Attachment 1
NOTIFICATION OF EXTENSION OF
PROFESSIONAL SERVICES AGREEMENT FOR
INDEPENDENT FINANCIAL AUDIT SERVICES
NOTICE: Shannon Ay ala, CPA, Partner
Davis Farr, LLP
2301 Dupont Drive
Irvine, CA 92612
The City of Coronado, a public body, corporate and politic (hereinafter "CITY"), a party to that certain professional services agreement (hereinafter "Agreement"), executed on or about April 3, 2018, by and between CITY and Davis Farr, LLP (hereinafter "AUD[TOR"), DOES HEREBY EXTEND the Agreement until March 31,2028.
The term of the Agreement, by this extension, shall be in effect until March 31, 2028, provided however, that AUDITOR'S work shall continue beyond March 31,2028, if necessary to complete the work described in the attached Original Contract (Attachment B), for the year ending June 30, 2027.
This extension binds and benefits both Parties and any successors or assigns. This document including the attached Original Agreement (Attachment B) and First Extension Agreement (Attachment C), is the entire Agreement between the Parties.
The fee schedule for this contract extension is attached in Attachment A. All other terms and conditions of the Original Contract remain unchanged.
The contract may not be extended for additional terms pursuant to City of Coronado Administrative Procedure #325, Section II.
Dated: 2024
THE CITY OF CORONADO:
Tina Friend, City Manager
Approved as to Form:
Johanna Canlas, City Attorney Date
Attachment 1
Attest:
Kelsea Holidn, MMC, City Clerk Date
Dated: _,2024
CONTRACTOR:
Davis Farr, LLP hereby accepts the extension of the Agreement for four (4) years unless earlier terminated by one or both of the parties thereto.
Dated: 2024
Shannon Ay ala, CPA
Partner
Attachment A: Fee Schedule FY 2024-2027
Attachment B: Original Agreement
Attachment C: First Extension Agreement
Attachment 1
CIW OF CORONADO
Fee Schedule
SERVICE
2023-2024 2024-2025 2025-2026 2026-2027 Total
1. Audit of the basic financial statements of the City of Coronado*
2. Audit of the Successor Agency of the City of Coronado
3. GANN Limit
4. Agreed Upon Procedures Transient Occupancy Tax - 6 hotels
5. Agreed Upon Procedures Concessionaire - 4 Concessionairs
5. State controller report
7. A Single Audit in accordance with 2 CFR 2OO, if necessary**
TOTAL NOT TO EXCEED
s 45,575.00
8,350.00
575.00
15,750.00
10,500.00
4,725.00
2,995.00
t_qs,s?ogg
s 47,g5o.oo
8,750.00
600.00
15,525.00
11,025.00
4,960.00
3,125.00
S gz,gas.oo
S so,aso.oo
9,175.00
530.00
17,350.00
11,575.00
5,200.00
3,275.00
S gz,sss.oo
S 52,850.00
9,635.00
660.00
L8,225.O0
12,150.00
5,450.00
3,440.00
S toz,+zo.oo
S t9s,835.00
35,910.00
2,465.00
82,850.00
60,250.00
20,345.00
12,835.00
S+tt,+go.oo
+Preparation of ACFR will be billed at the firms average hourly rate of $150 per hour. +*Thesingleauditfeeisforonemajorprogram. lntheeventtheCityisrequiredtohavemorethanonemajorprogramtestedas + DavisFarr
CERTIFIED PUBLIC ACCOUNTANTS
Attachment B
Attachment I
Davis Farr LLP
2301 Dupont Drirr' I Strite 200 | lrt irrt'. C.\ 92(rll \,lcrirr: 9J9.-17..1)(o2O | [ crx: 9Jq.2[r3 5)20
April 3, 2018
City of Coronado
Emad Gewaily
1825 Strand Way
Coronado, CA 92118
Dear Emad,
Attached please find the signed copy of the Agreement for Professional Audit Services. As requested, I have kept one for our files.
We look forward to working with you and your team this summer.
Sincerely,
ftfr'*
Jennifer Farr, CPA
Partner
Attachment 1
AGRBEMENT FOR PROFB$STONAL SERVICES.
qA,vIE -F'ABB.,LLB
This AGREEMENT is made and entered into as of the date of execution by the City of Coronado, a municipal corporation, hereinafter referred to as "CITY'' and Davis Fan, LLP, hereinafter referred to as "AUDITOR." CITY and AUDITOR are collectively referred to herein as the "PARTIES."
RECITALS
l. The CITY requires the services of an independent auditor to provide professional auditing and agreed upon procedures services. The work to be performed by AUDITOR shall be referred to herein as the "DESCRIBED SERVICES."
2. On January 17,2018, the CITY issued a Request for Proposal ("RFP") for Certified Public Accountant Services, which is attached hereto as Attachment C and incorporated herein by this reference. AUDITOR responded to the RFP on or about February 5, 2018 (the "Proposal"), which is attached hereto as Attachment D and incorporated herein. Based on the Proposal, City staffrecommended an award of contact to the AUDITOR for the services provided therein.
3. AUDITOR represents itself as being a professional certified public accounting firm, possessing the necessary experience, skills and qualifications to provide the services required by the CITY. AUDITOR wamants and represents that it has the necessary staff to deliver the services within the time frame herein specified.
4. On March 20,2078, the City Council for the City authorized the City Manager to execute this Agreement.
5. The CITY's Director of Adminisffative Services, Jim Krueger shall serve as the "Contract Officer for this AGREEMENT and has the authority to direct the AUDITOR, approve actions, request changes and approve additional services. Any obligation of the CITY shall be the responsibility of the Contract Officer.
NOW, THEREFORE, in consideration ofthese recitals and the mutual covenants contained herein, CITY and AUDITOR agree as follows:
1 Attachment I
1.0 TERM OF THE AGREEMENT
1.1 This AGREEMENT shall be effective beginning the day, month and year of the execution of this document by the CITY. The AGREEMENT shall be in effect for a term of five years or until March 20,2023, provided, however, that AUDITOR's work shall continue beyond March 20,2023, if necessary to complete the work described in ATTACHMENT A for the year ending June 30, 2022. The CITY shall have the option to extend the AGREEMENT for one five-year term. No adjustment to the fee schedule described in ATTACHMENT B is allowed during the term of the AGREEMENT.
1.2 The AUDITOR shall corlmence the performance of services immediately after the fee and schedule are agreed upon and a written Notice to Proceed is issued.
1.3 This AGREEMENT may be terminated in accordance with the provisions contained in this AGREEMENT.
2.0 AUDITOR'S OBLTGATIONS AND SCOPE OF WORK (ATTACHMENT A)
2.1, AUDITOR shall provide the CITY with the professional services for the projects, which are described in ATTACHMENT A, hereinafter referred to as "DESCRIBED SERVICES."
2.2 AUDITOR shall perform all the tasks required to accomplish the DESCRIBED SERVICES in conformity with the applicable requirements of Federal, State and local laws in effect at the time that the scope of work is substantially completed by the AUDITOR. a. The AUDITOR is responsible for ensuring the professional quality, technical accuracy, and coordination of all services and documents furnished by the AUDITOR under this AGREEMENT.
b. The AUDITOR shall be obligated to comply with applicable standards of professional care in the performance of the DESCRIBED SERVICES. c. The AUDITOR shall, without additional compensation, correct or revise any DESCRIBED SERVICES, which do not meet the foregoing professional responsibility standards.
2.3 During the term of this AGREEMENT, AUDITOR shall maintain professional certifications as required in order to properly comply with all applicable Federal, State and local laws.
2.4 The CITY's review, approval or acceptance of, or payment for, the services required under this AGREEMENT shall not be construed to operate as a release or waiver of any rights of the CITY under this AGREEMENT or of any cause of action arising out of AUDITOR's performance of this AGREEMENT, and AUDITOR is responsible to the CITY for all damages to the CITY caused by the AUDITOR's performance of any of the services under this AGREEMENT. 2 Attachment 1
2.5 Conflict of lnterest and Political Reform Act Obligations if determined to be applicable - according to ATTACHMENT E - CONFLICT OF INTEREST DETERMINATION.
Consultant shall at all times comply with the terms of the Political Reform Act and the local Conflict of Interest Ordinance. The level of disclosure categories shall be set by the City and shall reasonably relate to the DESCRIBED SERVICES provided by AUDITOR under this AGREEMENT.
