CONTRACT 3866 Professional Services Agreement CLOSEDa
Wff1 "-*&Vj ' .1973mlm
BETWEEN
THE CITY OF EL SEGUNDO AND
MAYEIZ, HOFFMAN, MCCANN, PC
This AGREEMENT is entered into this lst day • November, 2008 by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and MAYER
H•FFMAN MCCANN PC, a Missouri corporation ("CONSULTANT").
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
incorporated by reference. I
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities to perform
and complete the work and provide the professional services required of
CONSULTANT by this Agreement.
I IQ I I I [WA Wo M lei I I
38 66
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "B")
the tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that work during the preceding
billing month and a cumulative cash flow curve showing projected and actual expenditures
versus time
• date.
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
411 1 � I 11-,
A. CITY's city manager ("Manager") may determine, at the Manager's sole
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 to CONSULTANT to perform such
Additional Work.
I. If CONSULTANT believes Additional Work is needed to complete the Scope •
Work, CONSULTANT will provide the Manager with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
Payments over $25,000 for Additional Work must be approved by CITY's city
council. All Additional Work will be subject to all other terms and provisions
this Agreement. I
executing this Agreement, CONSULTANT agrees that it ha3
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
services involve work upon any site, CONSULTANT aggrees th
CONSULTANT has
• will investigate the site and is or will be fully acquaint
with the conditions there existing, before commencing the services hereund
Shoul CONSULTANT discover any latent • unknown conditions that m.]
d
materially affect the performance • the services, CONSULTANT w"
N
38 6 6
immediately inform CITY of such fact and will not proceed except
CONSULTANT's own risk until written instructions are received from CITY. i
8. TERM. The initial term of this Agreement begins on November Ist, 2008 and ends
November 1, 2011. The Manager is authorized to execute subsequent extensions of this
Agreement, Manager's sole discretion, for an additional two (2) years not to exceed $25,000 for
each subsequent year the Agreement is extended. Unless otherwise determined by written
amendment between the parties, this Agreement will terminate in the following instances:
I
I - 4 1 - a #
A. CONSULTANT will not perform any work under this Agreement until-
CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
F11P.I. Should CONSULTANT begin work • any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: Scope • Work; and
B. Exhibit B: Cost & Fee Schedule.
C. The Request for Proposals, dated August, 2008 ("RFP"), may be used to interpret
any provision • Exhibit A to the extent there are any ambiguities and, for that
limited purpose, the RFP is incorporated by this reference.
12. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
-3--
38 66
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
rnay be required in connection with the performance • its' services under this Agreement.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
V1. CONSULTANT may terminate this Agreement at any time with CITY's mutum
consent. Notice will be in writing at least ninety (90) days before the effective
termination date.
E. Should the Agreement be terminated pursuant to this Section, CITY may procui.
on 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 Sectio-c.
13
38 6 6
CONSULTANT agrees to the following:
B. For purposes of this section "CITY" includes CITY's officers, official
employees, agents, representatives, and certified volunteers. I
C. It is expressly understood and agreed that the foregoing provisions will survi M
termination • this Agreement. I
M
20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
MME I=
B. Commercial general liability insurance will meet or exceed the requirements of
W
38 6
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
11 0106 • T • l I (Any Auto).
CONSULTANT E. • 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 - 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 CONSULTANT under Agreement or - - pursuant to Section 16.
4 OF ! •• prior
approval to use any consultants while performing any portion of this Agreemeni. Such approval
must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide t
status on the project, which will include a schedule update and a short narrative description
progress during the past month for each major task, a description of the work remaining and
description of the work to be done before the next schedule update. 11
26. 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:
7-
2301 Dugont Dnve- Suite 200
Irvine, CA92612
Attention: Marcus D. Davis
3 8 6 6
NMEMN=11
El Segundo, CA
Attention: ; Deborah Cullen; Rolf
SOulei6er
I.YM—Wornw- - - - -- j.71Ur!,MZ=T to nave Men receivea 6y
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement. cl)
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordanoi
with the laws of the State of California, and exclusive venue for any action involving this
2-greement will be in Los Angeles County.
