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HomeMy WebLinkAbout17-211 - Miller & Miller - 2017 Comprehensive Annual Financial Report (CAFR)17-211 Contract Approval N/A CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Miller & Miller, P.S., hereinafter referred to as "the Contractor," whose principal office is located at 4240 West Cramer Street, Seattle, WA 98199-1005. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $20,000 at a rate of $230 per hour plus expenses (expected to be less than $300). 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing December 1, 2017, and ending June 30, 2018, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. IV- of- 2 ®r Y) a CA Revised 2012 Page I of 6 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA Revised 1-2013 Page 2 of 6 B. Other Insurance Provision. The Contractor's Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. S. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. CA Revised 1-2013 Page 3 of 6 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire A14reement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited. in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 981.88 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this (1 1 2-c(. I (—? CITY OF TL''KWILA Pegg cCarthy, Finance Director CONTRACTOR 7 / Printed Name and Title: Steven G. Miller, Shareholder Address: 4240 West Cramer Street Seattle, WA 98199-1005 CA Revised 1-2013 Page 4 of 6 EXHIBIT A Scope of Work: The engagement will be limited to a review of City financial statements for fiscal year ending December 31, 2017 which have been prepared in conformity to generally accepted accounting principles. The engagement will not include any audit work, internal control or compliance testing related to such financial statements. A major objective of this work will be to review the City's entity -wide financial statements. This work will also involve reviewing the Managements' Discussion and Analysis ("MD&A") and a review of the City's financial statements and notes in relation to the GFOA's checklist for the presentation of the City's financial statements. We understand that the City prepares a full Comprehensive Annual Financial Report ("CAFR") in accordance with the GFOA checklist. As such, we will use only the applicable portions of the GFOA checklist in assessing the City's annual financial report and making any necessary recommendations. We will provide you with the checklist and any memorandum related to accounting issues so that they may be provided to the State Auditor's Office ("SAO"), which may wish to use them in the conduct of their annual audit. Management is responsible for representations made in its financial statements, notes and MD&A. This responsibility includes maintaining adequate records and related controls, selecting and applying accounting principles, and safeguarding assets. While we may assist the City in the preparation of these financial statements, we will not be assuming any management responsibility for such statements. We will not issue a report as a result of our work. We will, however, prepare the GFOA checklist and any accounting issue memoranda required as discussed above. These procedures will not include any auditing procedures. As such, our procedures are not designed to provide reasonable assurance of detecting misstatements that, in our judgment, could have material effects on the financial statements taken as a whole. Consequently, our procedures are not designed to, and will not detect misstatements that might exist due to error, fraudulent financial reporting, or misappropriation of assets. We will not perform any procedures specifically designed to disclose significant deficiencies in the design or operation of internal control over financial reporting. As requested, we will consult with the Finance Director and selected staff prior and subsequent to the review to discuss GASB implementation and other pertinent issues. CA Revised 1-2013 Page 5 of 6 EXHIBIT B Compensation and Method of Payment: CAFR Review: The fees for the financial statement work will be at an hourly rate of $230 per hour plus direct out-of-pocket expenses such as automobile mileage. Payments for services are due when rendered. We would propose to conduct the CAFR review services described above beginning on or around April 9, 2018 and ending on or around April 20, 2017. This anticipated timing includes our expectation that the support for the City's preliminary financial statements will be provided to us by April 4, 2017. We expect that any closing entries for any separate fund financial statements will be completed and available prior to beginning our work. In addition, we expect to receive preliminary versions of the notes to the financial statements and MD&A prior to beginning our work, unless you need assistance in preparing the notes and MD&A. We expect that we will need time with City staff to understand the financial and operating aspects of the City. We expect the services to be completed within 40 hours. As such, we would expect to bill the City no more than $10,000 plus expenses (expected to be less than $300). Accounting and Financial Reporting Consultation: The fees for any consultation work will be at an hourly rate of $230 per hour plus direct out-of-pocket expenses such as automobile mileage. Such consultative services will only be provided upon request by the City. Consultation services may be requested beginning December 1, 2017 and may continue throughout the term of this contract (ending June 30, 2018). CA Revised 2012 Page 6 of 6