HomeMy WebLinkAbout1986-05-20; City Council; Resolution 85611
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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.
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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
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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
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(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
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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
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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