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CONTRACT 4838 CLOSEDAgreement No. 4838 PROFESSIONAL SERVICES AGREETAE11T BETWEEN THE CITY OF EL SEGUNDO AND VAVRINEK, TRINE, DAY & CO., LLP This AGREEMENT is entered into this 16 1h day ♦ April, 2015, by and between t CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and VAVRINEK, TRINE, DAY & CO., LLP, a LIMILTED LIABILITY PATNERSHIP ("CONSULTANT"). A. As partial consideration, CON SULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; additional consideration, CONSULTANT and CITY agree to abide by the terrns and conditions contained in this Agreement; 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. Agreement No. 4838 5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of beyond the current fiscal Agreement wi I I cover only those costs incurred up to the conclusion of the current fiscal year. A. CITY's city manager _ Manager's • discretion, that. CONSULTANT must perform additional work ("Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization 1 CONSULTANT to perform specific Additional Work. B, If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a description of the proposed Additional Work, Additional Work, and a detailed proposal regarding cost. C, Payments over $.11,500.00 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement, • 1 •' t, �� • c UM Carefully investigated and considered the scope of services to be performed: Understands and restrictions attending performance of the services un involve B. If services • rk upon any site, CONSULTANT that CONSULTANT or • is or acquainted N Agreement No. 4838 with the conditions before commencing Should CONSULTANT discover / wn conditio materially affect the performance services, # immediately inform CITY of such fact and will not proceed except at own risk until written w from CITY. 8. TERM. The term of be following Unless otherwise determined by written amendment bletween the parties, this Agreement will terminate in the f 1 1 ♦ f r f ! w f i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and B. Should CONSULTANT begin work on any phase in advance of + written authorization proceed, any such professional services are own risk. 1, 's,,lient LaMs f ., f . _ f + MM any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the ord in which the Exhibits f'S' below: A, Exhibit A: Agreed -Upon Procedures (AUP) Engagement Letter and Scope of Work. order 12. CHANCES. CITY may changes in the services within the general scope of Agreement, consisting of additions, deletions, contract time will be f accordingly. All such changes be authorized in writing, M Agreement No. 4838 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective terminatio- 1 11 . . E. Should the Agreement be terminated pursuant to this Section, CITY may procur(.� • its own terms services similar to those terminated. F, By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 0 Agreement No. 4838 B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. M Agreement No. 4838 C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional service CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY written approval are prohibited and will be null and void. I 23. INSURANCE, A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTAN'r will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: I Y'llp'01, Insuranecl: Limits in Agreement No. 4838 Workers compensation Statutory requirement D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0 1 06 92, including symbol I (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from tirne to time, Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:Vll." F Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CON SULTANT under this Agreement or terminate pursuant to Section 16, 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. N Agreement No. 4838 0-'6. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: Vavrinek, Trine, Day & Co., UP 8270 Aspen Street Rancho Cucamonga, CA 91730 Attention: Phil XYVAc---- momm City of El Segundo 350 Main Street El Segundo, CA 90245 Any such written communications by mail will be conclusively deemed to have been received the addressee upon deposit thereof in the United States Mail, postage prepaid and proper addressed as noted above. In all other instances, notices will be deemed given at the time Yetual delivery. Changes may be made in the names or addresses of persons to whom notices a] to be given by giving notice in the manner prescribed in this paragraph. 1 rm"wW, I I u a vA.41 I ra I I loll L-2 I It" I Ito I I I • e .1 411 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANTand CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordan with the laws of the State of California, and exclusive venue for any action involving thl agreement will be in Los Angeles County. 3 1. COMPLIANCE WITH LAW. CONS ULTANTagrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms of other agreements expressed or implied, oral or written. There are one (1) Attachment to this Agreement. This Ap.,reement will bind and inure to the benefit of the 32arties to this Agwezwp"m,,�Un�i-�iruint successors and assigns. In Agreement No. 4838 0 Agreement No. 4838 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY ( V DC ea w.... .... .. .... t "i��ra��c:;, A' TEST., City Clerk APPROVED AS TO FORM: MARK D I I 1 "° "N s 1 l "Y City Attorney a By: �. David H. K i g(_ Assistant City Attorney Insurance reviewed by: -10- VAVRINEK, TRINE, DAY & CO., LLP m Phil White, Partner Taxpayer ID No. 95- 264 -8289 UT,r,4..1 Vavrinek, Trine, Day & Co., LLP Certified Public Accountants April 15, 2015 City Council City of El Segundo, California Agreement No. 4838 We are pleased to confirm our understanding of the nature and limitations of the services we are to provide for the City of El Segundo (the City). We will apply the agreed -upon procedures which the City Council and management of the City has specified, listed in the attached schedule, to the City's payroll records. This engagement is solely to assist the City in determining that payroll paid agrees, for the sample noted, to the underlying supporting documentation. Our engagement to apply agreed -upon procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described in the attached schedule either for the purpose for which this report has been requested or for any other purpose. If, for any reason, we are unable to complete the procedures, we will describe any restrictions on the performance of the procedures in our report, or will not issue a report as a result of this engagement. Because the agreed -upon procedures listed in the attached schedule do not constitute an examination, we will not express an opinion on the balance, amounts, or on compliance with applicable policies, regulations, requirements or statues. In addition, we have no obligation to perform any procedures beyond those listed in the attached schedule. We will submit a report listing the procedures performed and our findings. This report is intended solely for the use of the City Council and management of City, and should not be used by anyone other than these specified parties. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. The City is responsible for compliance with all policies, regulations, requirements, and statues and is responsible for selecting the criteria for testing and for determining that such criteria are appropriate for your purposes. Phillip White is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. We plan to begin our procedures in April 2015 and, unless unforeseeable problems are encountered, the engagement should be completed in May 2015. At the conclusion of our engagement, we will require a representation letter from management that, among other things, will confirm management's responsibility for the compliance with all applicable policies and statues in accordance with those standards. We estimate that our fees for these services will be $11,500. The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. These fees are also based upon the assumption that the City will have all of the detail ready for each sample selected for the specified procedures noted in the Scope of Work for the team upon arrival (a prepared by client listing (PBC) will be provided). 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. 8270 Aspen Street Rancho Cucamonga, CA 91730 Tel: 909466.4410 Fax: 909.466.4431 www.vtdcpa.com FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • RIVERSIDE • SACRAMENTO Agreement No. 4838 City Council City of El Segundo, California 2014 Payroll AUP April 15, 2015 Page 2 of 4 We appreciate the opportunity to assist you 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. If the need for additional procedures arises, our agreement with you will need to be revised. It is customary for us to enumerate these revisions in an addendum to this letter. If additional specified parties of the report are added, we will require that they acknowledge in writing their responsibility for the sufficiency of procedures. Very truly yours, i* W�L Phillip White, Partner Vavrinek, Trine, Day & Co., LLP PMW:gbl 150279 Attachment RESPONSE: This letter correctly sets forth the understanding of the City of El Segundo. LI-A Title: Date: Agreement No. 4838 City Council City of El Segundo, California 2014 Payroll AUP April 15, 2015 Page 3 of 4 Scone of Work Perform an agreed upon procedures engagement (AUP) to assist the City in determining that the payroll paid, for the sample noted, to the underlying supporting documentation. The work will be performed as noted below: Pei -fot -m the following procedures: Review current Salary and Class Listing, Memorandum of Understanding (MOUs) for the City's 6 labor groups and the Agreement with the City's Management Confidential and Executive Groups covering all City employees for the period December 2014 and January 2015 and trace payroll paid to supporting documentation. Test a sample of employees in each bargaining unit. The total sample of 46 employees (18.4% of all City employees). For the selected sample trace the following to current published class and salary listing, MOU /Agreements and change order as presented from Human Resources: PSSEA (Total number of members= 10) 0 1 Police Service Officer I or II 0 1 Police Assistant i, 20.0% Tested CEA (Total number of members= 63) a 1 Crime Scene Investigator 0 1 Park Maintenance Worker • 1 Public Works Inspector I or II • 4 additional positions selected randomly a 11.1 % Tested POA (Total number of members= 53) • 4 Officers 0 2 Motor Officer 2 Detective 4 Sergeants 0 22.6% Tested FFA (Total number of members= 40) 3 Firefighters 0 2 Paramedics 3 Engineers 3 Captains • 27.5% Tested Agreement No. 4838 City Council City of El Segundo, California 2014 Payroll AUP April 15, 2015 Page 4 of 4 SPEA (Total number of members= 35) 0 1 Crime Prevention Analyst 0 1 Fire Marshal • 1 Principal Environmental Specialist 0 1 Recreation Supervisor 0 11.4% Tested PMA (Total number of members= 8) • 2 Lieutenants • 2 Captains • 50.0% Tested Management Confidential (Total number of members= 32) 2 Managers 1 Mid -level Manager 0 1 Analyst level 12.5% Tested Executives (Total number of members= 8) 2 Department Heads * 25.0% Tested Testing Procedgres; A. Verify pay rate, Special Compensation and overtime in the City's payroll system to MOU or Agreement and Class and Salary Listing B. Tie to a properly approved Change Order C. Verify and recalculate any cash outs, over accrual payments and stipends during test period per MOU or Agreement D. Agree to payroll register and verify compliance with Fair Labor Standards Act E. Review the City's calculation of PERS (employee and employer)