HomeMy WebLinkAbout08 - Annual Financial Audit Contract ExtensionCITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. s
April 13, 2010
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Administrative Services Department
Tracy McCraner, Administrative Services Director
(949) 644 -3123 or TMcCraneraNewportBeachCA.gov
Dan Matusiewicz, Acting Deputy Director
(949) 644 -3126 or DanM(@NewportBeachCA.gov
SUBJECT: ANNUAL FINANCIAL AUDIT CONTRACT EXTENSION
RECOMMENDATION:
Authorize the City Manager to extend the contract with the CPA firm of Mayer Hoffman
McCann P.C., to perform the City's annual financial audit for the fiscal year ending June
30, 2010.
DISCUSSION:
Per Council Policy F -15 — ANNUAL AUDIT the City is allowed to enter into audit
contracts in four -year increments due to administrative burden associated with new
auditor orientation. The City was due to go out to bid for audit services for the fiscal year
ending June 30, 2009.
The City went through a formal bid procedure and issued an RFP for audit services on
March 31, 2009. Five firms submitted proposals to perform the City's audits for the four
fiscal years ending June 30, 2009 — 2012. Based on the technical content of the
proposals, proposed engagement staff and comparable clients, the Audit Selection
Committee rated Mayer Hoffman McCann P.C. and Diehl Evans & Company, LLP as
the top technical proposals. Sealed dollar cost bids were then opened and these firms
were also the lowest bidders for the City audit services (Diehl Evans & Company being
the lowest) separated by approximately $4,000 per audit year.
However, since both the City Manager and Administrative Services Director were soon
retiring, staff recommended that only a one -year contract be approved so that the new
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Annual Financial Audit Contract Extension
April 13, 2010
Page 2
City Manager and Administrative Services Director could participate in a multi -year
contract decision the next year.
Due to the implementation of the Early Retirement Incentive Program (ERIP), related
changes in Administrative Services management and the timing of the Civic Center
financing project, staff recommends that it would be desirous for the City to extend the
contract to our current firm of Mayer Hoffman McCann P.C. for an additional year. This
would provide important historical continuity and lessen the impact on staff related to a
potential change in auditors. Staff has been pleased with the performance of our
auditors and Mayer Hoffman McCann P.C. is willing to honor its proposed multi -year
discounted bid price rate unchanged at the same 2008 -09 rate ($39,180). Since the City
administers the audit of the Integrated Law and Justice Agency of Orange County
( ILJAOC), the proposal also includes audit services for the ILJAOC at the same rate of
$13,000 which is wholly paid for by the ILJAOC. The total proposed one -year contract
for the City ($39,180) and the ILJAOC ($13,000) total $52,180.
This item was discussed during the March 8, 2010, Finance Committee meeting and the
Committee concurred with the staff recommendation.
Environmental Review:
The City Council's approval of this item does not require an environmental review.
Public Notice:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Funding Availability:
Funding for audit services is available and included in the annual budget.
Alternatives:
Do not approve the one -year extension for audit services and direct staff to prepare an
RFP for 2009 -10 audit services.
Prepared by:
an Matusiewicz
Acting Deputy Director
Attachment: Professional Services Agreement
Annual Financial Audit Contract Extension
April 13, 2010
Page 3
Submitted by:
�C�ltl1.�L
Tracy Mc er
Administrate a Services Director
PROFESSIONAL SERVICES AGREEMENT WITH
MAYER HOFFMAN MCCANN P.C. FOR
AUDITING SERVICES
THIS AGREEMENT is made and entered into as of this _ day of ,
2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation
( "City"), and Mayer Hoffman McCann P.C., a Missouri Professional Corporation,
whose address is 2301 Dupont Dr., Suite 200, Irvine, CA 92612 ( "Auditor"), and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is required to secure an audit of its Financial Statements and Federal
financial assistance ( "Single Audit ") each year.
C City desires to retain Auditor to perform an Audit Examination of its financial
statements and a Single Audit for the fiscal year ending June 30, 2010
('Project ").
D. Auditor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal Auditor for purposes of the Project shall be Ken AI -Imam.
F. City has solicited and received a proposal from Auditor, has reviewed the
previous experience and evaluated the expertise of Auditor, and desires to retain
Auditor to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate the 30"' Day of April, 2011, unless terminated earlier as set forth herein.
2.
3.