3 1. COMPLIANCE WITH LAW. CONSULTANT agrees 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 or other agreements
expressed or implied, oral or written. There are two (2) Exhibits to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole,
and in accordance with its fi,-ir�uea-ti-r - * . 4 1 .
N
-3866
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
Jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY[MODIFICATION. The Parties represent and warrant that all necessary
,2ction has been taken by the Parties to authorize the undersigned to execute this Agreement and to
zngage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flool
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
W
38 66 - $ 0
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
Cindy Mort n,
City Clerk
U=
-10-
Marcus D. Davis
Shareholder
CilTy OF EL SEGUNDO, RFP for Professional Auditing Services #08 -16
B. Term of Engagement
It is the intent of the City to contract for the services presented herein for a term of three (3)
years. The City of El Segundo reserves the right to extend the term of this contract for two
(2) additional one -year terms subject to the satisfactory negotiation of terms, including a price
acceptable to both the City and the selected firm.
The proposal package shall present all inclusive audit fees for each year of the contract term.
II. Nature of Services Required
A. General
The City of El Segundo is soliciting the services of qualified firms of certified public
accountants to audit its financial staterents for the three fiscal years ending September 30,
2004, and 2010. with the option of auditing its financial statements for each of the two
(2) subsequent fiscal years`. 'These audits are to be performed in accordance with the
provisions contained in this request for proposals.
B. Scope of Work to be Performed
The City of El Segundo desires the auditors to express an opinion on the fair presentation of
the City's general propose financial statements in conformity with generally accepted
accounting principles.
The City of El Segundo also desires the auditors to express an opinion on the fair presentation
of the City's combining and individual fund and individual account group financial statements
and supplemental schedules in conformity with generally accepted accounting principles. The
auditors are not required to audit the supporting schedules contained in the comprehensive
annual financial report. However, the auditors must provide an "in- relation -to" report on the
supporting schedules based on the auditing procedures applied during the audit of the general
purpose financial statements and schedules. The auditors are not required to audit the
statistical section of the report.
The auditor is also required to audit the schedule of expenditures of federal financial
assistance. This information should be subject to the auditing procedures applied in the audit
of the basic financial statements and in accordance with Governmental Auditing Standards,
the federal Single Audit Act and (OMB) Circular A -133. The auditor is to provide an opinion
of the fair presentation of this schedule in relation to the basic financial statements taken as a
whole.
C. Auditing Standards to be Followed
To meet the requirements of this request for proposals, the audit shall be performed in
accordance with generally accepted auditing standards as set forth by the American institute of
Certified Public Accountants; the standards for financial audits set forth in the U.S. General
Accounting Office's QovLrmot ids• the provisions of the federal Single
Audit Act of 1984 as amended; and the provisions of the U.S. Office of Management and
Budget (OMB) Circular A -133, Audits of States al GovernmgnM and Ilion- Profit
Qrgar:L
Zadons.
38 6,
CITY OF EL SEGUNDO, RFP for Professional Auditing Services #08-16
D. Reports to be Issued
Following the completion of the audit of the fiscal year's financial statements, the audit firm
shalt issue the following reports:
1. The City's Comprehensive Annual Financial Report (CAFR) prepared in full compliance
with GASB 34. The audit firm will render their auditor's report on the basic financial
statements which will include the Government -Wide Financial Statements and the Fund
Financial Statements.
2. A separate Single Audit Report on grant activities, internal controls over financial
repotting and compliance performed in accordance with the U.S. Office of Management
and Budget (OMB) Circular A -133, Audits of States. Luca! Qovernnunts. and Non - Pruitt
Orggnizatrons. The report will include the appropriate schedule of expenditures of federal
awards, footnotes, findings and questioned costs, including reportable conditions and
material weaknesses, and follow up on prior audit Findings where required.
