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HomeMy WebLinkAbout1988-03-22; City Council; Resolution 88-92ll e 0 1 2 3 4 5 RESOLUTION NO. 88-92 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAXLSB CALIFORNIA, ACCEPTING THE PROPOSAL OF PEAT MARWICK MA1 CERTIFIED PUBLIC ACCOUNTANTS, FOR THE AUDIT OF THE CIT 1987-88 FINANCIAL STATEMENTS AND AUTHORIZING THE MAYOR EXECUTE A CONTRACT FOR AUDIT SERVICES THROUGH 1989-90. WHEREAS, the City annually contracts with a certified public acca 6 licensed in the State of California for the audit of the City's annual 7 for such audit services; and g WHEREAS, the City has requested proposals from fourteen qualified 8 financial statements; and 10 WHEREAS, after reviewing proposals from nine firms, the City staf 11 14 WHEREAS, funds for these services will be included in the 1988-89 13 Co. and 12 recommended that the City Council accept the proposal of Peat Marwick attached hereto. 18 is authorized to sign the contract for audit services shown in Exhibit 17 that the proposal of Peat Marwick Main & Co. is hereby accepted, and t 16 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 15 Operating Budget. 19 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Cot 20 the following vote, to wit: 21 the City of Carlsbad, California, held on the 22nd day of March 22 AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson 23 ATTEST: 25 ABSENT : None 24 NOES: None 261 &vL L. &ENKJ&WZ ,&!<ty Clerk EN R. KUNDTZ, Deputy City Clerk 28 (SEAL) I1 0 0 Exhi b AGREEMENT FOR AUDIT SERVICES RELATED TO THE ANNUAL AUDIT OF THE CITY'S FINANCIAL REPORTS FOR THE FISCAL YEARS ENDING IN 1988, 1989 AND 1990 THIS AGREEMENT, made and entered into as of the day of , 19 , by and between the CITY OF CARLSBAD, a mur corporation, hereinafter referred to as "City," and PEAT MARWICK MAIN P hereinafter referred to' as "Auditor. I' RECITALS City requires the services of an independent certified pub1 i c accc to perform the annual audit of the City's financial statements for the thl year period from July 1, 1987 to June 30, 1990; and The Auditor possesses the necessary ski1 1 s and qual i fications to I the services required by City; NOW, THEREFORE, in consideration of these recitals and the covenants contained herein, the City and Auditor agree as follows: (1) AUDITOR'S OBLIGATIONS A. SCOPE AND DURATION 1. The Auditor shall conduct an annual examination of the f i statements, accounts, records and procedures of all agencies and/or subdivisions of the City of Carlsbad c operations of the City during the period July 1, 1987 ' 30, 1990. 2. The engagement shall include an annual audit of all program grant funds as required under the Single Audit 1984. 1 e 0 3. The engagement shall include an annual review of the sys internal control and of compliance with budgetary and requirements by the City. B. AUDIT STANDARDS 1. The Auditor shall conduct the examination in accordanc 2. generally accepted auditing standards and procedures app' to governmental units, as prescribed in the following docur a. AICPA, Statements of Auditinq Standards and Audits 01 and Local Governmental Units. b. General Accounting Office, Standards of Audit Goverl Orqanizations, Prosrams, Activities, and Functions. c. Statements of the Governmental Accounting Standards B Should the Auditor encounter circumstances requiring an i in the scope of the audit, or in the extent of d investigation, written notice to that effect will be given Finance Director, and this agreement will be modified by agreement as to additional work and compensation. modifications must be in writing and approved by the C. Director and/or City Manager. REPORTS AND OTHER COMMUNICATIONS 1. The Auditor shall submit a written report on observed wea in internal accounting controls. 2. The Auditor shall submit a management letter on observed management weaknesses. 3. The Auditor shall submit a written report contain expression of opinion that the financial statements are 2 e 0 stated, or, if a qualified or adverse opinion or disclai opinion is necessary, the reasons therefor. 4. The Auditor shall submit a written report affirming that tt is in compliance with applicable legal provisions referrec Section A-3 above or as required by the Single Audit Act 01 If The City was not in compl i ance with specific 1 egal prov. the Auditor shall so state in his written report. 5. The Auditor shall assist the City in preparing final fil statements in compliance with the standards set by Goverl Accountinq, Auditinq and Financial ReDortinq (GAAFR). 6. The Auditor shall prepare and submit to the City one fina copy of the combined financial statements, notes to the fi statements and the supplemental data section of the financial report as defined in GAAFR. The Auditor shall one original of the auditor's opinion on the combined fi statements. The Auditor shall provide 15 copies of the and reports as described in Sections 1 .C(l), l.C(2), 1 .C 1 .C(7). 