HomeMy WebLinkAboutFin Accounting & Financial Reporting Services (unsigned)SAN RAFAEL
THE CITY WITH A MISSION
Agenda Item No: 8.d
Meeting Date: December 19, 2016
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Finance
Prepared by: Mark Moses, City Manager Approval:
Finance Director
TOPIC: PROFESSIONAL ACCOUNTING AND FINANCIAL REPORTING SERVICES
SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH VAVRINEK,
TRINE, DAY & CO, LLP FOR ACCOUNTING AND FINANCIAL REPORTING
RELATED SERVICES
RECOMMENDATION: ADOPT RESOLUTION
BACKGROUND: The City's Finance Department has two authorized professional accounting staff: one
Senior Accountant and one Accountant 1/I1. These two positions are responsible for reviewing and
generating entries to the City's accounting system, maintaining the integrity of the City's 42 fund
accounts, generating financial and audit reports, including the City's Comprehensive Annual Financial
Report (CAFR) and State Controller's Reports. These two positions provide budget support to
departments, assisting them with budget development, as well as with the monitoring of their resources
throughout the year.
In 2015, both accounting staff left employment with the City. Despite multiple recruitment efforts that
began in Spring 2015 for the two professional accounting positions, the Finance Department has been
successful only in replacing the Senior Accountant.
Based on the ongoing vacancy, in April, 2015, the City retained Vavrinek, Trine, Day & Co., (VTD), a
regional government audit and accounting firm as a resource to assist the City with governmental
accounting and reporting technical requirements. (See Attachment 2) That original agreement has
subsequently been extended by a first amendment, and is now scheduled to terminate on December
31, 2016.
The purpose of this second amendment is to address the City's accounting professional resource
needs that continue in the absence of the Accountant 1/II by extending the term. Staff reviewed the
content of this report with the City Council Finance Committee at its meeting of December 6, 2016.
FOR CITY CLERK ONLY
File No.: 4-3-587
Council Meeting: 12/19/2016
Disposition: Resolution 14257
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
ANALYSIS: In order to maintain continuity through the turnover of accounting staff, the Finance
Department considered a number of potential resources, including retired finance and accounting
professionals, as well as firms that specialize in temporary accounting and finance staff placements.
Due to the complex focus of the accountant's work on technical compliance with accounting rules
(GASB and GAAP) and the implementation of the ProSystems financial reporting software (acquired in
July 2014 to assist the City with internal production of its financial statements) and GASB 68, the City
engaged VTD for technical accounting support. None of the other options exhibited strengths in all of
the key areas of need.
VTD will assist the City with the following tasks: 1) Development of City-wide fund reporting updates in
support of the operating and CIP budget process; 2) Review of monthly and annual journal entries; and
3) Fiscal year-end close activities that provide time for the annual audit to be completed within 90 days
of fiscal year-end. Accordingly, Staff recommends extending the term of the City's professional services
agreement with VTD through December 31, 2017.
FISCAL IMPACT: The proposed contract amendment increases the not -to -exceed compensation
amount for the extended term of the agreement with VTD by $60,000 and is intended to cover the City's
professional accounting and financial reporting needs through December 31, 2017. Staff will report to
the City Council Finance Committee on the progress of the efforts to fill the accountant position.
There are sufficient resources appropriated in the General Fund for these services, due to the
accounting staff vacancy for which this contract is designed to backfill critical professional services.
RECOMMENDED ACTION: Adopt Resolution.
ATTACHMENTS:
1. Resolution with Attachment A, Second Amendment to Agreement for Professional Services
for Accounting and Financial Reporting Services
2. April 6, 2015 Agreement for Professional Services with Vavrinek, Trine, Day &Co., LLP
RESOLUTION NO. 14257
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH
VAVRINEK, TRINE, DAY & CO, LLP FOR ACCOUNTING AND FINANCIAL
REPORTING RELATED SERVICES
WHEREAS, the City of San Rafael's finance department has two authorized
professional accounting positions whose purpose is to provide the central accounting, financial
reporting and budget support functions for the City; and
WHEREAS, the City has recently experienced turnover in both accounting positions and
one position has been vacant since October 2015, notwithstanding ongoing efforts to fill the
position; and
WHEREAS, on April 6, 2015, the City entered into a professional services agreement
with Vavrinek, Trine, Day & Co., and on March 21, 2016, amended that agreement in order to
ensure sufficient resources through the City's professional accountant staffing transition; and
WHEREAS, the term of the professional services agreement, as so amended, expires on
December 31, 2016; and
WHEREAS, the City continues to require the services of Vavrinek, Trine, Day & Co. in
order to fulfill City accounting and financial reporting requirements.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
HEREBY RESOLVES AS FOLLOWS:
The City Council of the City of San Rafael hereby approves and authorizes the City
Manager to execute the "Second Amendment to Agreement for Professional Services for
Accounting and Financial Reporting Services" between the City of San Rafael and Vavrinek,
Trine, Day & Co., attached hereto as "Attachment A" and incorporated herein, in a final form
approved by the City Attorney's Office.
