HomeMy Public PortalAbout10) 7H Second Amendment to Agreement with Vavrinek, Trine, Day and CompanyAGENDA
ITEM 7.H.
ADMINISTRATIVE SERVICES DEPARTMENT
MEMORANDUM
DATE: April17, 2018
TO: The Honorable City Council
FROM: Bryan Cook , City Manager
Julia James, Interim Administrative Services Director
SUBJECT: APPROVAL OF A SECOND AMENDMENT TO THE AGREEMENT WITH
VAVRINEK, TRINE, DAY & COMPANY, LLP FOR PROFESSIONAL
AUDIT SERVICES
RECOMMENDATION:
The City Council is requested to authorize the City Manager to enter into a second
amendment to the agreement for professional audi.t services with Vavrinek, Trine, Day &
Company, LLP (VTD) for Fiscal Year (FY) 2017-18.
BACKGROUND:
1. On January 6, 2016, the City requested proposals from qualified Certified Public
Accounting (CPA) firms for a three-year contract to audit its financial statements
beginning with the fiscal year ending June 30, 2016 , with the option to renew the
contract for an additional two fiscal years , for a total of 5 years .
2 . On April 5, 2016, the City Council authorized the City Manager to enter into an
agreement for professional audit services with VTD for FY 2015-16.
3. On April 4 , 2017, the City Council authorized the City Manager to enter into a first
amendment to the agreement for professional audit services with VTD for the FY
2016-17 .
ANALYSIS:
In FY 2015-16 the City entered into an agreement with VTD for professional audit
services for FY 2015-16. Typically cities will retain the same audit firm for a minimum of
three years and often times, will extend contract for another two years due to the time
consuming process required of both parties to change firms. The City has been very
pleased with the services provided by VTD and recommends a second amendment to
their contract for the ensuing fiscal year.
City Council
April17, 2018
Page 2 of 2
CITY STRATEGIC GOALS:
The City Council's action to amend VTD's agreement will further the City's Strategic
Goal to promote Good Governance.
FISCAL IMPACT:
The cost proposed for auditing services by VTD for the FY 2016-17 is an all-inclusive
maximum of $54,590, which will be included in the FY 2018-19 City Budget.
ATTACHMENTS:
A Second amendment to agreement with VTD
B. Cost Fee Proposal from VTD
ATTACHMENT A
SECOND AMENDMENT TO
CONSULTANT SERVICES AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
Vavrinek, Trine, Day & Company, LLP
Dated April 17, 2018
SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT
This Second Amendment to Consultant Services Agreement ("Second Amendment"),
which is dated April 17, 2018, is hereby entered into by and between the CITY OF TEMPLE
CITY, a California charter city ("City"), and Vavrinek, Trine, Day & Company, a limited
liability partnership ("Service Provider"), as follows:
RECITALS
A. City and Service Provider entered into an Agreement for Services on April 6, 2016
("Agreement"). The Agreement provides that the Service Provider will provide
professional audit services.
B. A First Amendment to the Agreement was entered into on April 4, 2017 ("First
Amendment") for Fiscal Year 20 17-18.
C. This Second Amendment renews the City's agreement with Vavrinek, Trine, Day &
Company for audit services for Fiscal Year 2017-18.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Second Amendment which modifies and amends the Agreement
as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Section 1. Section 1 is hereby amended to read as follows:
Subject to the provisions of Section 20 "Termination of Agreement" of
this Agreement, the Term of this Agreement is for 12 months commencing
on the date when the Second Amendment is property executed by the
appropriate authorities of the City and Service Provider.
1.2 Section 4 of the Agreement is hereby amended as follows: The third
sentence of Section 4; subparagraph (a) of the agreement is amended to
read as follows: The total all-inclusive maximum fee for FY 2017-18
audit shall be: Fifty Four Thousand, five hundred and ninety dollars
($54,590). Amount not to change unless additional compensation 1s
approved in writing by the City Council or City Manager."
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this Second Amendment, the Agreement remains in full force and effect and binding upon the
parties.
-2-
2.2 Integration. This Second Amendment consists of pages 1 through g
inclusive, which constitute the entire understanding and agreement of the pmiies and supersedes
all negotiations or previous agreements between the parties with respect to all or any pmi of the
transaction discussed in this Second Amendment.
2.3 Effective Date. This Second Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Second Amendment.
2 .5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this Second Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the contrary in this Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement on the date and year first written above.
APPROVED AS TO FORM
Eric S. Vail, City Attorney
CITY:
THE CITY OF TEMPLE CITY
By: __________ _
Bryan Cook, City Manager
ATTEST:
Peggy Kuo, City Clerk
SERVICE PROVIDER:
By: ____________ _
Name: ---------------------------
Title:-------------------------
(2"d signature required if Corporation, Incorporation or Limited Liability
Corporation)
-3-
By: ___________ _
Name: _________ _
Title: _________ _
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY.
-4-
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this cet1ificate is attached, and not the truthfulness, accuracy, or validi of that document
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On 20
before me, --;:-..,.,-----------------------,---:-~~=--,-_,.--::----,-:--;,-,'
Date Nama And Title Of Officer (e.g. "Jane Doe, Notary Public")
personally appeared --------------=:c:;-;:=::-----------
Nama of Signer(s}
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPAClT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
D Individual
D Corporate Officer
Title(s)
D Partner(s)
D Attorney-In-Fact
D Trustee( s)
D Guardian/Conservator
D Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
D Limited
D General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s} Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, aceurae , or valid it of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On 20
before me, ----,-,-----------------------,--,..-o=c-==--:--::.,--,----,-,--=-:'
Date Name And Title Of Offlcer (e.g. "Jane Doe, Notary Public")
personally appeared--------------=~=::-----------
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seaL
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individual
0 Corporate Officer
Title(s}
0 Partner(s)
0 Attorney-In-Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
0 Limited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders'
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
x Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
_x_ Automobile Liability. Service Provider shall maintain automobile insurance at least as board as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all
activities of the Service Provider 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.
_x_ Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's
Liability Insurance as required by the Labor Code of State of California covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
_x_ Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to
the Service Provider's profession. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The insurance must be maintained for at
least three (3) consecutive years following the completion of Service Provider's services or the
termination of this Agreement. During this additional three (3) year period, Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date, continuity date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous coverage through a period of no less than three years after
completion of the services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance
no less than:
(1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000
general aggregate for bodily injury, personal injury and property damage.
(2)
each accident.
Automobile Liability. No less than $1,000,000 combined single limit for
(3) Workers' Compensation. Workers' Compensation as required by the
Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's
Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be endorsed
and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail,
return receipt requested, has been given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials, and
employees and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Service Provider performs; products and completed operations of Service Provider;
premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or
borrowed by Service Provider. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Service Provider's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service
Provider maintains higher limits than the minimums shown above, the Agency requires and shall be
entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a
named insured.
(5) Any failure to comply with the reporting or other prov1s1ons of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, and its respective
elected and appointed officers, officials, employees and agents for losses arising from work
performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the
effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete, certified copies of all required
insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each
Subservice Provider identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification. provisions and
requirements of this Agreement.
Submitted by:
ATTACHMENT B
CITY OF TEMPLE CITY,
CALIFORNIA
Cost Fee Proposal for
Auditing Services for the
Fiscal Years Ending June 30, 2016,
2017 and 2018
VA VRINEK, TRINE, DAY & CO., LLP
10681 Foothill Boulevard, Suite 300
Rmtcho Cucamonga, CA 91730
Contact:
Roger Alf;tro, Partner
Tel: (909) 466-4410 Fax: (909) 466-1131
n1l fa ro@vtdc pa.com
Fcbr·uary 5, 2016
VAVRJNEK, TRINE, DAY
& COMPANY, LLP
Ct•rtiflt.'d Public Ac~.·oulllauts
Cost Proposal (All Inclusive Maximum Price)
SEALED COST PROPOSAL
Name of Firm: Vavrinek, Trine, Day & Co., LLI'
Address: I 0681 Foothilllloulevard, Suite 300
City, State, Zip: Rancho Cucamonga, CA 91730
Contact Name: Roger A I faro
Con tact Te I e ph one N um bcr( s): _,_('-90-'9-"-)_4-'-6'-'6'--4-'-4'-1'-'0------------
Contact E-mail Address:
L the undersigned, cc11ify I am duly authorized to represent the above named finn
and am empowered to submit this bid. In addition, I certify I am authorized to
contract with the City of' Indian Wells on behalf of the above named firm.
Partner 02/05/2016
Signnturc Title Date
Roger Altltro
Name (pl'int)
Total all-inclusive maximum fcc for 2015/2016 Audit $ 53,000
Total all-inclusive maximum fcc for 2016/2017 Audit $ 53,000
Total all-inclusive maximum fcc for 2017/2018 Audit $ 54,590
Total all-inclusive maximum fcc for 2018/2019 Audit $ 56,228
Total all-inclusive maximum fcc for 2019/2020 Audit $ 57,914
Cost Proposal (All Inclusive Maximum Price)
We ai'C lil'mly committed to pi'OViding the City or Temple City (City with the supcl'iOI' level orprolcssional
scrviccs that the City hns come to ex peel from its independent auditors. We strive to provide exceptional Sti1ff.
quality, and value at the lowest possible fees consistent with the cxpl!ctations of the.! City. Our rates arc
competitive, even with our depth of ~·.xpcrienc!.~ and (,'Otnmitment to quality.
llowevcr. we do not want fees alone to be an obstacll.! in the City's selection of Vavrinek, Tl'inl:, Day & Co .. 1.1.1'.
We would be happy to discuss anJ negotiate such fcc issues ~mJ responsibilities with you.
Proposed Audit Fees
DcscJiption of Services 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020
I. City ofll!mplc City CAFR Audit
(inL·Iudcs GANN l.imit AUP) $ 50,000 $ 50,000 $ 5 I ,500 s 53,045 $ 5•1,6]()
2. Singh: Audit Report
(assumes om: rnajor progrum) "' 3.0011 3,000 3,1JYO 3.1 K.1 3.27K
Iota I lhr FisLal Y l'ar ( not-to~cxcccd) $ 53,000 $ 53.01)[) $ 54,590 s 56,22K s :\7,914
'" Additional major programs will In: $2,500 pt:r program
QUOTED HOURLY RATES OF TilE FIRM'S l'ROFESSIONALS:
2015-2016 2016-2017 2017-2018 2018-2019 2019-2020
PurtnL'r s 220 s 220 s 227 s 233 s 1'W
l'vlunagL'r IKII IHII IK5 tYI 197
Supl'rvlsor 150 1511 155 t5~ t64
Senior I 'Ill 140 144 14'1 153
Stull' 95 95 9S 1111 111<1
Panmro J~·ssi on a I 65 65 67 ()l) 71