7. The Auditor shall prepare separate financi a1 statements City Water Enterprise and Redevelopment Agency compl el separate opinions. 8. The Auditor shall revise his written reports as may be r for their acceptance by federal grantor agencies. The shall make avail able working papers upon request, in acc with federal and state grant provisions. 9. The Auditor shall attend up to two (2) public meetings to after the submission of his written reports. 3 e 0 (2) CITY OBLIGATIONS A. The City shall have adjusted or closed all accounts and shal them available for examination by the fourth Monday in August. B. City staff shall render all feasible assistance to the Audi to shall respond promptly to requests for information, provic necessary books and records, and provide physical facilities re by the Auditor for the expeditious conduct of the engagement. C. The City shall prepare all introductory and statistical section2 incl uded in the annual f inanci a1 report, and shall submit a1 1 sc to the Auditor for review prior to September 30 each year. (3) PROGRESS AND COMPLETION The work under this contract will begin upon execution of this agl and shall be completed by October 31 of each year for the Comprel Annual Report and December 31 of each year for the Single Audit, pi all other deadlines are met. Extensions of time may be granted Finance Director if requested by the Auditor and agreed to in wril the Finance Di rector. (4) FEES TO BE PAID TO AUDITOR The City shall pay the Auditor a total fee of no more than $25,000 il $26,300 in 1989 and $28,800 in 1990 for auditing services. The: shall cover the audits of the Comprehensive Annual Financial Repol Redevelopment Agency, the Water Enterprise Fund, the Building Aut the Parking Authority and the audit required by the Single Audit 1984. The City shall compensate the Auditor for additional work upon in writing and approved by both parties as a1 1 owed under Sectio of this agreement. 4 e 0 (5) PAYMENT OF FEES Periodic progress billings may be submitted for services rendered tc but not more often than monthly. The final payment for any audit become due after the submission of all reports required by Section their acceptance by the City and federal grantor agencies. Invoices be mailed to the attention of Finance Director, City of Carlsbad, 1: Avenue, Carlsbad, CA 92008-1989. The City shall retain 10% of thc fees paid until all reports have been received and accepted by the I grantor agencies. (6) PAYMENT OF FEES OR COMMISSIONS The Auditor warrants that their firm has not employed or retair company or person, other than a bona fide employee working for the A to solicit or secure this agreement, and that Auditor has not F agreed to pay any company or person, other than a bona fide employ1 fee, commission, percentage, brokerage fee, gift, or any consideration contingent upon, or resulting from, the award or maki agreement. For breach or violation of this warranty, the City sha the right to annul this agreement without liability, or, in its disc to deduct from the agreement price or consideration, or otherwise r the full amount of such fee, commission, percentage, brokerage fee, contingent fee. (7) NONDISCRIMINATION CLAUSE The Consultant shall comply with applicable State and Federa regarding nondiscrimination. (8) TERMINATION OF CONTRACT In the event of the Auditor's failure to perform the work as provi in this agreement, the City may terminate this agreement for nonperi 5 0 0 by notifying the Auditor by certified mail of the termination I agreement. The Auditor, thereupon , has five working days to del iv documents owned by the City and copies of all work in progress Finance Director. The Finance Director shall make a determi nation ( based upon the documents delivered to City of the percentage of WOI the Auditor has performed that is usable and of worth to the City in the audit completed. Based upon that finding as reported to th Council , the Council shall determine the final payment of the agrl Final payment shall be in compliance with the Code of Federal Regul' The Auditor agrees to cooperate with the City and any subsequent aud employed by the City by providing access to and/or copies of ar papers associated with any City audit as needed. The Auditor's ob1 i under this Section shall be consistent with existing American Insti Certified Pub1 ic Accountant (AICPA) guidelines and standards. (9) DISPUTES If a dispute should arise regarding the performance of work undc agreement, the following procedure shall be used to resolve any ques factor interpretation not otherwise settled by agreement between p Such questions, if they become identified as a part of a disputl persons operating under the provisions of this agreement, shall be to writing by the principal of the Auditor or the Finance Director. of such documented dispute shall be forwarded to both parties i a1 