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HomeMy WebLinkAboutMayer Hoffman McCann P.C.; 2008-07-09;AGREEMENT FOR TRANSIENT OCCUPANCY TAX AUDIT SERVICES MAYER HOFFMAN MCCANN P.C. THIS AGREEMENT is made and entered into as of the *? day of 2008, by and between the CITY OF CARLSBAD, a municipal corporation, (|)City"),tand Mayer Hoffman McCann P.C, a corporation, ("Contractor")- RECITALS City requires the professional services of a Certified Public Accounting Firm that is experienced in transient occupancy tax revenue audits. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be nine thousand dollars ($9,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company City Attorney Approved Version #05.06.08 authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et sea., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #05.06.08 14. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR '(sign here) (print name/title) CITY OF corporatio By: ATTEST: (e-mail address) *By: (sign here) LORRAIr$ M. WOQjpl City Clerk (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD FfcmLL City Attorney Jeputy City Attorney City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES 1) Apply selected auditing procedures to the accounting records of three hotels selected by the City of Carlsbad (City) that support the hotels obligation to pay transient occupancy tax (TOT) and Carlsbad Tourism Business Improvement District (CTBID) flat fee to the City. Records selected for examination will be made available to Mayer Hoffman McCann (MHM) on-site at the hotel location in the City or mailed to MHM's place of business. 2) The examinations will cover a 36 month period ending on the end of the most recently filed tax return submitted by that hotel. 3) The City will provide to MHM copies of reports filed and a copy of the ordinance pertaining to room tax and flat fee, as well as copies of any prior audit reports. 4) MHM will review the City's TOT Ordinance and CTBID Ordinance, identifying major sections of the Ordinances that affect the proper computation of receipts subject to the City's TOT and CTBID. 5) MHM will document the procedures of each entity regarding how taxable receipts and flat fees are identified for proper reporting to the City in order to evaluate the sufficiency of these procedures to ensure proper, complete, and accurate reporting of all taxable activity to the City. 6) MHM will test the mathematical accuracy of the returns or reports filed with the City. 7) MHM will test the revenues reported for the Audit period for agreement to the revenue records of the taxpayer. 8) MHM will evaluate the appropriateness of revenues excluded by the hotel in its reporting of taxable gross receipts to the City. 9) Where exemptions claimed are material, MHM will vouch, on a test basis, the exemptions claimed on the returns to records supporting the legitimate basis of exemption. 10) MHM will submit a written report of the agreed upon procedures to the City at the conclusion of each audit. This report will be in the agreed upon procedures format set forth by professional auditing standards. In this format, the procedures performed will be described and the results of those procedures identified, in lieu of the expression of an opinion on the financial data reported by the hotels. 11) This engagement to apply agreed-upon procedures will be conducted in accordance with the attestation standards established by the American Institute of Certified Public Accountants. FEES Per Total Three Hotels = $3,000 $9,000 City Attorney Approved Version #05.06.08 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On personally ss. before me,I_W Date appeared Name and Title of Officer (e.g., "Jane Doe, Notary Public") L/AI ~"X//WVl > Name(s) of Signer(s) "^jersonally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above WITNESS my h^nd and official seal. ^A OPTIONAL . {/' ~~ signature oFNotary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Signer Is Representing: Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2004 National Notary Association • 9350 De Soto Ave., P.O. 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