3.0 PAYMENT (ATTACHMBNT B)
3.1 AUDITOR is hired to render the DESCRIBED SERVICES and any payments made to AUDITOR are full compensation for such services.
3.2 The amount of payment to AUDITOR for providing the DESCRIBED SERVICES is set forth in ATTACHMENT B. No payment shall be allowed for any reimbursable expenses unless specifically described in ATTACHMENT B.
3.3 Payment for all undisputed portions of each invoice shall be made within 45 days from the date of the invoice.
4.0 CITY'S OBLIGATIONS
4.1 CITY shall provide information as required to complete the engagement. AUDITOR shall provide detailed lists of required schedules.
IRESERVEDI
CHANGES TO THB SCOPE OFWORK
6.1 The AUDITOR shall not perform work in excess of the DESCRIBED SERVICES without the prior written approval of the Contract Officer. All requests for extra work shall be by written Change Order submitted to the Contract Officer and signed prior to the commencement of such work. Fees for additional work will be negotiated on a fixed fee basis. Additional work and services may also be subject to City Council approval.
6.2 The CITY may unilaterally reduce the scope of work to be performed by the AUDITOR.
Upon doing so, CITY and AUDITOR agree to meet in good faith and confer for the purpose of negotiating a deductive change order.
7.0 ENTIRE AGREBMENT
7.1 This AGREEMENT, along with all Exhibits referenced herein, sets for*r the entire understanding of the PARTIEs with respect to the subject matters herein. There are no other understandings, terms, or other agreements, expressed or implied, oral or written, except as set forth herein. No change, alteration, or modification of the terms or conditions of this
5.0 6.0
3 Attachment 1
AGREEMENT, and no verbal understanding of the PARTIES, their officers, agents, or employees shall be valid unless agreed to in writing by both PARTIES.
7.2 No verbal agreement or conversation with any officer, agent or employee of the CITY, either before, during or after the execution of this AGREEMENT, shall affect or modifr any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle AUDITORto any additional payment whatsoever.
8.0 TERMINATION OF AGREEMENT
8.1 In the event of AUDITOR's failure to timely or diligently prosecute, deliver, or perfonn the DESCRIBED SERVICES, the CITY may terminate this AGREEMENT for cause by notifying AUDITOR by certified mail of said termination. Thereupon, AUDITOR shall (l) cease work and within five (5) working days, (2) assemble all documents owned by the CITY and in AUDITOR's possession, and deliver said documents to the CITY, and (3) place all work in progress in a safe and protected condition. The Contract Officer shall make a determination of the percentage of work that AUDITOR has performed, which is usable and of worth to the CITY. Based upon that finding, the Contract Offrcer shall determine any final payment due to AUDITOR.
8.2 This AGREEMENT may be tenninated by the CITY, without cause, upon the giving of fifteen (15) days written notice to the AUDITOR. Prior to the fifteenth (l5th) day following the giving of the notice, the AUDITOR shall assemble the completed work product to date, and put same in order for proper frling and closing, and deliver said product to the CITY. The AUDITOR shall be entitled to just and equitable compensation for any satisfactory work completed. The Contract Officer and AUDITOR shall endeavor to agree upon a percentage complete of the contracted work if fees are fixed, or an agreed dollar sum based on services performed if hourly, and terms of payment for services and reimbursable expenses. AUDITOR hereby expressly waives any and all claims for damages or compensation arising under this AGREEMENT except as set forth herein.
9.0 OWNERSHIP OF DOCUMENTS
9.1 All working papers and reports must be retained at the AUDITOR's expense for a minimum of seven (7) years, unless the firm is notified in writing by the CITY of the need to extend the retention period. The AUDITOR will be required to make working papers available to the CITY or any government agencies included in the audit of federal grants. In addition, the AUDITOR shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 1O.O STATUS OF AUDITOR
l0.l AUDITOR shall perform the services provided for herein in a manner of AUDITOR's own choice, as an independent contractor and in pursuit of AUDITOR's independent calling, and not as an employee of the CITY. AUDITOR shall be under control of the CITY only as to the result to be accomplished. AUDITOR has and shall retain the right to exercise frrll control and 4 Attachment 1
supervision of all persons assisting the AUDITOR in the performance of DESCRIBED SERVICES hereunder, the CITY only being concerned with the finished results of the work being performed. AUDITOR shall confer with the CITY at a mutually agreed frequency and inform the CITY of incremental work/progress as well as receive direction from the CITY. Neither AUDITOR nor AUDITOR's employees shall be entitled in any manner to any employment benefits, including but not limited to employer paid payroll taxes, Social Security, retirement benefits, health benefits, or any other benefits, as a result of this AGREEMENT. It is the intent of the parties that neither ALIDITOR nor its employees are to be considered employees of CITY, whether "common law" or otherwise, and AUDITOR shall indemni$, defend and hold CITY harmless from any such obligations on the part of its officers, employees and agents.
11.0 ASSIGNMENT OF CONTRACT AND NAMED INDIVIDUALS
11.1 AUDITOR shall not assign this AGREEMENT, or any part thereof, or any monies due hereunder, without the prior written consent of the Contract Officer which shall not be unreasonably withheld.
IL.z AUDITOR agrees that the individuals named below shall be personally assigned to the project to provide supervision and have responsibility for the work during the entire term of this AGREEMENT. No substitutions to these named individuals shall be made without prior approval of the Contract Officer:
Partner Jerurifer Farr
Title Narne
Audit Manaser Shannon Ayala
Title Narne
I2,O COVENANT AGAINST CONTINGENT FEES
L2.l AUDITOR warrants that it has not employed or retained any company or person, other than a bona fide employee working for AUDITOR, to solicit or secure this AGREEMENT, and that AUDITOR has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to terminate this AGREEMENT without liability or, at the CITY's discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
13.0 INDEMNITY - HOLD HARMLESS
13.1 AUDITOR expressly warrants that the work to be performed pursuant to this AGREEMENT shall be performed in accordance with the standards specified in Arlicle 2.2, Where approval by the CITY or Contract Oflicer or other representative of the CITY is indicated, 5 Attachment 1
it is understood to be conceptual only and does not relieve the AUDITOR of responsibility for complying with all laws, codes and industry standards.
13.2 To the extent permitted by law, AUDITOR, tluough its duly authorized representative, agrees that CITY and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, 'CITY Indemnitees") shall have no liability to AUDITOR or any other person for, and AUDITOR shall indemnify, protect and hold harmless CITY [ndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "claims"), which CITY Indemnitees may suffer or incur or to which CITY Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property,loss of use of property, economic loss or otherwise occurring as a result of the AUDITOR'S negligent performance of any services under this AGREEMENT, or by the negligent or willful acts or omissions of AUDITOR, its agents, officers, directors, sub-consultants or employees, committed in performing any of the services under this AGREEMENT.
13.3 AUDITOR's obligation herein does not extend to liabilities, claims, demands, causes of action, losses, damages or costs that arise out of the intentional wrongful acts, violations of law, or breach of obligation hereunder of the CITY or its elected and appointed boards, officials, officers, agents, employees and volunteers.
L3.4 The AUDITOR shall provide a defense to the CITY's Indemnitees, or at the CITY's option, reimburse the CITY's lndemnitees for all costs, attorneys' fees, expenses and liabilities (including judgment or portion thereof) incurred with respect to any litigation in which the AUDITOR is obligated to indemnify, defend and hold harmless the CITY pursuant to this AGREEMENT.
13.5 This provision shall not be limited by any provision of insurance coverage the AUDITOR may have in effect, or may be required to obtain and maintain, during the term of this AGREEMENT. This provision shall survive expiration or termination of this AGREEMENT.
14.0 INSURANCE
14.1 AUDITOR shall obtain and, during the term of this AGREEMENT, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance from an insurance company authorized to do business in the State of California in insurable amounts of not less than one million dollars ($1,000,000) per occurrence and two million dollars (52,000,000) aggregate. For professional liability insurance, the policy shall be on a claims made and in the aggregate basis. The insurance policies shall provide that the policies shall remain in full force during the life of the AGREEMENT, and shall not be canceled without thirty (30) days prior written notice to the CITY from the insurance company. Statements that the carrier "will endeavor" and "failure to mail such notice shall impose no obligation or liability upon the company, its agents or representatives," will not be acceptable on insurance certificates. 6 Attachment 1
14.2 CITY, its officers, officials, employees and representatives shall be named as additional insureds on the required general liability and automobile liability policies. All policies shall contain a provision stating that the AUDITOR's policies are primar.v insurance and that insurance (including self-retention) of the CITY or any named insured will not be called upon to contribute to any loss. This provision shall apply regardless of any language of the general liability and automobile liability policy maintained by AUDITOR during the term of this AGREEMENT.
