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HomeMy WebLinkAbout1986-05-20; City Council; Resolution 85611 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8561 A RESOLUTION ON THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY TO ENTER INTO AN AGREEMENT WITH DELOITTE HASKINS & SELLS FOR AUDIT SERVICES RELATED TO THE 1985-86 FINANCIAL STATEMENTS AND SINGLE AUDIT OF FEDERAL PROGRAMS. WHEREAS, the City annually retains an independent CPA firm to perform a review and express an opinion on the annual financial statements of the City of Carlsbad, and WHEREAS, the City is also required by federal law to perform a single audit of all qualified federal programs as defined by the Single Audit Act of 1984, and WHEREAS, The City Council has determined that the firm of Deloitte Haskins SI Sells, by virtue of its contact with city programs, through past audits and familiarity with the Single Audit Act, can perform these functions in a profes- sional manner. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, that the Mayor is authorized to execute the attached agreement with Deloitte Haskins & Sells for the conduct of an annual financial audit and single audit for the fiscal year ended June 30, 1986. xxx xxx xxx xxx xxx xxx xxx 1 2 3 4 5 E 7 E 5 1( 11 1; 1: 11 11 11 1' 1 1 2 2 2 2 2 2 2 2 2 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 20th day of May , 1986 by the following vote, to wit: AYES: Council Members Casler, Lewis, Kulchin, Chick and Pettine NOES: None ABSENT: None MARY H. EASLER, Mayor ATTEST -A- d ALETHA L. RAUTENKRANZ, City Clerk AGREEMENT FOR AUDIT SERVICES RELATED TO THE ANNUAL AUDIT OF THE CITY'S FINANCIAL REPORTS FOR THE YEAR ENDED JUNE 30, 1986 THIS AGREEMENT, made and entered into as of the day of 3 19,.- , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as ''City," and DELOITTE HASKINS & SELLS hereinafter referred to as "Auditor." RECITALS City requires the services of an independent certified public accountant to perform the annual audit of the City's financial statements for the one year period from July 1, 1985 to June 30, 1986; and The Auditor possesses the necessary ski1 1s and qualifications to provide the services required by City; NOW, THEREFORE, in 'consideration of these recitals and the mutual covenants contained herein, the City and Auditor agree as follows: (1) AUDITOR,'S OBLIGATIONS A. SCOPE AND DURATION I. The Auditor shall conduct an examination of the financial statements, accounts, records and procedures of a1 1 fmds, agencies and/or subdivisions of the City of Carlsbad covering operations of the City during the period July 1, 1985 to June 30, 1986. 2. The engagement shall include an audit of all federal program grant funds as required under the Single Audit Act of 1984. 3. control and of canpliance with budgetary and legal requirements by the The engagement shall include a review of the system of internal City. B . AUDIT STANDARDS 1. The Auditor shall conduct the examination in accordance with general ly accepted auditing standards and procedures applicable to govermental units, as prescribed in the following documents: a. AICPA, Statements of Auditing Standards and Audits of State and Local Govermental Units. b. General Accounting Office, Standards of Audit Govermental Organizations, Programs, Activities, and Functions. c. Statements of the Goverrmental Accounting Standards Board. 2. Should the Auditor encounter circumstances requiring an increase in the scope of the audit, or in the extent of detailed investigation, written notice to that effect will be given to the Finance Director, and this agreement will be modified by mutual agreement as to additional work and compensation. Such modifications must be in C. writing and approved by the Finance Director and/or City Manager. REPORTS AND OTHER COMMUNICATIONS 1. in internal accounting controls. 2. The Auditor shall submit a management letter on observed management weaknesses. 3. The Auditor shall submit a written report containing an expression of opinion that the financial statements are fairly stated, or, if a qualified or adverse opinion or disclaimer of opinion is necessary, the reasons therefor. 4. The Auditor shall submit a written report affirming that the City is in cmpliance with applicable legal provisions referred to in Section A-3 above or as required by the Single Audit Act of 1984. If The Auditor shall submit a written report on observed weaknesses 6 the City was not in ccmpliance with specific legal provisions, the Auditor shall so state in his written report. 5. statements in canpliance with the standards set by Governmental Accounting, Auditing and Financial Reporting (GAAFR). 6. The Auditor shall assist the City in preparing final financial The Auditor shall prepare and submit to the City one final typed copy of the combined financial statements, notes to the financial statements and the supplemental data section of the annual financial report as defined in GAAFR. the auditor's opinion on the canbined financial statements. The Auditor shall provide 15 copies of the letters and reports as described in Sections l.C(l), l.C(Z), l.C(4) and l.C(7). 7. The Auditor shall prepare separate financial statements for the City Water Enterprise and Redevelopment Agency canplete with separate The Auditor shall provide one original of opinions. 8. for their acceptance by federal grantor agencies. The Auditor shall make available working papers upon request, in accordance with federal and state grant provi sions. The Auditor shall revise his written reports as may be required attend up to two (2) public meetings to be held of his written reports. 9. The Auditor shal after the submission (2) CITY OBLIGATIONS A. The City shall have adjusted or closed a1 1 accounts and shall have them available for examination by August 15, 1986. 