I, Esther C. Beirne, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael
City Council held on the 19th day of December, 2016, by the following vote to wit:
AYES: Councilmembers: Bushey, Gamblin & Mayor Phillips
NOES: Councilmembers: None
ABSENT: Councilmembers: Colin and McCullough
cae� -e 012,&W
ESTHER C. BEIRNE, City Clerk
SECOND AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
FOR ACCOUNTING AND FINANCIAL REPORTING SERVICES
THIS SECOND AMENDMENT to Agreement for Professional Services for Accounting
and Financial Reporting Services is made and entered into the day of , 2016, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and VAVRINEK, TRINE, DAY
& CO, LLP (hereinafter "CONTRACTOR")
RECITALS
WHEREAS, on April 6, 2015, CITY and CONTRACTOR entered into an "Agreement
for Professional Services for Accounting and Financial Reporting Services" (the "Agreement"),
pursuant to which CONTRACTOR agreed to provide designated services to CITY through
December 31, 2015; and
WHEREAS, as provided in the Agreement, the term thereof was subsequently extended by
90 days, through March 30, 2016; and
WHEREAS, on March 21, 2016, the term thereof was further extended through
December 31, 2016 pursuant to an "Amendment to Agreement for Professional Services for
Accounting and Financial Reporting Services"; and
WHEREAS, CITY and CONTRACTOR wish to extend the term of the Agreement as
amended;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 4 of the Agreement, entitled " COMPENSATION" is hereby amended to
increase the compensation amount under the Agreement by an additional $60,000, and as amended
shall read in its entirety as follows:
For the full performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR, pursuant to the schedule of CONTRACTOR'S
fees which is included in attached Exhibit A, an amount not to exceed $170,000,
including expenses.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
2. Section 5 of the Agreement, entitled "TERM OF AGREEMENT" is hereby
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amended to extend the term of the Agreement, and as amended shall read in its entirety as follows:
The term of this Agreement shall be from the date of execution through
December 31, 2017. Upon written agreement of the PROJECT MANAGER and
PROJECT DIRECTOR, the term of this Agreement can be extended for an
additional period of up to the earlier of 90 days, or when the not -to -exceed limit of
this contract is reached.
3. Exhibit A is amended in accordance with the attached engagement letter dated
December 2, 2016.
4. Except as specifically amended herein, all other terms and conditions of the
Agreement, as amended on March 21, 2016, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
day, month and year first above written.
CITY OF SAN RAFAEL CONTRACTOR
JIM SCHUTZ, City Manager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, City Attorney
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Un
Name:
Title:
Exhibit A
Urr Vavrinek, Trine, Day & Co., LLP
Certified Public Accountants
December 2, 2016
Attn: Mark Moses
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94915
Re: Financial and Accounting Services
Dear Mark:
This engagement letter is to update our agreement for non -audit services with the City of San Rafael (the
"City"). The standards to which Vavrinek Trine Day & Co., LLP ("VTD") will conform are intended to
maintain objectivity and independence for both audit work and for non -audit work with government audit
clients.
The standard for non -audit services for government audit clients is based on two overarching principles:
■ Auditors (VTD) should not perform management functions or make management decisions; and
■ Auditors (VTD) should not audit their own work or provide non -audit services in situations where
the amounts or services involved are significant / material to the subject matter of the audit.
Based upon these principles, VTD may not be considered to be independent for the purposes of
performing attest work (auditing) for the City covering fiscal years 2016-17 and 2017-18.
