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HomeMy WebLinkAboutCONRAD & ASSOCIATES, LLP - 2005-11-17Su ity Contracts Submittal to City Clerk's Office RECEIVED Hunt �>, , Beach- 2005 NOV 21 Ali 10: 28 To: City Clerk ell' Y 0! ` it CITY OF HUNTIE.G T ON BEACH 1. Name of Contractor: Conrad & Associates, LLP 2. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Audit Services - City Concessionaires 3. Amount of Contract: $32,500.00 Copy of contract distributed to: The ORIGINAL insurance certificate/waiver sent to Risk Management Initiating Dept._ City Treasurer ^ ORIGINAL bonds sent to Treasurer CITY CLERK'S OFFICE USE ONLY: City Attorney's Office Date: 11/17/05 g:/Attymisc/forms/city clerk contract transmittal.doc PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR / THIS AGREEMENT ("Agreement") is made and entered into this 1 day of x—� ke� 2005 by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." ` CONSULTANT hereby designates /" who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/forms/profsery 10/1510 I -A I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on I 1 1/1 40 V , unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than - from the Commencement Date of this el Agreement. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed p•�-•c. Dollars ($ 3 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/forms/profsm 10/15/01-A 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS_ CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with. CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agree/forms/profsery 10/15/01-A 3 approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. agree/forms/profsery 10/ 15/0 1 -A 4 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either parry, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an:employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and agree/forms/profsery 10/15/01-A 5 all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/forms/profserv10/15101-A 6 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other parry via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Hurltington Beach ATTN: 2000 Main Street — j 44 .__— 7 Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: L When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/forms/profsery10/15/01-A 7 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement agree/forms/profsery 10/15/0 1-A 8 which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any parry who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either parry to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, agree/forms/profsery 1011510 1-A 9 each party shall bear its own attorney's fees, such that the prevailing parry shall not be entitled to recover its attorney's fees from the non -prevailing parry. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that parry has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof agree/forms/prof m10/15101-A 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, / (� Y LL By: print name ITS: (circle one) Chairman/President/Vice President AND 0 print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer agree/forms/profsery 10/15/0 1-A I I CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California `Director of (Pursuant To HBMC §3.03.100) APPROVED AS TO 1 Y/FORM: 49'n't, i* . ► C- I City Attorneyo REVIEWED ANP APPROVED: City Administrator (only, for contracts , -�O, 000.00 and over) CONRADAND ASSOCIATES, L.L.P. October 26, 2005 Mr. Steve Holtz Real Estate Services Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 CERTIFIED PUBLIC ACCOUNTANTS RE: Professional Services Contract — City Concessionaire Audits Dear Steve: 2301 DUPONT DRIVE, SUITE 200 IRVINE, CALIFORNIA 92612 (949) 474-2020 Fax (949) 263-5520 OU"T 2 7 2005 Mike Gutierrez, Partner is hereby authorized to sign the enclosed Professional Services Contract with the City of Huntington Beach on behalf of Conrad and Associates, L.L.P. We thank you for the opportunity to provide our services to the City and we look forward to additional opportunities where we may serve your auditing needs. If you should have any questions, please contact me at (949) 474-2020 ext. 275 or via email at rconradkcbiz.com. Sincerely, CONRAD AND ASSOCIATES, L.L.P. 6� - Z i- � Ronald L. Conrad, CPA Managing Partner MEMBERS OF AICPA AND CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION SCOPE OF WORK EXHIBIT #A CITY OF HUNTINGTON BEACH OFFICE OF REAL ESTATE SERVICES PROPOSAL TO PERFORM AUDITS OF CITY CONCESSIONAIRES SCOPE OF SERVICES Detailed Work Plan The following procedures would serve as our basic audit. We anticipate