4.
SERVICES TO BE PERFORMED
Auditor shall diligently perform all the services described in the Scope of Services
attached hereto as Exhibit A and incorporated herein by reference. The City may
elect to delete certain tasks of the Scope of Services at its sole discretion.
TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed by March 31, 2011. The failure by Auditor to
perform the services in a diligent and timely manner may result in termination of
this Agreement by City.
COMPENSATION TO AUDITOR
City shall pay Auditor for the services on a time and expense basis in accordance
with the provisions of this Section and the Schedule of Billing Rates attached
hereto as Exhibit B and incorporated herein by reference. Auditor's
compensation for all work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Fifty
Two Thousand One Hundred Eighty Dollars and no /100 ($52,180.00) without
prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.1 Auditor shall submit monthly invoices to City describing the work
performed the preceding month. Auditor's bills shall include the name of
the person who performed the work, a brief description of the services
performed and/or the specific task in the Scope of Services to which it
relates, the date the services were performed, the number of hours spent
on all work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Auditor no later than thirty (30)
days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Auditor only for those costs or expenses specifically
approved in this Agreement, or specifically approved in writing in advance
by City. Unless otherwise approved, such costs shall be limited and
include nothing more than the following costs incurred by Auditor.
A. The actual costs of subconsultants for performance of any of the
services that Auditor agrees to render pursuant to this Agreement,
which have been approved in advance .by City and awarded in
accordance with this Agreement.
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B. Approved reproduction charges.
C. Actual costs and /or other costs and/or payments specifically
authorized in advance in writing and incurred by Auditor in the
performance of this Agreement.
4.3 Auditor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4.4 Notwithstanding any other provision of this Agreement, when payments
made by City equal 90% of the maximum fee provided for in this
Agreement, no further payments shall be made until City has accepted the
final work under this Agreement.
5. PROJECT MANAGER
Auditor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times
during the Agreement term. Auditor has designated Matthew Lenton to be its
Project Manager. Auditor shall not remove or reassign the Project Manager
without the prior written consent of City. City's approval shall not be
unreasonably withheld.
Auditor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Auditor warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Administrative Services
Department. Dan Matusiewicz shall be the Project Administrator and shall have
the authority to act for City under this Agreement. The Project Administrator or
his/her authorized representative shall represent City in all matters pertaining to
the services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Auditor in the execution of its responsibilities under this Agreement,
City agrees to where applicable provide access to and upon request of Auditor,
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one copy of all existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Auditor's work schedule.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Auditor or under Auditor's
supervision. Auditor represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner commensurate
with community professional standards. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed
work, Auditor certifies that the work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Auditor represents and warrants to City that it has, shall obtain, and shall
keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Auditor to practice its
profession. Auditor shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Auditor shall not be responsible for delay, nor shall Auditor be responsible
for damages or be in default or deemed to be in default by reason of
strikes, lockouts, accidents, or acts of God, or the failure of City to furnish
timely information or to approve or disapprove Auditor's work promptly, or
delay or faulty performance by City, contractors, or governmental
agencies.
8. HOLD HARMLESS
To the fullest extent permitted by law, Auditor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims "),
which may arise from or in any manner relate (directly or indirectly) to any breach
of the terms and conditions of this Agreement, any work performed or services
provided under this Agreement including, without limitation, Auditor's presence or
activities conducted on the Project (including the negligent and /or willful acts,
errors and /or omissions of Auditor, its principals, officers, agents, employees,
vendors, suppliers, Auditors, subcontractors, anyone employed directly or
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indirectly by any of them or for whose acts they may be liable or any or all of
them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Auditor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Auditor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Auditor on an independent contractor basis and
Auditor is not an agent or employee of City. The manner and means of
conducting the work are under the control of Auditor, except to the extent they
are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Auditor or any of Auditor's employees or agents, to be the agents or
employees of City. Auditor shall have the responsibility for and control over the
means of performing the work, provided that Auditor is in compliance with the
terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Auditor as to the details of the performance onto exercise a
measure of control over Auditor shall mean only that Auditor shall follow the
desires of City with respect to the results of the services.
11. COOPERATION
Auditor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the
work to be performed. City agrees to cooperate with the Auditor on the Project.