3. A separate management letter (SAS 112) that include disclosures of material and non-
material weaknesses in internal controls, disclosures of violations of finance- related legal
and contractual provisions, and auditors recommendations for financial and program
management improvements. City staff comments addressing any issues disclosed, such as
a material weakness, will be incorporated in the report.
4. A separate management letter (SAS 114) that includes an overview on the scope of the
audit and the firms' responsibility under U.S. GARS; any misstatements, audit
adjustments or significant audit findings; and any difficulties encountered during the audit
including disagreements with management.
5. A separate report on the City's calculation of the Gann Limit.
6. The Annual State Controller's Report for the City of El Segundo.
E. Special Considerations
L The City of El Segundo will continue to send its CAFR to the Government Finance
Officers Association of the United States and Canada for review in its Certificate of
Achievement for Excellence in Financial Reporting program, and to the California Society
of Municipal Finance Officers for review in its Award for Outstanding Financial Reporting
program. The auditors will be required to provide special assistance to the City of El
Segundo to meet the requirements of those prograrns.
2. The City of El Segundo desires an additional 50 hours of executive time for research and
assistance concerning accounting and other technical matters each year. These hours are
above and beyond the professional time associated with the audit.
F. Working Papers Retention and Access to Working Papers
All working papers and reports must be retained, at the auditors' expense, for a minimum of
five (5) years, unless the firm is notified in writing by the City of El Segundo of the need to
extend the retention period. The auditors will be required to make available all original
R r.
CITY OF EL SEGUNDO, RFP for Professional Auditing Services #48-16
working papers for examination, upon request, to the City of El Segundo or any federal and
state agencies designated by the City.
In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow
successor auditors to review working papers relating to matters of continuing accounting
significance.
G. Irregularities and Illegal Acts
Auditors shall be required to make an immediate, written report of all irregularities and illegal
acts or indications of illegal acts of which they become aware to the following parties:
Director of Finance; City Manager; and the City Attorney.
IIL Description of the Govemment
A. Name and Telephone Number of Contact Person/Organizational Chart
The auditors' principal contact with the City of El Segundo will be the Director of Finance,
Deborah Cullen, or a designated representative. who will coordinate the assistance to be
provided by the City of El Segundo to the auditors. The City El Segundo Finance Departa nt
is located at 350 Main Street, El Segundo, California. Ms. Cullen can be reached at (310) 524-
2315.
B. Background Information
' g
The City of El Segundo is located 14 miles southwest of Downtown Los Angeles, adjacent to
the Los Angeles International Airport. The City was incorporated January 18, 1917, as a
general law city, with the Standard Oil Company of California refinery as the major industrial
taxpayer and employer. The substantial petroleum base of the local economy remains
evident, although the defense industry emerged as a major segment during World War 11.
Aerospace experienced rapid growth during the early 1980's and accounted for a significant
share of El Segundo's industrial growth during those years. The available
commercial/industrial space is now attracting new business- to-business retail and services
segments and is providing new opportunities to diversify and enhance the revenue sources of
the city.
With a daytime population estimated at 70,000 persons, El Segundo is an employment center
of regional and statewide significance. Many geographic and regional aspects contribute to
the City's appeal to the business community. The City borders the Century Freeway (105) on
the north and the San Diego Freeway (405) on the east, both of which provide linkages to the
other major freeways traveling north, south and east. Additionally, the city is adjacent to the
Los Angeles International Airport and is within 15 miles of the Port of Los Angeles.
The City operates many community facilities including one Police Station, one Public Safety
Communications Center, and two Fire Stations. In addition, the City provides the following
facilities: one main library; the Joslyn Senior Center; the Teen Center, the Lakes at El
Segundo golf course; and fourteen parks, including Recreation Park, the largest in the City,
which houses the George E. Gordon Clubhouse, Teen Center, and Joslyn Center where the
majority of recreation classes and activities are held.
