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Home My WebLink AboutCC Resolution 8159 (Audit Services)RESOLUTION NO. 8159 A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR AGREEMENT THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with DELOITTE & TOUCHE (AUDIT SERVICES FOR 89/90) a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly= intro- duced and adopted at a Regular meeting of the City Council of said City held on Monday the 16th day of Apri 1 , 19 90 , by the following vote, to wit: AYES: COUNCILMEMBERS : Boro, Breiner, Shippey, Thayer & Mayor Mul ryan NOES: COUNCILMEMBERS : None ABSENT: COUNCILMEMBERS : None JEANN M. LEONCINI, City Clerk OR161NAl S/5-9 PROFESSIONAL SERVICES AGREEMENT This Agreement is made in San Rafael, California as of April 1, 1990 by and between the City of San Rafael (hereafter referred to as "City") and Deloitte & Touche (hereafter referred to as "Contractor"), who agree as follows: 1. Scope of Work The Contractor will conduct an audit of the books of accounts, records, and transactions of the City of San Rafael as of June 30, 1990 in accordance with generally accepted auditing standards, which will include a review of the system of internal control and tests of transactions to the extent necessary for this review. The object of the audit is expression of an opinion of the City's financial statements. The City has the responsibility for the proper recording of transactions in the books of account, for safekeeping of assets, and for the substantial accuracy of the financial statements. The City will provide assistance by City personnel, including the preparation of schedules and analysis of accounts. 2. Compensation City agrees to pay Contractor the amounts described in Exhibit A, a copy of which is attached and incorporated herein by reference. 3. Term The effective date of this Agreement is May 1, 1990 through June 30, 1991 unless terminated sooner as provided herein. 4. Termination This Contract may be terminated by the City at its sole discretion upon five days' advance written notice, thereof, to the Contractor or cancelled immediately by written mutual consent. 5. General Provisions (a) Independent Contractor this Contract, Deloitte & Contractor and shall not be Rafael. City shall have the insofar as the results of pursuant to this Agreement; right to control the means services rendered pursuant t At all times during the term of Touche shall be an Independent an employee of the City of San right to control Contractor only Contractor's services rendered however, City shall not have the oy which Contractor accomplished o this Agreement. (b) Insurance (1) Public Liabilitv During the term of this Agreement, Contractor shall maintain in full force and effect a policy of public liability insurance with minimum coverage as follows: $1,000,000 for injury to one person in any one occurrence; $1,000,000 aggregate; and, $50,000 for property damage. Contractor shall cause the City, its officials, and employees to be named on all liability policies described above as insured as respects: (1) activities performed for the City by or on behalf of the named insured; (2) products and completed operations of the named insured; and (3) premises owned, leased, or used by the named insured. (2) Workers' Compensation. During the term of this Agreement, Contractor shall fully comply with the terms of the law of California concerning workers' compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability Contractor may have for workers' compensation. Such policy shall include a waiver of subrogation endorsement in favor of the City. (c) Contractor Not Accent Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. (d) Assianment Prohibited No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt of purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. (e) Indemnitv and Hold Harmless, Contractor agrees to hold harmless, indemnify, including attorney's fees, and defend City, its officers, agents, and employees from any and all claims, loss, intentional acts, or omissions arising from Contractor's work performed under this Agreement. City agrees to hold harmless, idemnify, including attorney's fees, and defend Contractor, its officers, agents, and employees from any and all claims, loss, liability, and damages arising from its negligent or intentional acts or omissions arising from City's activities related to this Agreement. (f) Eaual Emplovment Opportunity During the performance of this Agreement, Contractor, for itself, its assignees, and successors in interest, agree as follows: (1) Compliance with Rectulations: Contractor shall comply with the Executive Order 11246 entitled "Equal Employment Opportunity,: as labor regulations (41 C.F.R. Part 60), hereinafter referred to as the "Regulations." (2) Nondiscrimination: With regard to the work performed pursuant to this contract, Contractor shall not discriminate in the selection and retention of subcontractors, including procurement of materials and leases of equipment, because of the race, color, religion, national origin, ancestry, marital status, sex, or physical handicap of any person. (g) Notices: All notices herein provided or required to be given, or which may be given, in connection herewith by either party to the other shall be in writing and be served by personal delivery or by mail, and shall be deemed to have been given when deposited in the United States mail, postage prepaid, and addressed as follows: To City: City of San Rafael C/O Finance Director 1400 Fifth Avenue P.O. Box 60 San Rafael, CA 94915-0060 To Contractor: Deloitte & Touche 2101 Webster Street Oakland, CA 94612-3027 or to such address as may from time to time be designated by either party in the manner herein provided for the giving of notices. (h) Ownership of Documents: All statements, documents, or other materials produced by Contractor for City pursuant to this Agreement shall conform to standards set by City and shall be the exclusive property of City, except that ownership of the audit work papers shall be retained by the Contractor. (i) Whole Aqreement: This Agreement and all exhibits shall constitute the entire Agreement of the parties. No modification or amendment of this Agreement shall be valid unless it is in writing and executed by both parties. (j) Arbitration: Contractor and City agree to submit any claims arising under this Agreement, or any disputes concerning the terms and provisions of this Agreement, American Arbitration Association. The arbitrator is empowered'to award attorney fees to the prevailing party. Executed as of the day and year first above stated. CITY OF SAN RAFAEL A Municipal Corporation Lawrence E. Mulryan Title: Mavor Date: DELOITTE & TOUCHE B �� Y 4 1 Title: Date: I � ATTEST: CLERK Jeanne M. Leoncini APPROVED AS TO FORM: CITY ATTORNEY Gary T. Ragghianti EXHIBIT A The allocation of the proposed fees is as follows: General audit of the City $25,400 Redevelopment Agency 10,000 Child Development Program 4,000 Total $39,400