14.3 Before AUDITOR shall employ any person or persons in the performance of the AGREEMENT, AUDITOR shall procure a policy of workers' compensation insurance as required by the Labor Code of the State of California or shall obtain a certificate of self-insurance from the Department of Industrial Relations.
14.4 AUDITOR shall furnish certificates of said insurance and policy endorsements to the Contract Offrcer prior to commencement of work under this AGREEMENT. Failure by the Contract Officer to object to the contents of the certificate and/or policy endorsement or the absence of same shall not be deemed a waiver of any and all rights held by the CITY. Failure on the part of AUDITOR to procure or maintain in fuII force the required insurance shall constitute a material breach of contract under which the CITY may exercise any rights it has in law or equity including, but not limited to, terminating this AGREEMENT pursuant to Paragraph 8.2 above.
14.5 The CITY reserves the right to reviewthe insurance requirements of this section during the effective period of the AGREEMENT and to modifu insurance coverages and their limits when deemed necessary and prudent by City's Risk Manager based upon economic conditions, recommendation of professional insurance advisors, changes in statutory law, court decisions or other relevant factors. The AUDITOR agrees to make any reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions or established by law or regulation binding upon either party to the contract or upon the underwriter of any such policy provisions). Upon request by CITY, AUDITOR shall exercise reasonable efforts to accomplish such changes in policy coverages and shall pay the cost thereof.
14.6 Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the CITY's option, the AUDITOR shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
14.7 CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue ofthe payment of any loss under such insurance. This provision applies regardless of whether or not the CITY has requested or received a waiver of subrogation endorsement from the insurer.
15.0 DISPUTES
15.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address the dispute:
7 Attachment 1
a. If the dispute is not resolved informally, then, within five (5) working days thereafter, the AUDITOR shall prepare a written position statement containing the party's fulI position and a recorlmended method of resolution and shall deliver the position statement to the Contract Officer.
b. Within five (5) days of receipt of the position statement, the Contract Officer shall prepare a response statement containing the responding party's full position and a recommended method of resolution.
c. After the exchange of statements, if the dispute is not thereafter resolved, the AUDITOR and the Contract Officer shall deliver the statements to the City Manager for the Manager' s determination.
15.2 If the dispute remains unresolved, and the parties have exhausted the procedures of this section, the parties may then seek resolution by mediation or such other remedies available to them by law.
16.0 GENERAL PROVISIONS
16.1 Contract Officer. The Director of Administrative Services shall serve as the CITY's "Contract Officer" for this AGREEMENT and has the authority to direct the AUDITOR, approve actions, request changes, and approve additional services within her/tris authority. Any obligation ofthe CITY shall be the responsibility of the Contract Officer. Excepting the provisions pertaining to dispute resolution, no other party shall have any authority under this AGREEMENT unless specifically delegated in writing.
16.2 Governing Law. This AGREEMENT and all matters relating to it shall be governed by the laws of the State of Califomia and any action brought relating to this AGREEMENT shall be held exclusively in a state court in the County of San Diego. AUDITOR hereby waives the right to remove any action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394.
16.3 Business License. AUDITOR and any subcontractors are required to obtain and maintain a City Business License during the duration of this AGREEMENT.
16.4 Drafting Ambiguities. The PARTIES agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this AGREEMENT, and the decision of whether or not to seek advice of counsel with respect to this AGREEMENT is a decision which is the sole responsibility of each Party. This AGREEMENT shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the AGREEMENT.
16.5. Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this AGREEMENT and the Exhibits, the main body of this AGREEMENT shall control.
If a conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code 8 Attachment 1
and this AGREEMENT, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body ofthis AGREEMENT, the Exhibits, and laws, nrles, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any apparent conflict or inconsistency conceming this AGREEMENT.
16.6. Non-Discrimination. AUDITOR shall not discriminate against any employee or applicant for employment because of sex, race, color, age, religiorg ancesty, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation. AUDITOR shall take affrmative action to insure that applicants are employed and that employees are teated during employment without regard to their sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.
Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. AUDITOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by CITY setting forth the provisions of this non-discrimination clause.
17.O NOTICES
l7.l Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail. For the purposes hereof, unless otherwise provided in writing by the parties hereto:
a. The address of the CITY, and the proper person to receive any notice on the CITY's behalf, is:
City of Coronado
Administrative Services
1825 Strand Way
Coronado, CA 9211 8-3005
Attn: Jim Krueger, Contract Officer
Tel. No. (619) 522-7309; Fax (619) 522-2409
b. The address of the AUDITOR, and the proper person to receive any notice on the AUDITOR's behalf, is:
Jennifer Farr, CPA, MBA, Partner
Davis Farr, LLP
2301 Dupont Drive, Suite 200
Irvine, CA 92612
9 Attachment 1
I8.O ATTORNEYS'FEES
18.1 In the event that one party incurs expenses that are reasonable in amount and necessarily incurred in enforcing the provisions of this AGREEMENT, including attorneys' fees and costs, such party shall be entitled to recover from the other party reimbursement for those costs, including attorneys' fees, but only those incurred solely and directly related to the term of this AGREEMENT successfully enforced. The court shall determine which of the attorneys' fees incurred by the party are properly awardable.
19.0 PROFESSIONAL AUDITOR'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986
19.1 AUDITOR certifies that AUDITOR is aware of the requirements of the [mmigration ReformandControlActof 1986(8USC l101-1525)andhascompliedandwillcomplywiththese requirements, including but not limited to verifying the eligibility for employment of all agents, employees, and subcontractors that are included in this AGREEMENT. 2O.O ADDITIONAL PROVISIONS
20.I Consequential Damages. Neither party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them.
20.2 Responsibility for Others. AUDITOR shall be responsible to CITY for its services and the services of its subcontractors. AUDITOR shall not be responsible for the acts or omissions of other parties engaged by CITY nor for their means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs.
203 Representation. The AUDITOR is not authorized to represent the CITY, to act as the CITY's agent or to bind the CITY to any contractual agreements whatsoever.
20.4 Third'Party Review of Work Product (Peer Review). At the option of the CITY, a review of the AUDITOR's work product may be performed by an independent expert chosen by the CITY. [n such case, the AUDITOR agrees to confer and cooperate fully with the independent expert to allow a thorough review of the work product by the expert. Such review is intended to provide the CITY a peer review of the concepts, methods, professional recommendations and other work product of the AUDITOR. The results of this review will be furnished to the CITY and shall serve to assist the CITY in its review of the AUDITOR's deliverables under this AGREEMENT.
AUDITOR shall be compensated by the CITY on a time and materials basis for the time and costs necessary to comply with this section 20.4.
20.5 Rights Cumulative. All rights, options, and remedies of the CITY contained in this AGREEMENT shall be construed and held to be cumulative, and no one of the same shall be exclusive of any other, and the CITY shall have the right to pursue any one of all of such remedies 10 Attachment 1
or any other remedy or relief which may be provided by law, whether or not stated in this AGREEMENT.
20.6 Waiver. No waiver by either party of a breach by the other party of any of the terms, covenants, or conditions of this AGREEMENT shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default of either party hereunder shall be implied from any omission by the other pany to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect default other than as specified in said waiver.
20.9 Severability. In the event that any part of this AGREEMENT is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either party will be excused from performance of such portion or portions of this AGREEMENT as shall be found to be illegal or unenfbrceable without affecting the remaining provisions of this AGREEMENT.
21. Signatures. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this AGREEMENT, and that all resolutions or other actions have been taken so as to enable it to enter into this AGREEMENT.
AUDITOR: CITY:
By: By:
Rlair King
City Manager
Date: s /-=/r*
A,
Partner
Date: 4tr
ATTACHMENT A _ SCOPE OF WORK
ATTACHMENT B _ PAYMENT FOR SERVICES
ATTACHMENT C _ CITY OF CORONADO RFP
ATTACHMENT D - DAVIS FARR, LLP (Proposal)
ATTACHMENT E _ CONFLICT OF NTEREST
ll
Attachment 1
ATTACHMENT A
PROFESSIONAL CERTIFIED PUBLIC ACCOTTNTANT SERVICES
SCOPE OF WORK
The selected independent auditor will be required to perform the following tasks:
1. The Auditor will perform an audit on all funds of the City of Coronado with the objective of expressing an opinion as whether the financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America and to report on the faimess of the combining individual fund statements and schedules when considered in relation to the financial statements taken as a whole. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States.