that these procedures would be performed wherever the accounting records are located. This could be at either the business location, or the concessionaire's accounting office. • Conduct a preliminary survey of available records. This will be performed at the City's offices located in Huntington Beach. We will obtain copies of all concessionaire contracts, inquire with appropriate Department personnel to discuss any concerns regarding each concessionaire and review workpapers from prior concessionaire audit. During this visit, we will also document the rent recorded, by concessionaire, in the City's accounting records. • Based upon the results of our preliminary survey, we will prepare a detailed audit plan for each of the concessionaires to be audited. This detailed audit plan will be tailored to address the specific facts and circumstances surrounding each concessionaire. 7 • We will contact the concessionaires and schedule the audits. In addition, we will inform the City of the audit and discuss any concerns they may have with the concessionaire. It will be our goal to schedule the audits in such a fashion as to minimize any travel costs. 8 • Once onsite, we will interview the concessionaire and document their internal controls surrounding the recording and reporting of gross receipts. • We will validate the accuracy of the reported gross receipts using the following procedures. In the event records are not auditable, we will immediately contact the City. Conrad and Associates, L.L.P 12 CITY OF HUNTINGTON BEACH OFFICE OF REAL ESTATE SERVICES PROPOSAL TO PERFORM AUDITS OF CITY CONCESSIONAIRES SCOPE OF SERVICES o We will trace monthly reported gross receipts to the concessionaire's accounting records. o We will perform an analytical review of sales by comparing to sales reported to applicable state and federal agencies using sales tax returns and/or income tax returns for reasonableness. o We will perform an analytical review of sales by comparing sales reported to the State with amounts deposited with the bank for reasonableness. o We will judgmentally select a number of days throughout the audit period and tace the daily sales revenue to the monthly sales recaps. o We will judgmentally select a sample of days and review the opening and closing activity (non-resettable totals) on the cash register to determine whether the systems were cleared during the day. o We will review voids and other deductions from gross receipts for propriety and to ensure they are allowable per the concession contract. • We will test for items of audit significance noted as part of our review of the concession contract, such as required capital improvements, etc. • Once the audit is complete, we will prepare a draft report documenting the gross receipts per our audit, calculating the amount of rent payable to the City, comparing to the rent actually paid to the City and determining any amounts due to/from the City. Our draft report will also include any findings and recommendations regarding contract compliance or internal control issues noted during our fieldwork and also a recommendation for the need of prior year audits, when necessary. • Upon approval by the City of the draft report, we will prepare a final report. Conrad and Associates, L.L.P 13 CITY OF HUNTINGTON BEACH OFFICE OF REAL ESTATE SERVICES PROPOSAL TO PERFORM AUDITS OF CITY CONCESSIONAIRES SCOPE OF SERVICES Quality Control - Working Papers The first step in our approach to assuring quality control is the preparation of standardized working papers that contain sufficient, competent, and relevant evidential matter. These working papers, being the permanent record of the work performed and methods followed, serve as the basis for the audit report. Therefore, we understand that these working papers must substantiate and explain in detail the opinions and findings included in the report. In addition, we will utilize a standardized indexing system for all working papers prepared. This provides a consistent, quality product which can be easily and thoroughly reviewed. Independent review of all working papers is an essential and constant element of our firm's auditing procedures and quality control program. Review is the means by which we ensure that each level and step of audit work is properly performed and completed. It also serves as a valuable training device for all levels of professional staff, since staff members are alerted to areas in which they need improvement, gain confidence in their own abilities in areas of the audit successfully completed without assistance, and % benefit from the knowledge and experience of the reviewer. It is by this process that each member of our professional staff becomes a more knowledgeable auditor and a more valuable asset to our firm, while at the same time assuring that our firm's high standards of professional and diligent work are being met. Conrad and Associates, L.L.P 14 COMPENSATION - TIME & FEE SCHEDULE EXHIBIT #B CITY OF HUNTINGTON BEACH OFFICE OF REAL ESTATE SERVICES PROPOSAL TO PERFORM AUDITS OF CITY CONCESSIONAIRES FEES Not -to -Exceed Audit Fee The following fee proposal has been prepared based our estimated number of hours to complete a standard concession assignment. Changes to the detailed work plan may change our estimate of audit hours and the resulting fee proposal. Task - Hours Preliminary survey 4.0 Preparation of detailed audit plan 3.0 Scheduling with concessionaire 2.0 On -site review of concessionaire 8.0 Preparation of draft report 4.0 Meeting with City personnel 2.0 Preparation of final report 2.0 25.0 Weighted average hourly rate $ 100.00 Proposed audit fee per concessionaire $ 2,500.00 Number of concessionaires 13.0 Total audit fee proposal $ Reimbursable Expenses Reimbursable costs shall include local mileage and parking charges at concessionaire locations. Conrad and Associates, L.L.P 15 su ' PROFESSIONAL SERVICE CONTRACTS A Htintut :Beach.® , PURCHASING CERTIFICATION 1. Requested by: Steve Holtz, Real Estate Services Manager 2. Date: August 23, 2005 3. Name of consultant: Conrad & Associates, L.L.P 4. Description of work to be performed: Audit of City Concessionaires 5. Amount of the contract: $32,500.00 6. Are sufficient funds available to fund this contract?1 ® Yes, ❑ No 7. Company number and object code where funds are budgeted: 10080501.69365 8. Is this contract generally described on the list of professional service contracts approved by the City Council'? ® Yes, ❑ No 9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?' ® Yes, ❑ No 10. Were (at least) informal written proposals requested of three consultants? ® Yes, ❑ No Explanation: 11. Attach list of consultants from whom proposals were requested (including a contact telephone number). 12. Attach proposed scope of work. 13. Attach proposed payment schedule. WI-AR4-AM DRIL, Manager Purchasing/Central Services ' If the answer to any these questions is "No," the contract will require approval from the City Council. Conract - Conrad 8/23/2005 1:44 PM irstName LastName Company Addressl City State PostalCode Telephone Bob Moss Moss, Levy & 315 S. Beverly Beverly CA 90212 310-273-2745 Hartzheim Drive, #211 Hills Michael Harrison Conrad & 2301 Dupont Drive, Irvine CA 92612 949-474-2020 Associates #200 Michael Moreland Moreland and 1201 Dove Street, Newport CA 92660 949-221-0025 Associates #680 Beach Nitin Patel Diehl, Evans 2121 Alton Irvine CA 92614 949-399-0600 & Company, Parkway, #100 LLP Michael Chu Lance, Sol 203 N. Brea Blvd, Brea CA 92821-4056 714-672-0022 and Lunghard #203 Pam Goacher RGP 8921 Research Irvine CA 92618 949- 450-0171 Corporation Drive Felise Acosta Rosenow 309 W 4th Street Santa CA 92701-4502 714-541-4585 Spevacek Ana Group Stephen Larson Caporicci and 3184 D Airway Costa CA 92626 877-862-2200 Larson Avenue Mesa NOV. 8, 2005 1:24PM CBIZ NO. 0816 P. 2 CAMICO"' MOTVAL IN IVAANCI COMPANY Tnt CPA.' Insur2ncl Company 1235 Radlo Road, Redwood City, CA 94055-1217 650.802.2500 / 600,652.1772 Fax: 650.302.2700 i 963.4-CAMICO (422.6426) www.Cami:O.cnm CERTIFICATE OF INSURANCE Date: August 24, 2005 To: City of Huntington Beach 2000 Main Street __.__.._....-- RintingannBeach (�.� .A 97648_- - ------ _ _ - _ _.-.--._.._. Attn: Christi Mendoza Risk Management Re: Conrad and Associates, L.L.P. 2301 Dupont Drive, Suite 200 Irvine, CA 92612 Policy No.: CAL01311-19 This is to certify that as of the date hereof a CAMICO policy of accountants professional liahility insurance insuring Conrad and .A,ssociates,_L.L.P. as the Named Insured is in effect. The policy period of such policy is 01/01/2005 to 01/01/2006 and the per claim/ao, gate limits of liability thereunder are $5,000,000.00 / $5,000,000.00Tespectively, Such insurance is subject to cancellation as provided in the policy and to non -renewal by the Company or by. the Named Insured. Coverage is subject to all the terms and conditions of the policy. Should any of the above described policies be cancelled before the expiration datethereof, CAMICO will mail 30 days written notice to the certificate holder, CAMICO MUTUAL INSURANCE COMPANY BY Ric Rosario Vice President of Risk; Management AP ROVED AS O FORM: J NIFER McGRATH, City Atton:: 13:29 96i CRT 2005-LET (rev. 0710S) P.02