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HomeMy WebLinkAboutAgr 2003-05-21 (Odenberg, Ullakko) ~ ~ ~ ~ n \\1] \~ AGREEMENT FOR PROFESSIONAL SERVICES - 0 r, 51\ 2'}100123 ACCOUNTING SERVICES JUN FINANCE Dt.r-I-'.;", " '51/ TOWN OF T!BUPON THIS AGREEMENT, made and entered this 2i day of if 'Z.-f/L , 2003, by and between the TOWN OF TIBURON, a political subdivision ofthe State ~a, hereinafter called "Town," and ODENBERG, ULLAKKO, MURANISHI & CO, LLP, a California limited partnership, hereinafter referred to as "Consultant," RECIT ALS A. The Town requires the services of certified public accountants to perform certain agreed- upon auditing services. B. The Consultant is skilled and experienced in the auditing services required by the Town. Therefore, the parties wish to contract for the Consultant to provide the services described in the proposal letter from Consultant dated April 21, 2003, ("Services"), which is attached hereto as Exhibit A and incorporated herein by reference, in accordance with all applicable federal and state requirements. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform the agreed-upon auditing services, as described in Exhibit A. Consultant may subcontract out certain of the Services to other Consultants only as may be approved in advance in writing by Town. In the event of such subcontracting, Consultant shall remain responsible for the full performance of such servIces. 2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A. Total compensation for the services shall not exceed J1;~ gJ~5 0 dollars ($~ g Q50) without the Town's prior written approval. . Payments shall be due thirty days after sublnission of an itemized invoice showing work actually completed. Consultant shall submit invoices on a monthly basis for time and materials actually expended. 3. Standard of Work: Indemnity. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent act or omission of Consultant's in the performance of the Services pursuant to this Agreement. 4. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and c: \Documents and Settingslhmcveigh. TIB URON. OOO\Local Settings I Temporary Internet FileslOLK3 J lAg. Auditors FY02-3.doc 1 responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 5. Attendance at Hearings. If requested by the Town Planning Director, Consultant shall appear at Councilor other hearings that pertain to the Services. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality. 7. Own~rship of Documents: Use. All documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Town acknowledges that said documents are prepared for use only by Town official~ in reviewing the operations of the Town's Finance Department. Consultant makes no representation that said documents are suitable for any other purpose. 8. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant to stop or suspend performance of the Services, in whole or in part, for a period of up to ninety days after such notice is delivered to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of performing the Services or the time required for such performance, Consultant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 9. Delinquency. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 10. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. C:IDocuments and Settingslhmcveigh.TIBURON.OOO\Local Settings I Temporary Internet Files IOLK3 J lAg. Auditors FY02-3.doc 2 11. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the emplOYment of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. 12. Miscellaneous. A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To the extent that there are any inconsistencies with such Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governing Law. The laws of the State of California shall govern this Agreement. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portion~ shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest Assignment. This Agreement shall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. E. Entire Agreement Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT hris S. Millias, Partner ODENBERG, ULLAKKO, MURANISHI & CO ;iA 1 /" ~2 / l ~ ~/ d) It L/Lfl APPROVED AS TO FORM: -~/~~ ~ c~ Ann R. Danforth, Town Attorney c: IDocuments and Settingslhmcveigh. TIB URON. OOO\Local Settings I Temporary Internet Fil eslOLK3 J lAg. Auditors FY02-3.doc 3 OUM ODENBERG ULLAKKO MURANISHI & CO. LLP 351 California Street, Suite 1000 I Telephone: (415) 434-3744 San FranCiSCO'r!~E l\rEib (415) 788-2260 Certified Public Accountants & Consultants April 21, 2003 MAY - 2 2003 Honorable Mayor, Members of the Town Council, Town Manager and Finance Manager Town of Tiburon, California fOWN MANAGERS OFFICE TOWN OF T1BURON We are pleased to confirm our understanding of the services we are to provide the Town of Tiburon for the fiscal year ending June 30, 2003. We will provide the following services: 1) audit the general purpose financial statements of the Town; 2) audit the financial statements of the Tiburon Redevelopment Agency Component Unit; 3) audit the Town's compliance with the Gann Appropriations Limit; 4) issue a management letter and a memorandum summarizing our recommendations on internal accounting controls in all areas requiring improvement that come to our attention during the course of our audit; and 5) prepare the state controller's reports for the