12. CITY POLICY
Auditor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Auditor is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Auditor's Indemnification of City, and prior to commencement of
work, Auditor shall obtain, provide and maintain at its own expense during the
term of this Agreement, a policy or policies of liability insurance of the type and
amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Auditor shall provide certificates of insurance
with original endorsements to City as evidence of the insurance coverage
required herein. Insurance certificates must be approved by City's Risk
Manager prior to commencement of performance or issuance of any
permit. Current certification of insurance shall be kept on file with City at
all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coverage. Auditor shall maintain Workers'
Compensation Insurance and Employer's Liability Insurance for his
or her employees in accordance with the laws of the State of
California. In addition, Auditor shall require each subcontractor to
similarly maintain Workers' Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the
State of California for all of the subcontractor's employees. Any
notice of cancellation or non - renewal of all Workers' Compensation
policies must be received by City at least thirty (30) calendar days
(10 calendar days written notice of non - payment of premium) prior
to such change. The insurer shall agree to waive all rights of
subrogation against City, its officers, agents, employees and
volunteers for losses arising from work performed by Auditor for
City.
ii. General Liability Coverage. Auditor shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Auditor shall maintain automobile
insurance covering bodily injury and property damage for all
activities of the Auditor arising out of or in connection with work to
be performed under this Agreement, including coverage for any
owned, hired, non -owned or rented vehicles, in an amount not less
than one million dollars ($1,000,000) combined single limit for each
occurrence.
iv. Professional Errors and Omissions Insurance. Auditor shall
maintain professional errors and omissions insurance, which covers
the services to be performed in connection with this Agreement in
the minimum amount of five million dollars ($5,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Auditor.
This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Auditor's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
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f V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either party
except after thirty (30) calendar days (10 calendar days written
notice of non - payment of premium) written notice has been
received by City.
F. Time lv Notice of Claims. Auditor shall give City prompt and timely notice
of claim made or suit instituted arising out of or resulting from Auditor's
performance under this Agreement.
G. Additional Insurance. Auditor shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Auditor, or of the
interest of any general partner or joint venturer or syndicate member or cotenant
if Auditor is a partnership or joint - venture or syndicate or cotenancy, which shall
result in changing the control of Auditor. Control means fifty percent (50 %) or
more of the voting power, or twenty-five percent (25 %) or more of the assets of
the corporation, partnership or joint - venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Auditor.
Assignments of any or all rights, duties or obligations of the Auditor under this
Agreement will be permitted only with the express written consent of City.
Auditor shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, document and other writing produced (hereinafter
"Documents "), prepared or caused to be prepared by Auditor, its officers,
employees, agents and subcontractors, in the course of implementing this
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Agreement, shall become the exclusive property of City, and City shall have the
sole right to use such materials in its discretion without further compensation to
Auditor or any other parry. Auditor shall, at Auditor's expense, provide such
Documents to City upon prior written request.
Documents prepared by Auditor pursuant to this Agreement are not intended or
represented to be suitable for reuse by City or others on any other project. Any
use of completed Documents for other projects and any use of incomplete
Documents without specific written authorization from Auditor will be at City's
sole risk and without liability to Auditor. Further, any and all liability arising out of
changes made to Auditor's deliverables under this Agreement by City or persons
other than Auditor is waived against Auditor and City assumes full responsibility
for such changes unless City has given Auditor prior notice and has received
from Auditor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, notes and communications that result from the
services in this Agreement, shall be kept confidential unless City authorizes in
writing the release of information.
19. RECORDS
Auditor shall keep records and invoices in connection with the work to be
performed under this Agreement. Auditor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any
services, expenditures and disbursements charged to City, for a minimum period
of three (3) years, or for any longer period required by law, from the date of final
payment to Auditor under this Agreement. All such records and invoices shall be
clearly identifiable. Auditor shall allow a representative of City to examine, audit
and make transcripts or copies of such records and invoices during regular
business hours. Auditor shall allow inspection of all work, data, Documents,
proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment to Auditor under this Agreement.
20. WITHHOLDINGS
City may withhold payment to Auditor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed
to constitute a failure to pay according to the terms of this Agreement. Auditor
shall not discontinue work as a result of such withholding. Auditor shall have an
immediate right to appeal to the City Manager or his /her designee with respect to
such disputed sums. Auditor shall be entitled to receive interest on any withheld
sums at the rate of return that City earned on its investments during the time
period, from the date of withholding of any amounts found to have been
improperly withheld.