ong with recommended methods of resol ut ion that would be of ben both parties. The Finance Director or principal receiving the lettt reply to the letter along with a recommended method of resolutior ten calendar days. If the resolution thus obtained is unsatisfac the aggrieved party, a letter out1 ining the dispute shall be forw: 6 0 a the City Council for their resolution through the office of thc Manager. The City Council may then opt to consider the directed sc to the problem. In such cases, the action of the City Council sh binding upon the parties involved, although nothing in this procedurc prohibit the parties seeking remedies available to them at law. (10) SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 3 written notice to the other party. In the event of such suspens termination, upon request of the City, the Auditor shall assemble tl product and put same in order for proper f il i ng and closing and del il copy of said product to City. In the event of termination, the i shall be paid for work performed to the termination date; howeve total shall not exceed the guaranteed total maximum. The City sha' the final determination as to the portions of tasks completed a compensation to be made. Compensation is to be made in compliance w Code of Federal Regul ations. The Auditor shall make any work pal files available to the City or its representatives consistent wi AICPA guide1 i nes and standards. (11) STATUS OF THE AUDITOR The Auditor shall perform the services provided for herein in Audi to way as an independent certified pub1 ic accountant and not as an empl the City. The Auditor shall be under control of the City only as completion date of work and the personnel assigned. (12) HOLD HARMLESS AGREEMENT The City, its agents, officers and employees shall not be liable claims, 1 iabil i ties, penal ties, fines, or any damage to goods, prop or effects of any person whatever, nor for personal injuries 01 7 m e caused by, or resulting from, or claimed to have been caused I resulting from, any act or omission of Auditor or Auditor’s a employees or representatives. Auditor agrees to defend, indemnify ar free and harmless the City and its authorized agents, officer! employees against any of the foregoing liabilities or claims of an and any cost and expense that is incurred by the City on account of the foregoing liabilities. This Section does not apply to the Auc opinion or other products described within this agreement. (13) ASSIGNMENT OF CONTRACT The Auditor shall not assign this contract or any part thereof monies due thereunder without the prior written consent of the City. (14) SUBCONTRACTING The Auditor shall not subcontract any of the work to be performec this contract by the Auditor unless approved by the City in writinc Auditor shall be fully responsible to the City for the acts and om of Auditor’s subcontractor and of the persons either directly or ind employed by the subcontractor, as the Auditor is for the acts and om of persons directly employed by Auditor. Nothing contained i contract shall create any contractual relationship betwet subcontractor of the Auditor and the City. The Auditor shall bin subcontractor and every subcontractor of a subcontractor by the tl this contract applicable to Auditor’s work unless specifically noted contrary in the subcontract in question approved in writing by the C (15) PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf City to negotiate, make, accept, or approve, or take part in negot making, accepting, or approving of any agreement, shall become dire 8 * e indirectly interested personally in this agreement or in any part tb No officer, employee, or attorney, of or for the City who is authori such capacity and on behalf of the City to exercise any exec supervisory, or other similar functions in connection with the perfc of this agreement shall become directly or indirectly interested per: in this agreement or any part thereof. (16) VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or emplc the City, either before, during, or after the execution of this agrc shall affect or modify any of the terms or obligations herein contail such verbal agreement or conversation entitle the Auditor to any add payment whatsoever under the terms of this agreement. (17) SUCCESSORS OR ASSIGNS Subject to the provisions of paragraph (12), Hold Harmless Agreemel terms, conditions, and provisions hereof shall insure to and shal each of the parties hereto, and each of their respective heirs, exe administrators, successors and assigns. (18) EFFECTIVE DATE This agreement shall be effective on and from the day and year firs written. 9 a 0 * (19) CONTRACT RENEWAL This contract may be renewed by the City Council and Peat Marwick Mi co. IN WITNESS WHEREOF, we have hereunto set our hands and seals. CITY OF CARLSBAD BY CLAUDE A. LEWIS, Mayor ""- Title ATTEST: APPROVED AS TO FORM: City Clerk City Attorney 10