HomeMy WebLinkAboutFin Accounting & Financial Reporting Services 2019AGREEMENT FOR PROFESSIONAL SERVICES
FOR ACCOUNTING AND FINANCIAL REPORTING SERVICES
This Agreement is made and entered into this ( q day of MaCC-h , 2019, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and VAVRINEK, TRINE, DAY &
CO., LLP (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CITY requires assistance with specified non -audit financial consulting services
in connection with its Fiscal Year 2018-2019 accounting requirements; and
WHEREAS, CITY has retained CONTRACTOR to perform the required services in the
past and CONTRACTOR is qualified and willing to perform the needed services for Fiscal Year
2018-2019;
AGREEMENT
NOLO', THEREFORE, the parties hereby agree as follows:
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. Kristen West 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 set forth in
CONTRACTOR'S proposal dated February 22, 2019, attached hereto as Exhibit A and incorporated
herein by reference.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and cooperate with
CONTRACTOR in its performance of its services under this Agreement.
4. COMPENSATION.
GRUMNA,�
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, in 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.
TERM OF AGREEMENT.
The term of this Agreement shall be from the date of execution through December 31, 2019. 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 120 days, or when the not -
to -exceed limit of this Agreement is reached.
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
perfonnance 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:
1. 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 insurance, as required by the State of California, with statutory limits, and
employer's liability insurance with limits of no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. 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 or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONTRACTOR'S insurance policies
shall be "primary and non contributory" 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
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
4. By execution of this Agreement, CONTRACTOR hereby grants to
CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire
against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
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.
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. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONTRACTOR under this agreement.
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 narned insured or CITY or other additional insured party. 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 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, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONTRACTOR, or any subconsultants, or subcontractor
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
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. NONDISCRIMINATI
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 perfonm 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.
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: Nadine Hade, Finance Director
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR's Project Director: Kristen West, Consultant
Vavrinek, Trine, Day & Co., LLP
2151 River Plaza Dr. Suite 308
Sacramento, CA 95833
16. INDEPENDENT CONTRACTOR.
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.
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 terns 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. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one document. Counterpart signature
pages may be delivered by telecopier, email or other means of electronic transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
SCHUTZ, City Manager
ATTEST:
LINDSAY LARA, City Clerk
CONTRACTOR
By:
Name: Joseph Aguilar
Title: Partner
[If Contractor is a corporation, add signature of second
corporate officer]
By:...
APPROVED AS TO FORM: Name:-
Title:—
ROBERT
ame:
Title:_ROBERT F. EPSTEIN, City Attey
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"VRINEK,TRINE, DAY CO., LLP VALUE THE
Certified Public Accountants
February 22, 2019
Nadine Hade
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94915
Re: Financial and Accounting Services
Dear Nadine:
This engagement letter is to update our agreement for non -audit services with the City of San Rafael (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 year 2018-19.
OBJECTIVE OF ENGAGEMENT
Tile 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 City in preparing for yearend 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
Exhibit A
2151 River Plaza Dr., Suite 308, Sacramento. CA 95833 916.570.1880 916.570.1875 vtdcpa.com
RESPONSIBILITY OF THE CLIENT
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:
• Designates a knowledgeable 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 perfonning 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, 2019.
Position
HourlyRate
Partner
$195
Senior Manager
$185
Manager
$165
Supervisor
$145
Senior Accountant
$110
Staff Accountant
$ 85
TERMINATION OF ENGAGEMENT
Either party may terminate this engagement without cause.
INDEPENDENT CONTRACTOR AND INSURANCE
VTD is an independent contractor as defined by Federal and State taxing authorities. VTD will 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.
Sincerely,
Jo ph Aguilar, Partner
of Vavrinek, Trine, Day & Co., LLP
JMA:klw
190303
RESPONSE:
This letter correctly sets forth the understanding of the City of San Rafael.
Title:
Date:
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Finance
Project Manager: Nadine Hade Extension: 3062
Contractor Name: Vavrinek Trine Day & Co (VTD)
Contractor's Contact: Kristen West Contact's Email: 916-570-1880
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
--i'l here W
enter a date.
b. Email contract (in Word) and attachments to City
2/26/2019
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney
a. Review, revise, and comment on draft agreement
2/28/2019
® LG
and return to Project Manager
2/28/2019
® LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
2/28/2019
contractor
NAH
4
Project Manager
Forward three (3) originals of final agreement to
2/28/2019
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
N/A
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6 Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
Review and approve hard copy of signed
-1
7 City Attorney
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
3/ /0
i)
official
r?
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
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