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21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Auditor which result in expense to City greater than what would
have resulted if there were not errors or omissions in the work accomplished by
Auditor, the additional expense shall be bome by Auditor. Nothing in this
paragraph is intended to limit City's rights under the law or any other sections of
this Agreement.
22. CITY'S RIGHT TO EMPLOY OTHER AUDITORS
City reserves the right to employ other Auditors in connection with the Project.
23. CONFLICTS OF INTEREST
The Auditor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the
work performed under this Agreement, and (2) prohibits such persons from
making, or participating in making, decisions that will foreseeably financially
affect such interest.
If subject to the Act, Auditor shall conform to all requirements of the Act. Failure
to do so constitutes a material breach and is grounds for immediate termination
of this Agreement by City. Auditor shall indemnify and hold harmless City for any
and all claims for damages resulting from Auditor's violation of this Section.
24. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from Auditor to
City shall be addressed to City at:
Attn: Dan Matusiewicz
Administrative Services Department
City of Newport Beach
PO Box 1768
3300 Newport Boulevard
Newport Beach, CA 92658
Phone: 949 -644 -3126
Fax: 949 -644 -3339
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All notices, demands, requests or approvals from CITY to Auditor shall be
addressed to Auditor at:
Attn: Ken AI -Imam
Mayer Hoffman McCann P.C.
Conrad Government Services Division
2301 Dupont Dr., Suite 200
Irvine, CA 92612
Phone: 949 - 474 -2020, ext. 273
Fax: 949 - 263 -5520
25. TERMINATION
In the event that either parry fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting parry fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, and thereafter diligently take steps to cure
the default, the non - defaulting party may terminate the Agreement forthwith by
giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Auditor. In the event of termination
under this Section, City shall pay Auditor for services satisfactorily performed and
costs incurred up to the effective date of termination for which Auditor has not
been previously paid. On the effective date of termination, Auditor shall deliver to
City all reports, Documents and other information developed or accumulated in
the performance of this Agreement, whether in draft or final form.
26. COMPLIANCE WITH ALL LAWS
Auditor shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state,
county or municipal, whether now in force or hereinafter enacted. In addition, all
work prepared by Auditor shall conform to applicable City, county, state and
federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
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27.
28.
29.
30.
31.
WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Auditor and City and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
33. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
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34. EQUAL OPPORTUNITY EMPLOYMENT
Auditor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By: VVLJWW
Leonia Mulvihill,
Assistant City Attorney OW
ATTEST:
By:
Leilani Brown,
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
Keith Curry, Mayor
for the City of Newport Beach
AUDITOR:
By:
(Corporate Officer)
Title:
Print Name:
(Corporate Financial Officer)
Title:
Print Name:
Attachments: Exhibit A — Scope of Services
Exhibit B — Extra Work Billing Rates
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_..._II_. M. :.
Our understanding of the objectives and scope of the work to be performed is based upon your
request for proposal. We will finalize all reports by the I" week in December each year.
Based upon the foregoing we understand the objectives and scope of work to be as follows:
1. We will perform an audit examination of the financial statements of the City of Newport
Beach for the fiscal years ending June 30, 2009 through 2014. The City will prepare the
financial section of the report. The City will prepare management discussion and analysis
and the introductory section and the statistical section of the report. We will provide
guidance so that the CAFR is prepared in conformity with the 2005 edition of the
GAAFR and all applicable GASB pronouncements. We will provide a review of the
financial statements each year in time for the City to be able to finalize the report by
December 1St of each year.
2. We will perform a "Single Audit" of the City of Newport Beach and ILJAOC in
accordance with the Single Audit Act Amendments of 1996 (public Law 104 -156) and
OMB Circular A -133 entitled Audits of States, Local Governments, and Non - Profits
Organizations. The City will provide to the Auditors the Schedule of Federal Financial
Assistance encompassing all direct and pass - through federal funds received by the City
and ILJAOC.
3. We will audit the financial statements of the MJAOC for the fiscal years ending June 30,
2009 through 2010. The auditors will prepare and reproduce the financial statements
based on ILJAOC assertions and estimates.
4. We will perform agreed -upon procedures to test and report on the City's Gann Limit for
the years ended June 30, 2009 through 2010
5. We will make an immediate, written report of all irregularities and illegal acts or
indications of illegal acts of which we become aware to the City Manager, City Attorney,
and the Administrative Service Director.
6. We will provide to those charged with governance the communications required by
Statement on Auditing Standards (SAS) No. 114, which conforms to the communication
requirements identified to be made to those persons as set forth in the City's request for
proposal.
7. We will prepare a letter to the City Council reporting matters dealing with internal control
that meet the threshold of being a significant deficiency or material weakness, as defined
by SAS No. 112.
8. We will also prepare a letter to City management that will provide other
recommendations to the City ensuing from our review of the City's internal control
procedures. This letter will address nonreportable conditions (those constructive
comments not required to be included in the letter of significant deficiencies to City
Council.
13
EXHIBIT A, (Continued)
9. We desire to keep our local government clients abreast of new developments affecting
local government finance. We will also advise City staff of new accounting developments
during the interim/planning stage of each year's audit. We plan on providing additional
client training to our clients in our May 2009 client training conference with respect to
new GASB pronouncements.
10. We will assist the City in researching questions regarding tax matters involved in the
ordinary course of municipal operations and administration. As the eighth largest tax and
attest firm in the nation, MHM has extensive expertise in advising on such matters. Our
local office has access to both the reference materials and personnel that the firm has
identified to fulfill this need for our clients.
11. Finally, we perceive the scope of our work as being advisors to the City of Newport
Beach regarding generally accepted accounting principles. Throughout the year, finance
personnel of the City, will have access to Mr. AI- Iruam, Engagement Shareholder, Mr.
Lepton, Engagement Manager, and Ms. Livingston, Field Audit Manager to seek advice
in the application of generally accepted accounting principles, the establishment and
segregation of funds, advice regarding debt issuance, and other matters relating to the
City.
Mayer Hoffinan McCann P.C. and all key personnel are licensed and in good standing with the
California State Board of Accountancy to practice as independent certified public accountants.
Additionally, Mayer Hoffinan McCann P.C. is independent with respect to the City of Newport
Beach within the Government Auditing Standards. Mayer Hoffinan McCann P.C. is an Equal
Opportunity Employer.
Mayer Hoffinan McCann P.C. adheres to the strict quality control measures and high
professional standards of the Public Company Accounting Oversight Board (PCAOB), the
American Institute of Certified Public Accountants (AICPA) and California State Board of
Accountancy. MHM is a member of the AICPA's Center for Public Company Audit Firms,
Employee Benefit Plan Audit Quality Center, Governmental Audit Quality Center and the
AICPA's Private Company Practice Section (PCPS).
Our iessional liability insurance {with pocy liof $5 milion per claim and $illion in
he egate) is provided by CAMICO which provides professional liabity insurance for most f audit firms in California. Under the conditions of the current market CAMICO's insue is currently rated A -. In addition to CAMICO's assets, our clients are protected by
excess insuran ce that CAMICO has purchased from other carri ers.
14
EXLFIBIT B
CTTYOFNEWPORTBEACH, CALIFORNIA
Annual Fee Amount
Service 2009 -10
City of Newport Beach
Financial Audit
$34,180
City of Newport Beach
Standard
Single Audit
5,000
1LJA0C Financial
Hourly
Audit
10,000
H.JAOC Single Audit
3.000
Grand Total
Rates
(not -to- exceed)
180
These proposed fees are inclusive of any and all out -of- pocket expenses we will incur.
The maximum fees contemplate that the books will be closed and ready for audit, that
substantially all adjusting entries will be made by City staff prior to the start of final
fieldwork and that City staff will provide supporting schedules and reconciliations for all
significant asset and liability balances.
If additional time is needed for us to assist the City in the resolution or investigation of
accounting errors, discrepancies, or reconciliation issues, assistance in the preparation of
year end schedules, or to reflect in our workpapers entries made after the start of the
audit, we will perform such additional work at our standard hourly rates indicated below.
Our fixed fee pricing contemplates up to two major programs for the single audit. A price
adjustment of $2,500 will be made for each additional major program.
Schedule of Discounted Hourly Rates
Standard
Quoted
Labor
Hourly
Hourly
Class
Rates
Discount
Rates
Shareholder -in- Charge
$400
225
175
Technical Reviewer
400
225
175
Engagement Manager
280
155
125
Field Audit Manager
280
155
125
Senior Auditor
180
80
100
Staff Auditors
130
40
90