OBJECTIVE OF ENGAGEMENT
The firm of Vavrinek Trine Day & Co., LLP is available to assist you with financial consulting and
accounting services covering your accounting records. Our firm is ready to begin work on this project
whenever your City is ready to commence.
SCOPE OF WORK
Specific services to be provided follow.
• Assist in preparing for interim audit work
• Assist City in preparing government -wide updates and adjustments
• Assist City in drafting note disclosures for annual financial statements
• Assist City in populating financial information for fiscal year ending
• Assist City in developing variance reports for analytical review at year end
• Work with City staff in segregating output reports between its regular accounting software
(EDEN) and its report writer software (ProSystems)
• Assist the City in preparing note disclosures on pensions and other reporting changes
• Assist with federal, state and local financial reporting
• Assist in drafting financial statements and preparing reconciling adjustments
• We will provide accounting assistance in closing the City's books each month
• Assist the City in enhancing its financial procedures and controls.
2151 River Plaza Drive, Suite 308 Sacramento, CA 95833 Tel: 916.570.1880 www.vtdopa.com Fax: 916.570.1875
CLIENT RESPONSIBILITIES
The work will be non -audit services as defined by Governmental Auditing Standards issued by the
Comptroller General of the United States. Our work will not constitute an audit or review of transactions
and should not be relied upon as such. The City is responsible for the appropriate recording and reporting
of financial transactions and management decisions. Accordingly, all work will be conducted at your
direction, the direction of the Director of Finance, to insure that the work meets the City's objectives.
The Director of Finance will be responsible for reviewing and accepting any work product directly
prepared by VTD, including any adjustments to the accounting records that may be proposed by VTD, or
reports drafted by VTD during the engagement.
Governmental Auditing Standards require that the City be responsible for the substantive outcomes of
VTD work and be in a position in fact and appearance to make an informed judgment on the results of the
non -audit services and that the City of San Rafael:
• Designate a knowledge management level individual to be responsible and accountable for
overseeing the non -audit services
• Establishes and monitors the performance of the non -audit services to ensure that it meets
management's objectives.
• Makes any decisions that involve management functions related to the non -audit services and
accepts full responsibility for such decisions.
• Evaluates the adequacy of the services performed and any findings that result.
STAFFING
Vavrinek, Trine, Day & Co., LLP has owners that are not licensed as certified public accountants as
permitted under Section 5079 of the California Business and Professions Code. It is not anticipated that
any of the non -licensee owners will be performing audit services for the agency.
FEES
We estimate a price of $60,000 unless otherwise agreed to by the City in writing. Invoices will be
submitted monthly and are due upon receipt. Hourly rates are effective through December 31, 2017.
VTD Staff
Hourly Rate__
Partner
$195
Manager
$165
Accounting Supervisor
$145
Senior Accountant
$98
Staff Accountant
$85
TERMINATION OF ENGAGEMENT
The engagement may be terminated by either party without cause.
INDEPENDENT CONTRACTOR
We are an independent contractor as defined by Federal and State taxing authorities.
INSURANCE
We maintain current worker compensation and liability insurance policies.
If this letter correctly sets forth your understanding of the terms and objectives of the engagement, please
so indicate by signing in the space provided below.
Agreed to by:
114 �Z— Signature:
Joseph Aguilar Print Name
Of Vavrinek Trine Day & Co., LLP Of City of San Rafael
Date: Date:
AGREEMENT FOR PROFESSIONAL SERVICES
FOR ACCOUNTING AND FINANCIAL REPORTING SERVICES
This Agreement is made and entered into this 60- day of April, 2015, by and between the
CITY OF SAN RAFAEL (hereinafter "CITY"), and VAVRINEK, TRINE, DAY & CO, LLP
(hereinafter "CONTRACTOR").
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Finance Director is hereby designated the
PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects
of the progress and execution of this Agreement.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Joe Aguilar is hereby designated as the PROJECT DIRECTOR
for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as described in the
attached Exhibit A.
3. DUTIES OF CITY.
CITY shall cooperate with the CONTRACTOR in its performance under this agreement,
and pay the compensation as provided in Paragraph 4.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR, pursuant to the schedule of CONTRACTOR'S fees which is included in
attached Exhibit A, an amount not to exceed $60,000, including expenses.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be from the date of execution through December 31, 2015.
Upon written agreement of the PROJECT MANAGER and PROJECT DIRECTOR, the term of
this Agreement can be extended for an additional period of up to the earlier of 90 days, or when the
not -to -exceed limit of this contract is reached.
Rev. Date: 3/17/15
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon
thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such
notice, within such fifteen (15) day time period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and
materials prepared for or relating to the performance of its duties under this Agreement, shall be
delivered to CITY as soon as possible, but not later than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of
the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
10. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for
death, bodily injury, personal injury, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount
of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to
cover any claims arising out of the CONTRACTOR's performance of services under this
Agreement. Where CONTRACTOR is a professional not required to have a professional license,
CITY reserves the right to require CONTRACTOR to provide professional liability insurance
pursuant to this section.
4. If it employs any person, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S
worker's compensation insurance shall be specifically endorsed to waive any right of subrogation
against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following
requirements:
1. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additionally named insureds under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance
policies shall be primary with respect to any insurance or coverage maintained by CITY and shall
not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and
noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form
CG20 01 04 13.
3. Except for professional liability insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, tenninate or otherwise modify the terms and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
5. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years.
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6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement)
before CITY'S own insurance or self-insurance shall be called upon to protect it as a named
insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements
and/or limits shall be available to CITY or any other additional insured party. Furthermore, the
requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater.
C. Deductibles and SIR'S. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or other additional insured parry. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT
MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing
the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or
endorsement page listing all policy endorsements for the commercial general liability policy, and
(3) excerpts of policy language or specific endorsements evidencing the other insurance
requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of
any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall
not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form
and sufficiency by PROJECT MANAGER and the City Attorney.
11. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the
fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and
hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City
Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its
obligations or conduct of its operations under this Agreement. The CONTRACTOR's
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obligations apply regardless of whether or not a liability is caused or contributed to by the active
or passive negligence of the City Indemnitees. However, to the extent that liability is caused by
the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's
indemnification obligation shall be reduced in proportion to the City Indemnitees' share of
liability for the active negligence or willful misconduct. In addition, the acceptance or approval
of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from CONTRACTOR'S performance of or operations under this
Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S
option reimburse the City Indemnitees their costs of defense, including reasonable attorneys'
fees, incurred in defense of such claims.
B. Where the services to be provided by CONTRACTOR under this Agreement are
design professional services to be performed by a design professional as that term is defined
under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law,
indemnify, release, defend and hold harmless the City Indemnitees from and against any
CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of CONTRACTOR in the performance of its duties and obligations under this
Agreement or its failure to comply with any of its obligations contained in this Agreement,
except such CLAIM which is caused by the sole negligence or willful misconduct of CITY.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
12. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
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14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
15. NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or
if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as
follows:
TO CITY's Project Manager:
TO CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Mark Moses, Finance Director
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Joe Aguilar
Vavrinek, Trine, Day & Co., LLP
2151 River Plaza Drive, Suite 308
Sacramento, CA 95833
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
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D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
19. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other term, covenant, condition, ordinance, law or regulation. The
subsequent acceptance by either party of any fee, performance, or other consideration which may
become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
20. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL CONTRACTOR
--c _ By:
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JIM S UT Name: TO A,u� �4t�
Title: pohe>r
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, City ttorne
March 30, 2015
Attn: Mark Moses
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94915
Vavrinek, Trine, Day & Co., LLP
Certified Public Accountants
Re: Financial and Accounting Services
Dear Mark:
This engagement letter is to update our agreement for non -audit services with the City of San Rafael (the
"City"). The standards to which Vavrinek Trine Day & Co., LLP ("VTD") will conform are intended to
maintain objectivity and independence for both audit work and for non -audit work with government audit
clients.
The standard for non -audit services for government audit clients is based on two overarching principles:
■ Auditors (VTD) should not perform management functions or make management decisions; and
■ Auditors (VTD) should not audit their own work or provide non -audit services in situations where
the amounts or services involved are significant / material to the subject matter of the audit.
Based upon these principles, VTD will not be considered to be independent for the purposes of
performing attest work (auditing) for the City covering fiscal years 2014-15.
OBJECTIVE OF ENGAGEMENT
The firm of Vavrinek Trine Day & Co., LLP is available to assist you with financial consulting and
accounting services covering your accounting records. Our firm is ready to begin work on this project
whenever your City is ready to commence.
