incur
such expenses until written approval is obtained from the Finance Officer.
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Contractor and City recognize that the continuation of any contract after the close of any given
fiscal year, which ends September 30 each year, of City shall be subject to the approval of the
City Manager.
III. Scope of Services
Contractor agrees to provide the services under this Contract in accordance with generally
accepted auditing standards (GAAS) and to perform the services to the highest professional
standards.
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 for each fiscal period:
1. All working papers to be prepared by City must be submitted, by written list, to City on
or before September 30 of each year 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.
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5. Year-end audit adjustments and trial balances are to be submitted to City no later than
January 10.
6. The completed CAFR and Single Audit Report must be submitted by January 25, 2005.
7. The management letter shall be submitted no more than thirty(30)calendar days after
submission of the CAFR or no later than March 2, whichever is earlier.
8. 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.
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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.
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
Finance Officer
City of Beaumont
P. O. Box 3827
Beaumont, TX 77704-3827
or deliver to: Max S. Duplant, CPA
Finance Officer
Beaumont City Hall
801 Main Street, Room 320
Beaumont, TX 77701
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If intended for Contractor, mail to: Ted J. Williams
Cook Shaver Parker &Williams P.C.
P. O. Box 7343
Beaumont, Texas 77726-7343
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 afterfifteen (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.
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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.
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
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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.
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.
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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.
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.
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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.
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.
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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.
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
Ted J. Williams Attest:
Printed/Typed Name
Shareholder
Printed/typed Title Rose Ann Jones, City Clerk
Tax Identification Number
Witness:
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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
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