2. The Auditor will perform an audit on the City of Coronado's Housing Successor's compliance with the California Health and Safety Code Sections applicable to California Housing Successor Agencies. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States.
3. The Auditor will perform a Single Audit of all Federal Grants, if applicable, in accordance with the Single Audit Act Amendments of 1996 and the provisions of OMB Circular 4-133.
4. The Auditor shall issue a separate "management letter" in accordance with Statement on Auditing Standards (SAS) ll4, The Auditor's Communication with Those Charged with Governance.
5. The Auditor shall issue a separate o'internal control letter" in accordance with SAS ll5, Communicating Internal Control Related Matters ldentiJied in an Audit.
6. The Auditor shall prepare the Annual State Controller's Reports for the City of Coronado as required by the Califomia State Controller's Office.
7. The Auditor shall perform "Agreed upon Procedures" for not to exceed six hotels in each fiscal year to test the collection of Transient Occupancy Tax.
8. The Auditor shall perform "Agreed-upon Procedures" pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance.
9. The Auditor will perform "Agreed upon Procedures" for not to exceed four in each fiscal year in relation to several City contractual relationships.
T2
Attachment 1
ATTACHMENT B
PROFESSIONAL CERTIFIED PUBLIC ACCOUNTANT SERVICES
PAYMENT FOR SERVICES
A. PAYMENT FOR SERVICES: Payments to the AUDITOR for the DESCRIBED SERVICES shall be made in the form of monthly payments due for the percentage of work performed on each Phase as a percentage of the total fee for the Phase. All invoices submitted by the AUDITOR shall show an hourly reconciliation of time spent on each Phase. The original invoice shall be provided for any subcontracted services. Normal processing time for payments is four (4) weeks.
For performance of each Phase or portion thereof as identified below, CITY shall pay a fixed fee associated with the Phase of the DESCRIBED SERVICES in the amount and at the time or milestones set forth.
Service
Fiscal Year
20t7-18 2018-19 2019-20 2020-21 202L-22
City Audit and Related Reports $ 38,000 s 38,7 60 $ 39,535 $ 40,326 $ 4l,l 33 Housing Successor Agency Audit 7,000 7,140 7,283 7,429 7,578 Single Audit* 2,500 2,550 2,601 2,653 2,706
Agreed-Upon-Procedures for 6 hotels 13,200 13,464 13,733 14,008 14,288 Ageed- Upon-Procedures for Gann Limi t s00 510 520 s30 540 Agreed-Upon-Procedures for 4 Concessionaires 8,800 8,976 9, 156 9,339 9,526 California State Controller's Report 4,000 4,080 4,162 4,245 4,330 Total for Fiscal Year $ 74,000 $ 75,480 $ 76,990 $ 78,530 $ Eo,lol * The single audit fee includes one major program. Additional major programs, if necessary, can be audited for $2,000 each.
B. REIMBURSABLE SERVICES - "None."
l3
Attachment 1
ATTACHMENT E
PROFESSIONAL CERTIFIED PUBLIC ACCOIINTANT SERVICES
C.qNFLICT Q-LINTERE ST DETPRMINATION
Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest ordinance. Consultant shall immediately disqualiff itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. "Consultantl" means an individual who, pursuant to a contract with a state or local agency
(A) Makes a governmental decision whether to:
Approve a rate, rule or regulation;
Adopt or enforce a law;
Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; Authonze the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract; Grant City approval to a plan, design, report, study, or similar item; Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or
(B) Serves in a staffcapacity with the City and in that capacity participates in making a govemmental decision as defined in Regulation 18702.2 or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code. t The City's Conflict of Interest Code and the Political Reform Act refer to "consultants," not "contractors." The City's professional services agreements might refer to the hired professional as a "contractor," not a "consultant,'n in which case the Conflict of Interest Code may still apply. The Conflict of lnterest Code, however, does not cover public works contractors.
1 2
3 4
5 6
7 t4
x1
Attachment 1
DIS CLO SURE, DETERMINATION
Consultant/Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above.