Proposal to Provide
� r ► i
COST OF SERVICES
Module of Professional Fees and Excienses — September 30, 2008
Total all - inclusive maximum price – September 30, 2008 $
Schedule of Professional Fees and Expenses — September 30, 2008
Standard
Quoted
Hours
Hourly Rates
Hourly Rates
Total
Shareholders
40
$250
$165
$ 6,600
Managers
80
175
125
10,000
Senior Associates
200
125
95
19,000
Associates
120
100
80
9,600
Subtotal
440
45,200
Total for services described in Section RE of the RFP
in Section HE of the RFP
5,100
Out -of- pocket expenses:
Mileage
ann
Total all - inclusive maximum price – September 30, 2008 $
Schedule of Professional Fees and Expenses — September 30, 2008
Out -of- pocket expenses:
Mileage 900
Total all - inclusive maximum price – September 30, 2009
Mayor Hoffman McCan—n
1
Standard
Quoted
Hours
Hourly Rates
Hourly Rates
Total
Shareholders
40
$258
$165
$ 6,600
Managers
80
180
125
10,000
Senior Associates
200
129
95
19,000
Associates
120
103
80
9.600
Subtotal
=4N
45,200
Total for services described
in Section HE of the RFP
5,100
Out -of- pocket expenses:
Mileage 900
Total all - inclusive maximum price – September 30, 2009
Mayor Hoffman McCan—n
1
�Iyr • •
RFP •1
Proposal • d_
COST OF SERVICES
Schedule of Professional Fees and Expenses — September 30. 2010
Standard
Quoted
Standard
Hours Hourly Rates
Hourly Rates
Total
Shareholders 40 $266
$170
$ 6,800
Managers 80 183
129
10,320
Senior Associates 200 133
98
19,600
Associates 120 106
82
9.840
Subtotal 440
20,200
46,560
Total for services described in Section IIE of the RFP
109
5,250
Out -of- pocket expenses:
Subtotal
AN
Mileage
30
Total all-inclusive maximum price — September 30, 2010
$
Schedule pf Professional Pees and Exp.2nmm — Seatember 30.2011
Total all-inclusive maximum price — September 30, 2011 $
c a
Standard
Quoted
Shareholders
Hours
Hourly Rates
Hourly Rates
Total
Managers
40
80
$274
191
$175
133
$ 7,000
10,640
Senior Associates
200
137
101
20,200
Associates
120
109
84
10.080
Subtotal
AN
47,920
Total for services described in Section IIE of the RFP
5,400
Out -of- pocket expenses:
Mileage
_ 930
Total all-inclusive maximum price — September 30, 2011 $
c a
am-
Proposal to Provide
COST OF SERVICES
Schedule of Professional Fees and Expenses — September 30, 2012
Subtotal
rVER
Total for services described in Section IIE of the RFP
Out -of- pocket expenses:
Mileage
Total all - inclusive maximum price — September 30, 2012
Rates for Additional Services
6
Total
$ 7,200
10,960
20,800
10,440
49,400
5,550
Should the City require additional services that are beyond the scope of the RFP or this
proposal, MHM will provide the additional services only after the written concurrence of the City.
The rates quoted for any additional services approved by the City will be at the quoted hourly
rates in the previous schedules, by year.
Mayor Hoffman McCann P.C. 33
Standard
Quoted
Hours
Hourly Rates
Hourly Rates
Shareholders
40
$282
$180
Managers
80
197
137
Senior Associates
200
141
104
Associates
12Q
112
87
Subtotal
rVER
Total for services described in Section IIE of the RFP
Out -of- pocket expenses:
Mileage
Total all - inclusive maximum price — September 30, 2012
Rates for Additional Services
6
Total
$ 7,200
10,960
20,800
10,440
49,400
5,550
Should the City require additional services that are beyond the scope of the RFP or this
proposal, MHM will provide the additional services only after the written concurrence of the City.
The rates quoted for any additional services approved by the City will be at the quoted hourly
rates in the previous schedules, by year.
Mayor Hoffman McCann P.C. 33