SCOPE OF WORK
Specific services to be provided follow.
• Assist in preparing for interim audit work
• Assist City in preparing quarterly closings and preparing quarterly financials
• Assist City in preparing government -wide updates and adjustments
• Assist City in drafting note disclosures for annual financial statements
• Assist City in populating financial information for fiscal year ending June 2015
• Assist City in developing variance reports for analytical review at year end
• Work with City staff in segregating output reports between its regular accounting software
(EDEN) and its report writer software (ProSystems)
• Assist the City in preparing note disclosures on pensions and other reporting changes mandated
by GASB 68
• Assist with federal, state and local financial reporting.
• Assist in drafting financial statements and preparing reconciling adjustments.
2151 River Plaza Drive, Suite 308 Sacramento, CA 95833 Tel: 916.570.1880 Fax: 916.570.1875 www.vtdcpa com
FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • RIVERSIDE . SACRAMENTO
Exhibit A
• We will provide accounting assistance in closing the City's books each month.
• Assist the City in analyzing various balance sheet accounts, expenses and revenues.
CLIENT RESPONSIBILITIES
The work will be non -audit services as defined by Governmental Auditing Standards issued by the
Comptroller General of the United States. Our work will not constitute an audit or review of transactions
and should not be relied upon as such. The City is responsible for the appropriate recording and reporting
of financial transactions and management decisions. Accordingly, all work will be conducted at your
direction, the direction of the Director of Finance, to insure that the work meets the City's objectives.
The Director of Finance will be responsible for reviewing and accepting any work product directly
prepared by VTD, including any adjustments to the accounting records that may be proposed by VTD, or
reports drafted by VTD during the engagement.
Governmental Auditing Standards require that the City be responsible for the substantive outcomes of
VTD work and be in a position in fact and appearance to make an informed judgment on the results of the
non -audit services and that the City of San Rafael:
• Designate a knowledge management level individual to be responsible and accountable for
overseeing the non -audit services
• Establishes and monitors the performance of the non -audit services to ensure that it meets
management's objectives.
• Makes any decisions that involve management functions related to the non -audit services and
accepts full responsibility for such decisions.
• Evaluates the adequacy of the services performed and any findings that result.
STAFFING
Vavrinek, Trine, Day & Co., LLP has owners that are not licensed as certified public accountants as
permitted under Section 5079 of the California Business and Professions Code. It is not anticipated that
any of the non -licensee owners will be performing audit services for the agency.
FEES
We estimate a price of $60,000 unless otherwise agreed to by the City in writing. Invoices will be
submitted monthly and are due upon receipt. Hourly rates are effective through December 31, 2015.
VTD Staff Hourly Rate
Partner $190
Manager $160
Accounting Supervisor $130
Senior Accountant (Nick Rosas) $95
Staff Accountant (Phuong Nguyen) $80
TERMINATION OF ENGAGEMENT
The engagement may be terminated by either party without cause.
INDEPENDENT CONTRACTOR
We are an independent contractor as defined by Federal and State taxing authorities.
INSURANCE
We maintain current worker compensation and liability insurance policies.
If this letter correctly sets forth your understanding of the terms and objectives of the engagement, please
so indicate by signing in the space provided below.
Agreed to by:
Signature:
Joseph Aguilar Print Name
Of Vavrinek Trine Day & Co., LLP Of City of San Rafael
Date: Date:
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval
by the City Council. Save staff report (including this cover sheet) along
with all related attachments in the Team Drive (T:) --> CITY COUNCIL
AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT -
AGENDA TOPIC]
Agenda Item #
Date of Meeting: 12/19/2016
From: Mark Moses
Department: Finance
Date: 12/6/2016
Topic: PROFESSIONAL ACCOUNTING AND FINANCIAL REPORTING SERVICES
Subject: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH VAVRINEK, TRINE,
DAY & CO, LLP FOR ACCOUNTING AND FINANCIAL REPORTING RELATED SERVICES
Type: ® Resolution ❑ Ordinance
® Professional Services Agreement ® Other: Staff Report
APPROVALS
® Finance Director
Remarks: amendment and resolution have already been reviewed with Lisa
® City Attorney
Remarks: LG -Approved 12/6/16 with minor suggested revisions.
® Author, review and accept City Attorney / Finance changes
Remarks: Van Bach
® City Manager
Remarks:
