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HomeMy WebLinkAbout2012-04-10; City Council; 20870; Selection of Mayer Hoffman McCann for Financial AuditCITY OF CARLSBAD - AGENDA BILL AB# 20,870 SELECTION OF MAYER HOFFMAN McCANN P.C. FOR FINANCIAL AUDIT DEPT. HEAD MTG. 04/10/12 SELECTION OF MAYER HOFFMAN McCANN P.C. FOR FINANCIAL AUDIT CITY ATTY. ( DEPT. FIN SELECTION OF MAYER HOFFMAN McCANN P.C. FOR FINANCIAL AUDIT CITY MGR. 7^ RECOMMENDED ACTION: Adopt Resolution No. 2012-087 authorizing the City of Carlsbad to enter into an agreement with the audit firm of Mayer Hoffman McCann Professional Corporation to perform the city's financial audits for fiscal years 2011-12 through 2015-16. ITEM EXPLANATION: The city retained the certified public accounting firm of Mayer Hoffman McCann Professional Corporation to perform audit services for the last five (5) years. The Finance Department has been pleased with their services, but periodically it is appropriate and recommended to consider changing auditors to assure service, independence and quality of the audit. Best audit practices recommend that the city periodically receive proposals from other audit firms, but select the firm best suited for the city. Requests for proposals (RFPs) were solicited from sixteen (16) firms with the following ten (10) firms responding with a proposal: Moss Adams LLP Macias, Gini & O'Connell, LLP McGladrey & Pullen, LLP Sonnenberg & Company CPAs Christy White Accountancy Corporation Moss, Levy & Hartzheim, LLP Mayer Hoffman McCann P.C. White Nelson Diehl Evans LLP Rogers, Anderson, Molody & Scott, LLP Brown Armstrong Accountancy Corporation An audit selection committee, consisting of four (4) personnel from the Finance Department, examined the RFPs for firm and staff qualifications, experience, audit approach, expertise in governmental auditing, and experience in providing on-going financial consulting services to municipalities. The top three (3) firms were interviewed by the selection committee. Upon completion of the selection process, the committee is recommending Mayer Hoffman McCann, P.C. DEPARTMENT CONTACT: Kevin Branca 760-602-2430 kevin.branca(5jcarlsbadca.aov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Page 2 Mayer Hoffman McCann P.C. has an audit practice predominately focused on local government auditing and has done an outstanding job performing the city's various audits during the past five (5) fiscal years. Mayer Hoffman McCann P.C. is a national practice with 35 offices throughout the United States, is licensed in all 50 states with approximately 2,000 accounting and audit professionals, and is one of the ten (10) largest accounting firms in the nation. Their Western Region Office consists of nine (9) offices, which includes Irvine, San Diego, and Los Angeles. The audit team will consist of individuals from the Irvine office. The review committee felt their combination of local experience and resources along with prior working knowledge of the City of Carlsbad would provide the City of Carlsbad with the highest level of capabilities by an audit firm to conduct a thorough audit of the City of Carlsbad's records and additionally provide a well-trained and qualified staff with which to work with. FISCAL IMPACT: Although cost was not a primary factor in the selection, bids for fiscal year 2011-12 ranged from $62,000 to $125,000. Mayer Hoffman McCann P.C.'s bid for fiscal year 2011-12 is $81,000; and total cost for the five (5) fiscal years is $425,745. Sufficient funds are available in the current budget to cover the fiscal year 2011-12 costs. Audit costs for the remaining four years will be budgeted in the future years' budgets. Although these costs include the costs associated with the audit of the successor agency of the city's redevelopment agency, if separately issued financial statements are not required for the successor agency, these costs will not be incurred by the city. EXHIBITS: 1. Resolution No. 2012-087 authorizing the selection of the audit firm of Mayer Hoffman McCann P.C. to perform the financial audit. 2. Agreement with Mayer Hoffman McCann P.C. 1 RESOLUTION NO. s)ni7-nR7 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE SELECTION OF MAYER HOFFMAN McCANN P.C. TO 4 PERFORM THE FINANCIAL AUDITS FOR FISCAL YEARS 2011-12, 2012-13, 2013-14, 2014-15, AND 2015-16. 5 9 10 11 12 13 14 18 19 20 21 22 27 28 6 WHEREAS, the audit of the City of Carlsbad financial records is required by the 7 City Council: and WHEREAS, bids from certified public accounting firms have been solicited, accepted, and evaluated; and WHEREAS, Mayer Hoffman McCann P.C. has been determined to be the most qualified at a reasonable cost; and WHEREAS, sufficient funds are available in the current 2011-12 Operating Budget. 15 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 16 Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. The public accounting firm of Mayer Hoffman McCann P.C. is selected to perform the financial audits of fiscal years 2011-12 through 2012-16, and 3. That the agreement between Mayer Hoffman McCann P.C. and the City of Carlsbad is hereby approved and the Mayor is hereby authorized and directed to 23 execute said agreement. 24 // 25 // 26 // // 1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council 2 of the City of Carlsbad on the 10**^ day of April, 2012, by the following vote to wit: 3 AYES: Council Members Hall, Kulchin, Blackburn and Douglas. NOES: Council Member Packard. ABSENT: None. 5 6 7 8 9 10 11 MATT HALL, Mayor ^2 ATTEST: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 LORRAINE M. WOOD, City Clerk (SEAL) M^^.o-'. AGREEMENT FOR AUDITING SERVICES MAYER HOFFMAN MCCANN P.C. THIS AGREEMENT is made and entered into as of the day of AprcC , 2012, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Mayer Hoffman McCann, a Professional Corporation, ("Contractor"). RECITALS A. City requires the professional services of a Certified Public Accounting Firm that is experienced in governmental auditing. B. Contractor has the necessary experience in providing professional services and advice related to governmental auditing. C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term shall not exceed four hundred twenty-five thousand, seven hundred and forty-five dollars ($425,745.00) and shall be payable per Agreement year as further described in Exhibit "A" under heading entitled: Total All-inclusive Price. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/17/12 6 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8- OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:Vir'. OR City Attorney Approved Version 2/17/12 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". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to City Attorney Approved Version 2/17/12 1 maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. Citv reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name: Chuck McBride Name Ken Al-lmani Title: Finance Director Title Shareholder Department: Finance Address 2301 Dupont Dr., Suite 200 City of Carlsbad Irvine, CA 92612 Address: 1635 Faraday Avenue Phone No. 949-474-2020 Ext. 273 Carlsbad, CA 92008-7314 Email kalimam(^cbiz.com Phone No. 760-602-2430 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 2/17/12 i 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonA/arded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fon^/arded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee City Attorney Approved Version 2/17/12 payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othen/vise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 2/17/12 1' 26. 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) By: (sign here) (print name/title) By: Mayor "^^^9. o ^ ATTEST LORRAINE M. WOOD City Clerk 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^ FORM: RONALD-^ B^L, City^ttorney assistant City Attorney City Attorney Approved Version 2/17/12 EXHIBIT "A" SCOPE OF SERVICiS OUR FIRM'S UNDERSTANDING OF THE OBJECTIVES AND SCOPE OF THE ENGAGEMENT Our tinderstandrng of the objectives and scope of the work to be perfoimed is based upon your request ftwr propo^« Based upon the foregoing we tmd^stand the objectives and scope of work to be as foilows: 1. We will perform an audit examination of the CoMpreheiislve Animal Financial Report of the City of Cailsbad fot the fiscai years ending June 30, 2012 tirough June 30, 2016. Our examination will bei conducted in accordance with auditing standards graemlly accepted in the United States of America and Government Auditing Standards. The financial section of the CAFR will be drafted by City personnel. We will review the complete CAFR for conformity with the requirements of the CAFR award programs of GFOA. We are committeii to completing our review of this report and providing our opinion on the same in accjordance with the City's timeline requirements. 2. We will perform a financial and compliance audit of the govemmental activities, each major fund and the aggregate remaining fund information of the Carlsbad Redevelopment Agency fpr the years ended June 30,2012 through 2016. Our audit will be conducted in accordanjce witib. auditing standards generally accepted in the United States, Govemmera Auditing Standards and the Guidelines for Compliance Audits of Califomia Redevelopment]Agencies. The City will draft and word process the financial statements and notes to the financial statements. The auditors will provide boimd copies of the final report. 3. We will perform a financi^ audit ofthe Enctna Financing Joint Powers Authority for the years ended June 30,2|012 through 2016. Our audit will be conducted in accordance witii auditing standards geimlly accepted in the United States and Govemment Auditing Standards. The City will (|raft and word process tiie financial statements and notes to tiie financial statements. The auditors will provide bound copies of the final report 4. When required, we will pkform a Single Audit of the City of Carisbad m accordance vnih the Single Audit Act Amendments of1996 (Public Law 104«156) and OMB Circular A-133 Qn^ikd. Audits of States, Local Governments, and Non-Profits Organizations. Our single audit will cover all! federal grants received by tiie City and its component units either as a primary or secondary recipient The City will provide to the Auditors the Schedule of Federal Finajncial Assistance encompassing all direct and pass-through federal funds receive by tibe City and component units. We will reader our reports on the single audit in accordancje witii the single audit requirements as described in this propsal. We are committW to providinjg the requested number of copies of the single audit report in accordancjs with the City's timeline requirements. The auditors wll provide bound copies of th^ final rqjort. 5. We will perform a^^-up(on procedures to test and report on the City's Gann Limit for the years ended June 30,2012 through 2016. The auditors will provide bound copies of the final report 6. We will report instances of compliance that are det^ted by the audit faocess, as required by Government Auditing Siandards. \T 7. We will report to the City Auditing Standards No. 114. 8. 9. Council the communications required by Statement on We will prepare a letter to Ci^ Council reporting matters dealing with intemal control that meet the threshold of beuiig significant control deficiencies (previously reportable conditions) as defined by Statement on Auditing Standards (SAS) No. 115. We win immediately report in illegal acts of which we become Diiector, as required by govemmental writing any irregularities or illegal acts or indications of aware to the City Council, City Manager and the Finance ~ auditing standards. 10. We will prepare a management letter. This letter will include nonreportable conditions (tifciose constructive comments not required to be included in tiie single audit report). We will discuss those comments with the Finance Director and otiiier appropriaie City personnel prior to its finalizatioii. 11. Mayer HofBnan McCann P.C.|desires to keep its clioils abreast of new developments affecting local govemment fijoance. We would plan to advise City staff of new accounting developments duriijig the interim/planning stage of each year's au<Ht and tiarough our annual GASB Update tiiat we provide for our clients. 12. Finally, we perceive the scope! of our work as being advisors to the City of Carlsbad. Throi^out the year, City per^nnel will have access to fhe Engagement Shareholder, Ken AJ-Imam, Quality ContrpI Review Shareholder, Jemiifer Farr, and Engagement Manager, Dean Votava, to s^k advice in the application of accounting principles, financial statement preparatioi and content and other matters relating to the City, including matters of taxation and policy relating to City fiinge benefits. Witii respect to tiie City of Carlsbad knd its component units, Mayer HofiOman McCann P.C. meets the independence requirement^ of generally accepted accoimting standards and the Govemment Auditing Standards (200& revision) published by the U.S. General Accounting Office. Our firm has never had a recorcj of substandard audit work. No conflicts of interest exist relative to our firm perfomiing the audit MHM does not intend to use subcontractors for this engagement, | TOTAL ALL-INCLUSIVE PRICE The following is a breakout of jthe fee associated with conducting the audit of the City of Carisbad. Description of Sarvices CAFR •Carlsbad Redevelopment Agenc) Encina Financing Joint Powers Authority Single Audit GANN Limit Verification Total All-inclusive Price * This represents the cost to audit be no extra charge should separate 2012 2013 2014 2015 2016 $ 59,000 60,475 61,985 63,535 65,125 7,100 7,275 7,460 7,645 7,835 6,500 6,660 6,830 7,000 7,175 7,300 7,480 7,670 7,860 8,055 1,100 1425 ^ «^ J. 3^ 1,185 1,215 mm ?3,0I5 mm 87,225 89.405 the residual activity of the redevelopment agency. There will financial statemaits be required for the successor agency. The above fees include an annual adjustment of 2.5%. We will pogress bill the City fo^ the above services as the engagement hours are expended. Final billing wiU be made upon delivery of the final audit reports. Any special projects, extra work, accounting assistance, or su^tional assignments wUl be performoi at the standard hourly rates indicated in the accompanyinjg fee schedule. Our fees contemplate conditions providing at fhe start of tiie audi subsidiary schedules supporting agreonent with generai ledger b assistance is needed in preparing would perform the same at the bo itisfactory for the performance ofthe audit, including the City ti trial balances reflecting all year end adjustments, necessary as^t and liability balances, all necessary reconciliations in jances, and customary supporting analyses and schedules. If ^ear end joumal entries or resolving reconciliation issues, we ly rates indicated in this cost proposal. The City will type confinnation requests. If there are changes in the scope of the audit (added enterprise activity, additional comjnent units, new audit or accounting requirements, etc.), we would discuss these changes with the Director of Finance and the effect of tiiese changes on the professional audit hours and costs of the engagement. Our fixed fee pricing contemplates up to two major programs for the single audit A price adjustment of $3,500 will be made for each additional major program. RATES FOR ADDITIONAL PROFESSIONAL SERVICES The following is a summary of hourly rates for services that may be required outside the scope of the audit for the years 2012-2016: Classification Shareholders Managers Field Managers/Senior Auditors Staff Auditors Honrlv Rates $135 125 115 105 Mayer Hoffman McCann P.C. Board Resolution The undersigned, being all members of the Board of Directors of Mayer Hoffman McCann P.C, a Missouri professional corporation "the Corporation", do hereby approve and adopt the following resolution: RESOLVED, that the shareholders of Mayer Hoffman McCann P.C. as listed below are hereby authorized to sign and execute contracts to provide professional services on behalf of the Corporation. 1. KenAI-lmam 2. Michael Harrison 3. Marcus Davis 4. Michael Gutierrez 5. Ron Rolwes 6. Jennifer Farr 7. Matthew Lenton 8. Jim Babcock 9. Benjamin Reyes 10. Sam Perera 11. Dana Basney 12. Jeffrey Baumgarten 13. James Comito 14. David Diamond 15. Steve Fanucchi 16. Robert Gellman 17. Mike Lichtenberger 18. Jim Putt 19. Stuart Starr 20. Timothy Willis 21. Laurie Hopkins IN WITNESS WHEREOF, the undersigned have hereunto subscribed their names effective as of March 23, 2011. William L. Hancock Frank Maughan Mark Garten Paul E. Nation