No disclosure required.
n2. Consultant/Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, ConsultantiContractor shall file, with the City Clerk ofthe City of Coronado in a timely manner as required by law, a Statement of Economic Interest (Form 700) as required by the City of Coronado Conflict of lnterest Code, and the Fair Political Practices Commission, to meet the requirements of the Political Reform Act. *
Signature
Name
Date
Department
/vl driA &/, J-c'/ tr
City Manager Approval of Determination
*The Consultant's disclosure of investments, real property, income, loans, business positions and gifts, shall be limited to those reasonably related to the project for which CONSULTANT has been hired by the CITY. The scope of disclosure for CONSULTANT is attached hereto as Attachment B- 1.
l5
rlL
*"4fr7)n)a€s' ,Qt, n t4 /n1t o. SCt Vt ($(:
J
fi> I
j->
Attachment 1
ATTACHMENT E.l
AUDITING SPRVICES
CONFLICT OT INTEREST SCOPE OF DISCLOSURE
(For use in preparing California Form 700)
Investments: "Investment" means a financial interest in any business entity engaged in the business of [insert types of businesses, e.g., if Consultant is working on a public works project, he or she should disclose investments in contracting firms, building material suppliers, design firms, etc.l
Real Property: "Real property" interests are limited to real property in the city of Coronado, wherever located.
Sources of Income: o'sources of income" means income (including loans, business positions, and gifts) of the Consultant, or the Consultant's spouse or domestic partner in excess of $500 or more during the reporting period from sources that are business entities engaged in the business of [insert types of businesses, e.g., if Consultant is working on a public works project, he or she should disclose investments in contracting firms, building material suppliers, design firms, etc.] t6
DocuSign Envelope lD: 47A3E301 -F668 -4012-8815-C1 4607EAF 51 4 Attachment C
Attachment 1
NOTICE: Shannon Ay ala, CPA, Partner
Davis Farr, LLP
2301 Dupont Drive
Irvine, CA 92612
The City of Coronado, a public body, corporate and politic (hereinafter "CITY"), aparty to that certain professional services agreement (hereinafter o'Agreement"), executed on or about April 3, 2018, by and between CITY and Davis Farr, LLP (hereinafter "AUDITOR"), DOES HEREBY EXTEND the Agreement until June 30, 2024.
The term of the Agreement, by this extension, shall be in effect until June 30, 2024, provided however, that AUDITOR'S work shall continue beyond June 30, 2024,if necessary to complete the work described in the attached Original Contract (Attachment A), for the year ending June 30, 2023.
This extension binds and benefits both Parties and any successors or assigns. This document including the attached Original Contract (Attachment A), is the entire Agreement between the Parties.
The fee schedule for this contract extension is $59,350, as stated below. All other terms and conditions of the Original Contract remain unchanged.
Audit of the City*
State Controller Report
Audits & Financial Reports of the Coronado
Housing Successor Agency
uniform Guidance Single Audit of
Federal Grants of the City**
Appropriations Limit Review
Total for fiscal year ending June 30, 2023
$43,500
4,500
7,950
2,950
550
$59,350
*Preparation of the linancial statements will be billed hourly at $150 per hour. *Single audit price includes one major program. A price adjustment of $2500 will be made for each additional major program
The contract may be extended for an additional four-year term or for four one-year terms, through March of 2028 pursuant to Section 1.1 .
NOTIFICATION OF EXTENSION OF
PROFESSIONAL SERVICES AGREEMENT FOR
INDEPENDENT FINANCIAL AUDIT SERVICES
DocuSign Envelope lD: 47A3E301 -F668-4012-881s-C1 4607EAFs14 Attachment 1
Dated: April24 2024
THE CITY OF CORONADO:
Tina Friend, City Manager
Approved as to Form:
April 22,2024
Johanna Canlas, City Attorney Date
Attest:
April 24,2024
Kelsea Holi&n, MMC, City Clerk Date
Dated i April}4 ,2024
CONTRACTOR:
Davis Farr, LLP hereby accepts the extension of the Agreement for a one (l) year unless earlier terminated by one or both of the parties thereto.
Dated: April 24 ,2024
Shannon Ayala, CPA
Partner
Attachment A: Original Agreement