6. City staff shall render all feasible assistance to the Auditor, and shall respond pranptly to requests for information, provide a1 1 necessary 7 (3) and the books and records, and provide physical facilities required by the Auditor for the expeditious conduct of the engagement. C. The City shall prepare all introductory and statistical sections to be included in the annual financial report, and shall submit all sections to the Auditor for review prior to October 15, 1986. PROGRESS AND COMPLETION The work under this contract will begin upon execution of this agreement shall be comleted by October 31, 1986. Extensions of time may be granted by Finance Director if requested by the Auditor and agreed to in writing by the F i n ance Director . (4) FEES TO BE PAID TO AUDITOR The City shall pay the Auditor a total fixed fee of $ 29,750.00for The City shall cunpensate the auditor services rendered under this agreement. for additional work agreed upon in writing and approved by both parties as allowed under Section 1.8.2 of this agrement. (5) PAYMENT OF FEES Periodic progress billings may be submitted for services rendered to date, but not more often than monthly. The final payment for any audit shall becane due after the submission of all reports required by Section C and their acceptance by the City and federal grantor agencies. Invoices should be mailed to the attention of Finance Director, City of Carlsbad, 1200 Elm Avenue, Carl sbad , CA 92008-1989. The City shall retain 10% of the total fees paid until all reports have been received and accepted by the City or grantor agencies. (6) PAYMENT OF FEES OR COMMISSIONS The Auditor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Auditor, to solicit or secure this agreement, and that Auditor has not paid or agreed to pay any cunpany or person, other than a bona fide employee, any fee, canmission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct fran the agrement price or consideration, or otherwise recover, the full amount of such fee, canmission, percentage, brokerage fee, gift or contingent fee. (7) NONDISCRIMINATION CLAUSE The Consultant shall canply with applicable State and Federal laws regarding nondiscrimination. (8) TERMINATION OF CONTRACT In the event of the Auditor's failure to perform the work as provided for in this agreement, the City may terminate this agreement for nonperformance by notifying the Auditor by certified mail of the termination of the agrement. The Auditor, thereupon, has five working days to deliver all documents owned by the City and copies of all work in progress to the Finance Director. The Finance Director shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Auditor has performed which is usable and of worth to the City in having the audit canpleted. Based upon that finding as reported to the City Council, the Council shall determine the final payment of the agreement. Final payment shall be in canpliance with the Code of Federal Regulations. (9) DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they becane identified as a part of a dispute among persons 4 operating under the provisions of this agreement, shall be reduced to wr'iting by the principal of the Auditor or the Finance Director. A copy of such documented dispute shall be forwarded to both parties involved along with recanmended methods of resolution which would be of benefit to both parties. The Finance Director or principal receiving the letter shall reply to the letter along with a recanmended method of resolution within ten calendar days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking ranedies available to them at law. (10) SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Auditor shall assemble the work product and put same in order for proper filing and closing and deliver one copy of said product to City. In the event of termination, the Auditor shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks canpleted and the canpensation to be made. i s to be made in canpl i ance with the Code of Federal Regulations. (11) STATUS OF THE AUDITOR Compensation The Auditor shall perform the services provided for herein in Auditor's own way as an independent certified public accountant and not as an employee of the City. The Auditor shall be under control of the City only as to the completion date of work and the personnel assigned. - (12) HOLD HARMLESS AGREEMENT The City, its agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting frm, or claimed to have been caused by, or resulting frm, any act or omission of Auditor or Auditor's agents, employees or representatives. Auditor agrees to defend, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities. (13) ASSIGNMENT OF CONTRACT The Auditor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. (14) SUBCONTRACTING The Auditor shall not subcontract any of the work to be performed under this contract by the Auditor unless approved by the City in writing. Auditor shall be fully responsible to the City for the acts and omissions of Auditor's subcontractor and of the persons either directly or indirectly The employed by the subcontractor, as the Auditor is for the acts and omissions of persons directly employed by Auditor. create any contractual re1 ationship between any subcontractor of the Auditor and the City. The Auditor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Auditor's work Nothing contained in this contract shall unless specifically noted to the contrary in the subcontract in question approved in writing by the City. (15) PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, -or approving of any agreement, shall becane directly or indirectly interested personally in this agreement or in any part thereof. No officer, employee, or attorney, of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this agreement shall becane directly or indirectly interested personally in this agreement or any part thereof. (16) VERBAL AGREEMENT OR CONVERSATION No verbal agrement or conversation with any officer, agent, or employee of the City, either before, during, or after the execution of this agrement, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Auditor to any additional payment whatsoever under the terms of this agrement. (17) SUCCESSORS OR ASSIGNS Subject to the provisions of paragraph (12), Hold Harmless Agreement, all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. I, 1- - (18) EFFECTIVE DATE This agrement shall be effective on and fran the day and year first above wr i tten . IN WITNESS WHEREOF, we have hereunto set our hands and seals. CITY OF CARLSBAD BY MARY H. CASLER, Mayor Title ATTEST: APPROVED AS TO FORM: ti ty Clerk