Town and the Tiburon Redevelopment Agency Component Unit. We understand that the financial statements will be presented in accordance with the financial reporting model in effect prior to the one described in GASB Statement No. 34. AUDIT OBTECTNE The objective of our audit is the expression of an opinion as to whether your financial statements are fairly presented, in all material respects, in conformity with U.s. generally .accepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the financial statements taken as a whole. Our audit will be conducted in accordance with U.s. generally accepted auditing standards and will include tests of the accounting records and other procedures we consider necessary to enable us to express such an opinion. If our opinion on the financial statements is other than unqualified, we will fully disc~ss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. f~f17 /5! r A- ---- Town of Tiburon -2- April 21, 2003 MAN AGEMENT RESPONSIBILITIES Management is responsible for making all financial records and related information available to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. We will advise you about appropriate accounting principles and their application and will assist in the preparation of your financial statements, but the responsibility for the financial statements remains with you. That responsibility includes the establishment and maintenance of adequate records and effective internal control over financial reporting, the selection and application of accounting principles, and the safeguarding of assets. Management is responsible for adjusting the financial statements to correct material misstatements and for confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during th~ current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations. AUDIT PROCEDURES-GENERAL An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audits will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audits to obtain reasonable rather than absolute assurance about whether' the financial statements are free of material misstatement, whether from errors, fraudulent financial reporting, misappropriation of assets, or violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because an audit is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements, or violations of laws or governmental regulations that do not have a direct and material effect on the financial 'statements. However, we will inform you of any material errors that come to our attention, and we will inform you of any fraudule:qt financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the Town of Tiburon -3- April 21, 2003 periods covered by our audits and does not extend to Inatters that might arise during any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion each of our audits, we will also require certain written representations from you about the financial statements and related matters. Identifying and ensuring that the Town complies with laws, regulations, contracts, and agreements is the responsibility of management. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the Town's compliance with applicable laws and regulations and the provisions of contracts and agreements. However, the objective of our audits will not be to provide an opinion on overall compliance and we will not express such an opinion. AUDIT PROCEDURES-INTERNAL CONTROL In planning and performing our audits, we will consider the internal control sufficient to plan the audits in order to determine the nature, timing, and extent of our auditing procedures for the purpose of expressing our opinion on the Town's financial statements. An audit is not designed to provide assurance on internal control or fo identify reportable conditions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of the internal control that, in our judgment, . could adversely affect the entity's ability to record, process; summarize, and report financial data consistent with the assertions of management in the financial statements. PROFESSIONAL FEES Our combined, all-inclusive maximum fee for fiscal 2003 will be $28,250, plus out-of- pocket costs (such as report reprod~ction, typing, postage, travel, copies, telephone, etc.). This fee is based on anticipated cooperation from your personnel and on the assumption that significant unexpected circumstances will not be encountered during the audits. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Fees for any other consulting services would be billed separately based on standard hourly rates. Before we undertake any such other consulting projects, we would discuss Town of Tiburon -4- April 21, 2003 with you the scope of the work and our estimated fees. Fees for such other consulting services would be billed at our standard rates for time incurred. Currently our hourly rates for general tax and accounting matters are $227 to $297 for partner time and $71 to $222 for secretarial and staff time, based on their level of experience. Our billable time unit is one quarter hour. * * * * * We appreciate the opportunity to be of service to the Town and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us in the envelope provided. Yours very truly, ODENBERG, ULLAKKO, MURANISHI & CO. LLP BY~_ Chris S. Millias, Partner RESPONSE: This letter correctly sets forth the understanding of the Town of Tiburon. By: Date: