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HomeMy WebLinkAboutAgr 2002-06-20 (Odenberg, Ullakko) AGREEMENT FOR PROFESSIONAL SER"VICES - ACCOUNTING SERVICES THIS AGREEMENT, made and entered this JL day of ~~ ' 2002, by and between the TOWN OF TffiURON, a political subdivision of the State of California, 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 May 7, 2002, ("Services"), which is attached hereto as Exhibit A and incorporated herein by reference, in accordance with all applicable 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 twenty-four thousand dollars and five hundred dollars ($24,500) without the Town's prior written approval. . Payments shall be due thirty days after submission 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 Contractot.:. 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 C:\Documents and Settingslhmcveigh. TIBUROMLocal Settings \ Temporary Internet FilesIOLK196\Ag. Auditors FYOI-02.doc 1 maintain complete control of its operations and personnel and shall be solely liable and 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, 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. Ownership 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 document,s are prepared for use only by Town officials 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.TIBUROMLocal Settings I Temporary Internet FilesIOLK196\Ag. Auditors FYOI-02.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 portions shall not be affected unless the effect thereofwould 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. CONSULT ANT T TffiURON ~ Chris S. Millias, Partner ODENBERG, ULLAKKO, MURANISHI & CO APPROVED AS TO FORM: /Z~dY Ann R. Danforth, Town Attorney C:\Documents and Settingslhmcveigh.TIBUROMLocal Settings \ Temporary Internet FilesIOLK196\Ag. Auditors FYOI-02.doc 3 our A ~ ~~::~~f~ 1YI & co. LLP Certified Public Accountants & Consultants 351 California Street, Suite 1000 Telephone: (415) 434-3744 San Francisco, California 94104 Facsimile: (415) 788-2260 May 7, 2002 Honorable Mayor, Members of the Town Council, Town Manager and Finance Manager T own of Tiburon, California We will provide the following services to the Town of Tiburon for the fiscal year ended June 30, 2002: 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; and 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. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America and will include tests of the accounting records of Town of Tiburon and other procedures we consider necessary to enable us to express an opinion that the financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America. 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 of our audit, we will also request certain written representations from you about the financial statements and related matters. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. Also, we will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. However, because of the concept of reasonable assurance and because we will not perform a detailed examination of all transactions, there is a risk that material errors, irregularities, or illegal acts, including fraud or defalcations, may exist and not be detected by us. We will advise you, however, of any matters of that nature that come to our attention. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. T own of Tiburon -2- May 7, 2002 Our audit is not specifically designed and cannot be relied on to disclose reportable conditions, that is, significant deficiencies in the design or operation of the internal control structure. However, during the audit, if we become aware of such reportable conditions or ways that we believe management practices can be improved, we will communicate them to you in a separate letter. * * * * * * Our combined, all-inclusive maximum fee for fiscal 2002 will be $24,500. Our fees for services will be based on the actual time spent at our standard hourly rates (discounted due to Town's governmental status). Our invoices for these fees will be rendered each month as the work progresses and are payable on presentation. These fees are based on anticipated cooperation from your personnel (providing detailed schedules and information requested by auditors) and the assumption that significant unexpected circumstances will not be encountered during the audit. If significant additional time becomes necessary, we will discuss the matter with you immediately. Before we undertake any other projects, we will discuss with you the scope of the work and our estimated fees. We appreciate the opportunity to be of service to the Town of Tiburon and believe this letter accurately summarizes the significant terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. 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: Title: Date: