HomeMy WebLinkAbout2008-180 Contract - Pauly Rogers
Contract for Personal Services - Munlcl al Audit Services.
CITY OF
ASHLAND
20 East Main Street
Ash~nd,CWegon97520
Telephone: 541/488-6002
Fax: 541/488-5311
CONTRACTOR: Pauly, Rogers and Co., P.C.
CONTACT: Kenny Allen, CPA
ADDRESS: 1.2700 S.W. 7r Ave, PO Box 23684
Tlgsrd, OR 97223
. TELEPHONE: (503) 620-2632
DATE AGREEMENT PREPARED; April 17, 2007
FAX: 503 684-7523
BEGINNING DATE: Februa 20 2007. . COMPLETION DATE: November 15 2009
COMPENSAnON~ City agrees to pay the Contractor fOr the City audit and the Parks Commission audit for:
FY 2006-07~ the sum 01$38.000 and $11.000 respectively..
FY 2007~8, the sum of $39.140 and $11.330 respectively.
FY 200~, the sum of~.300 and $11.670 respectively.
For a detailed list of the proposed fees, ~ Fee ArranaementWorksheet is attached as Exhibit -A-
SERVICES TO BE PROVIDED: Contractor shall conduct an audit of the accounts and fiscal affairs of the City
and the Parks Commission, as.well as, additiOnal audits for Food & Beverage Tax and Transient Occupancy
Tax for thefiseal years ending June 30, 2007,2008, and 2009, as set forth within the Request for Proposal
released December 28 2006 for Munici I Audit Services.
AQDlnONAL .TERMS: This contract may be extended ann.ually, by mutual consent of both. parties, for up to
two 2 additional. rs for a maximum riod of five 5 ars.
FINDINGS:
Pursuant to AMC 2.52.040E and AMC 2.52.060, after .~ble Inquiry and evaluation, the undersigned Department
Head finds and determines that: (1) U. services to be acquired are personal servIceS; (2) the City does not have
adequate personnel nor resources to ~orm the .servlces; (3) the statement of work represents the depa~enfs plan for
utilization of such personal s8rvices: (4) the undersigned Contractor has specialized experience, education, training and
capabllty sufficient to perform the quality, quantity and type. of work requested in the scope of work within the time and
financial constraints provided; (5) the Contractor's proposal will best serve the needs of the City; and (6) the
compensation negotiated herein is fair and reasonable.
. .
NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE
as follows: .
1. Findings I Recitations. The findings .and recitations set forth above are true and .correct and are incorporated herein
~th.~.~. . .
2. Scope of Work. Contractor shafl conduct an audit of the accounts and fiscal affairs of the City and .the Commission,
as of and for the years ending June 30, 2007, 2008, and 2009. The audit will be made in accord..nce with the
Minimum Standards for Audits of Municipal Corporations as prescribed by law. Tbe audit shall.be undertaken in order
. to express an unqualified opinion that the financial statements of the CIty and Commission are fairly presented in
conformity with generally accepted accounting principals consistently applied, and to determine if the City and
~misslon have compiled substantJal.ly with appropriate legal provisions. If the Contractcrs opinion Is other than
unqualified, the Contractor will fully discuss the reasons with the City In advance ofJssulng the opinion.
3. All Costs by Contractor: Contractor shall, at its own risk and expense, perform the personal services described
above. and, unless otherwise specified, furnish all labor, eq\Jlpment and materials required for the proper perfonnance
of such service. .
4.. Qualified Work: The Contractor agrees that the services by Contractor shall berend.ed by a CertIfied Public
Accountant, CPA,.or und. th. person's supervision, and that the work wiD be faithfully performed with care and
dllgence. Contractor. has represented, and by entering into this contract now represents, that all persOOnel assigned
.to the work required under .thls contract are fully qualified to perform the service to which they will be assigned in a
skilled and work.-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so
registered, licensed and bonded.
5. Commencement of Services. Contractor Is to begin the audit within 45 days following July 1 of each year and
complete the audit ~ November 15 of each year. Upon completion, written reports are to I>e delivered to the Audit
Committee for consideration and review b the committee. Aft. review and lance b the Audit Committee 25
2007 Municipal Audt Contract
Page 1 of7
copies of the final City report ~nd 25 copies of the final Commission report shall be delivered to the City. The fonn
, and content of the reports shall be In accordance with, and not less than. that required by the Minimum Standards for
o 0
Audits of Oregon Municipal Corporations.
6. Financial Statements. City will provide for such financial statements as may be necessary to fully disclose and fairly
present the results of operations for the periods under audit and the financial condition at the end of those periods.
. Although it is City's responsibility, the reporta are to be drafted and prepared by the Contractor. The cost of preparing
such financial statements oshall be Included In the fee for conducting the audit as Set forth o above. 0
7. Unusual Conditions. Should unusual conditions arise or be oencountered during the course of the audit whereby the
services of the Contractor are necessary beyond'the extent of the work contemplated, written notification of such
unusual conditions shall be delivered to the City, who shall Instruct the Contractor in writing concerning sUCh
additional service. A signed cq>y of each such notification and Instruction shall be delivered Immediately to the 0
Secretary of State by the City. . . 0
8. Compensation: City shall pay Contractor for service performed, including costs and expenses, the sum specifled
above. Once work commences, Invoices shall be prepared and submitted by the tenth of the mQnth for work 0
completedo in th8 prior month. Payments shall be made within 30 days of the date of the invoice. Should the contract
be prematurely terminated, payments will be made for work completed and accepted to date of termination.
9. Completion Date: Contractor shall start performing the ~Ice under this contract by the beginning date indicated
above and complete the service by the completion date indicated above. 0
10. Contract Extension. City and Contractor may extend this contract for upoto two fiscal years beyond FY 2008-2009
upon such terms and conditions as they shall mutually agree.
11. Own....hlp of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of
City. 0 0
12. Statutory Requirements: ORS 279C.50S, 279C.S1.S, 279C.S20 and 0279C.530 are made part of this contract.
13. Living Wage Requirements: If the amount of this contract is $16.936 or more, Contractor is required to comply with
chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined In this chapter, to all employees
performing work under this contract and to any Subcontractor who performs 50% or more of the service work under
this contract. Contractor Is also required to post the notice attached hereto as Exhibit C predominantly in areas where
It wlllo be seen by all employees. 0
14. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and o all losses, claims, actions, costs, expenses, jUdgments, subrogatlons, or other damages resulting from
injury to any person (including injury resulting In death), or damage (Including loss or destruction) to property, of
whatsoever nature arising out of or Incident to the performance of this contract by Contractor (including but not limited
o to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this
contract). Contractor shall not be held responsible for any losses, expenses, 0 Claiins, subrogations, actions, costs,
judgments, or other damages, directly, solely, and proximately caused 0 by the negligence of City.
1S. Termination:
a. Mutu~ ~nt. This contracto may..be terminated at any time by mutual consent of both parties.
b. 0 CitY', ~nlep. This contract may be terminated at any time by City upon 30 days' notice in writing
and delivered by certified mal or In person.
c. FqrCauSf. City may terminateoor modify this coniract, in whole or in part, effective upon delivery of
written notice to oContractor, or at such later-date as may be establishedoby City under any of the following ,
cOnditions:
i. If City funding from federal, state, county or other sOUrces is not obtained and continued at levels
sufflcjent to allow for the purchase of the Indicated quantity of serVIces;
Ii. If federal or state regulations or guidelines are modified, changed, or Interpreted In such oa way 0
that the services are no longer allowableo or appropriate for purchase under this contract or are
noolonger eligible for the funding Pmposed for payments authorized by this contrac;t; or
ili. If any license or certificate required by law or regulation to be heI(J by Contractor to provide the
services required by this contract Is for any reason denied, revoked, suspended, or not renewed.
o For Default or Breach.
I. Either City or Contractor may terminate this contract In the event of a breach of the contract by
the other. Prior to such termination the party seeking termination shall give to the other party
written notice of the breach and Intent to terminate. If the party committing the breach has not
entirely cured the breach within 15 days of the date of the notice, or within such other period as
the party giving th8 notICe mayoauthorlze or require, then the contract may be terminated at any
time thereafter by a written notice of termination by the party giving notice.
ii. TIme" of the eSsence for Contractor's performance of each and every obligation and duty under
this contract. City by written notice to Contractor of default or breach may at any time terminate
- the whole or any part of this contract if Contractor faBs to provide services called for by this
contract within the time specified herein or In any extension thereof.
iil. The ts and remedies of C Yided In this subsection d are not exclusive and are in
2007 Municipal Audt Contract Page 2 of 7
d.
.
addition to any other rights and remedies provided by law or under this contract.
e.' ObliaationlUabHitv of Parties. Termination or modification of this contract pursuant to subsections a, b, or
c above shall be' without prejudice to any obligations or liabilities of either party already accrued prior to such
termination or modification. However, upon receiving a notice of termination (regardless whether such notice is
given pursua.nt to subsections a, b, cord of this section, Contractor shall, immediately cease all activities under
this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination,
Contractor shall deliver to City all contract documents, Information, works-in-progress and other property that are
or would be dellverables had the contract been completed. 'CIty shaD pay Contractor for work performed prior to
the termination date if such work was performed in accordance with the Contract.
16. Independent Contractor Status: Contractor is an Independent contractor and not an employee of the City.
Contractor shall have the complete responsibility for the performance of this contract. Contractor shall provide ,
workers' compensation coverage -as required in ORS Ch 656 for all persons employed to perform woi'k pursuant to'
this contract. Contractor is a subject employer that will ~pIy with ORS 656.017.
17. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Contractor shall be fully responsible for the acts or omissions of any asSigns or Subcontractors and of all .
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.' ,
18. Default. 'The ContractorshaU be in default of this agreement if Contractor: . commits any material breach or default of
any covenant, warranty, 'certificatiorl, or obligation it owes under the Contract; ,its QRF status 'pursuant to the QRF
Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if .
Contractor has qUalified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted
against it an action for InSolvency; makes' a general assignment for the benefit of aeditors; or ceases doing business
'00 a regular basis of the type identified In its obligations under the Contract; or attempts to asslgn'rights in, or
delegate duties under, the Contract.
19. Insurance. Contractor shall at its 'own expense provide the following insura~:
a. Worker's eomDensation insurance'ln compliance with ORS 656.017, which requires subject employers to
Provide Oregon workers' compensation coverage for all their subject workers
b. . ProfesslonSl Liablitv insurance with a combined single limit. or the equivalent, of not less than $500,000,
for each claim, incident or occurrence. This Is to cover damages caused by error, omission or negligent acts
related to the professional services to be' provided under this cOntract. ,
c. Generalliabllitv insurance with a combined ,single limit, or the equival8nt, of not less than $500,000, for
each occurrence for BodDy Injury.and Property Damage. It shalllnclude,contraclualliabllity coverage for the
indemnity provided under this contract.
d. Automobile llabllitv Insurance with a combined single limit. or the equivalent, of not less than $500,000; ,
for each accident for Bodily Injury and Property Dam., Including coverage for owned, hired or non-owned
vehicles, as 'applicable.
e. Notice of cancellation or chanae. Th~e shall be nocanceUation, material change, reduction of limits or
intent not to renew the Insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to
theC~ ,
f~ AddltionallnsuredlCertifr.ates of Insurance. Contractor shall name The City of Ashland, Oregon, and its '
elected officials, officers and emplo~ as Additional Insureds on any insurance policies required herein but only
with respect to Contractor's services" to be provided under this Contract. As evlde~ of the insurance cov8rages
required by this Contract, the Contractor shall ~mish acceptable Insurance certificates prior to commencing work
under this contract. The certiflcate wlll'specify all Qf the parties who are Additional'lnsureds. Insuring companies
or entitles are subject to the City's acceptance. If requeSted, complete Copies of insurance policies; trust
agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent
deductlbfes, self-insured retentions and/or self-insuranCe. '
20. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws
of the'State of Oregon without reSQrt to any ,ju~lction'8 conflict of laws, rules or doctrines. Any claim, action, suit or .
proCeeding (coIl8ctlvely, ~e claim, between the City (and/or any other or department of the State of Oregon) and
the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within
' the Circuit Court of Jackson County for th8 State of Oregon. If, however, the claim must be brought in a federal
, forum, then it shall. be brought and conducted solely and exclusively within the Un~ States Disbict Court for the
District of Oregon filed In Jackson County, Oregon. Contractor, by the signature herein of its authorized
representative, hereby consents to the In personam Jurisdiction of said courts. In no event shall this section be
construed as a waiver by City of any form of defense Or Imml:'nity, based on the Eleventh Amendment to the United
States Constitution, or otherwise, from any claim or from the jurisdiction. .
21. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREE~ENT BETWEEN THE
' PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL .
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
2007 Municipal ~ Contract
Page 30f7
THE SPECIFIC PURPOSE GIVEN~ THERE ARE NO UNDERSTANDINGS, AGRE~MENTS~ OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.
'CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE" HEREBY ACKNOWLEDGES THAT
HE/SHE HA$ READ THIS CONTRACT, 'UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITiONs.
22. Nonapproprlatlons Claus.. Funds Available and Authorized: City has sufficient funds QJrrently available and
authorized for expenditure to finance the costs of this contract within the City's heal year, budget Contractor
understands and agrees that CitYs payment of amounts under this contract attributable to work performed after the
last day of the' QJrrent fiscal year Is contingent on City appropriations, or other expenditure authority st.ifflcient to allow
City in the exercise of its reasonabte administrative discretion, to continue to make payments under this contract. In
the event City has Insufftclent appropriations, limitations or other expenditure authority, City may terminate this
contract without penalty or IlabBity to City, effective upon the delivery of written notice to Contractor, with no further
liability to Contractor.
CertIftcatJon. Contractor shall s n the certification attached hereto as exhibit B and herein I
:O~ :I1YOF ASHLAND:
ature
TITLE
C/A-
DATE
CONTRACT AWARD AND FINDINGS DETERMINED BY:
By:
DATE'
~p
FederallQ#
9~-(j ~ ~C/Z,J
City ~t Head ,Date: ..s;
~ ~ Ii' t"" "~If}' 1J' ot:') ".:La
ACCOUNT # P ~6-, ~/ / / ,p d;. II?,,~ eJ f' /' ..;... 0
U (For City purposes only) ,
~ p-t!1 t!7 7 ~ iIG t;>
PURCHASE ORDER # ~, ~ iI? ePd1 t::J e:;J ~
*CompIeted W9 form must be submitted'with contract
2007 MUnicipal AudIt Contract
Page4of7
r.,
C!T't RECORDER
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
Page 1 / 1
VENDOR: 005746
PAULY ROGERS AND COMPANY.,P.C.
PO BOX 23684
PORTLAND, OR 97223
SHIP TO: Ashland Finance Deartment
(541) 488-5300
20 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Special Inst:
Req. No.:
Dept: ADMINISTRATIVE SERVICES
Contact: Cindy Hanks
Confirming? No
Municipal Audit Services FY 2008-2009
(Year 3 of initial 3 year contract)
Per attached fee arranQement worksheet
Request for Proposal
Contract for Municipal Audit Services
Contract terms: FY 2007, 2008, 2009
BeQinninQ date: February 20, 2007
Completion date: November 15, 2009
40,300.00
This contract may be extended an
additional two (2) years for a maximum
period of five (5) years.
POs to be issued annually
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
VENDOR COpy
A request fo'r a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
THIS REQUEST IS A:
o Change Order( existing PO #
Date of Request:
Required Date of Delivery/Service:
~ev
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
~~
SOLICITATION PROCESS
Small Procurement
o Less than $5,000
o Quotes (Optional)
Intermediate Procurement
o (3) Written Quotes
(Copies attached)
o Copy of contract attached
o Contract #
Invitation to Bid
(Copies on file)
Reauest for ProDOsal
(Copies on file)
Soeclall ExemDt
Written findings attached
Quote or Pro attached
Emeraencv
o Written findings attached
o Quote or Pro attached
Description of SERVICES
JU.J\ ~J '3 0; ~OD'i Autl.('
m lAniLipa1 AucLl+- W(/r(e~ ~V
o Per attached PROPOSAL D 9 -n~
Total Cost
Item # Quantity Unit
Description of MATERIALS
Unit Price
Total Cost
Project Number ______ - ___
Account Number] 1 Q .Q~ .tL 'f. . !2Q . ~_Q t.j J ~
t Items and services must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately.
o Per attached QUOTE
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request.
Employee Signature: ~ ~~~b Supervisor/Dept. Head Signature: ,(1../ .7;. if" d
G: Finance\Procedure\AP\Forms\8_Requisition form revised.doc
Updated on: 912212008