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HomeMy WebLinkAboutC2005-040 - 1/18/2005 - ApprovedGF Valdez, P.C. A Public Accounting Firm 5430 Holly Road, Suite 7 Corpus Christi, Texas 78411 Phone 361-991-1650 Fax 361-991-1655 Valdez, G F AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND GF VALDEZ, P.C. THIS AGREEMENT (the "Agreement"), made as of this 18 day of January 2005 is entered into by City of Corpus Christi (the CiD'). with a place of business at 1201 Leopard St., Corpus Christi, TX 78401 (the "City") and GF Valdez, P.C. with a place of business at 5430 Holly Road, Suite 7, Corpus Christi, Texas 78411, and is effective upon execution by the City Manager or his designee. The City desires to retain the services ofGF Valdez, P.C. and GF Valdez, P.C. desires to perform certain services for the City. In consideration of the mutual covenants and promises in the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Services. The parties confirm their understanding of the nature and limitations of the services GF Valdez, P.C. is to provide to the City of Corpus Ckristi. GF Valdez, P.C. will apply the agreed-upon procedures which the City has specified, listed in the attached Exhibit - B, for the period ending December 31, 2005 This engagement is solely to assist the City with performing a review and testing of their cash handling procedures at different City sites during 2005. GF Valdez, P.C.'s engagement to apply agreed-upon procedures will be conducted in accordance with attestation standards established by thc American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in the report. Consequently, GF Valdez, P.C. makes no representation regarding the sufficiency of the procedures described in the attached schedule either for the purpose for which this report has been requested or for any other purpose. If, for any reason, GF Valdez, P.C. is unable to complete the procedures, GF Valdez, P.C. will describe any restrictions on the performance of the procedures in our report, or will not issue a report as a result of this engagement. Because the agreed-upon procedures listed in the attached schedule do not constitute an exatnination, GF Valdez, P.C. will not express an opinion on the procedures performed. In addition, GF Valdez, P.C. has no obligation to perform any procedures beyond those listed in the attached Exhibit - B. During the Contract Period (as defined below), GF Valdez, P.C. shall not engage in any activity that has a conflict of interest with the City. 2. Term. This Agreement shall commence on date of execution by the City Manager and shall continue tkrough December 31, 2005 (such period, as it may be extended, is referred to as the "Contract Period"), unless earlier terminated in accordance with the provisions of Section 4. 3. Compensation. (a) Services and Expenses. GF Valdez, P.C. shall provide services at a range of $40 to $120 per hour inclusive of travel expenses for transportation, housing and meals. 2005-040 01/18/05 M2005-024 However, the total cost for all services provided by GF Valdez, P.C. under this Agreement shall not exceed forty thousand dollars ($40,000.00), including costs for travel and all other GF Valdez, P.C. expenses. Such compensation is to be payable 30 (thirty) days following receipt of an itemized invoice for services rendered for the previous semi-monthly (14 days) period. Each invoice must include signed time sheets for the invoice period. (b) No Benefits. GF Valdez, P.C. shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments or stock options, made available to employees of the City. 4. Termination. The City may, without prejudice to any right or remedy it may have due to any failure of GF Valdez, P.C. to perform his obligation under this Agreement, terminate the Contract Period upon thirty (30) days' prior written notice to GF Valdez, P.C.. In the event of any such termination, GF Valdez, P.C. shall be entitled to payment for services performed prior to the effective date of termination Such payments shall constitute full settlement of any and all claims of GF Valdez, P.C. of every description against the City. Upon such cancellation, GF Valdez, P.C. shall continue to perform the services hereunder through the effective date of termination and be owed all fees for services performed through the effective date of termination. 5. Cooperation. GF Valdez, P.C. shall use their best efforts in the performance of their obligations under this Agreement and provide personnel for the performance of the services who are duly qualified. The City shall provide such access to its information and property as may be reasonably required in order to permit GF Valdez, P.C. to perform their obligations hereunder. GF Valdez, P.C. shall cooperate with the City's personnel, shall not interfere with the conduct of the City's business and shall observe all rules, regulations and security requirements of the City concerning the safety of person and property and security of information. City management is responsible for management decisions and functions, and for designating a qualified management-level employee to oversee the agreed-upon procedures we provide. Management is responsible for evaluating adequacy and results of those services and accepting responsibility for such services. Management is responsible for establishing and maintaining internal controls, including monitoring ongoing activities. 6. Independent Contractor Status. GF Valdez, P.C. shall perform all services under this Agreement as an "independent contractor." and not as an employee or agent of the City. GF Valdez, P.C. is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the City or to bind the City in any manner. 7. Coramunications/Notices. GF Valdez, P.C. will submit a report listing the procedures performed and our findings. This report is intended solely for the use of the City of Corpus Christi, and should not be used by anyone other than these specified parties, unless disclosure is required under the Texas Public Information Act, Chapter 552, Texas Government Code. GF Valdez, P.C.'s report will contain a paragraph indicating that had GF Valdez, P.C. performed additional procedures, other matters might have come to GF Valdez, P.C.'s attention that would have been reported to the City. 2 All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above (and if to the City, marked to the attention of City Director of Financial Services; or if to GF Valdez, P.C., marked to the attention of Mr. Lupe Valdez), or at such other address or addresses as either party shall designate to the other in accordance with this Section 6. 8. Insurance. GF Valdez, P.C. agrees to comply with insurance requirements listed on the attached Exhibit - A 9. Subcontractors. GF Valdez, P.C. may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, GF Valdez, P.C. must obtain prior written approval from the City. In using subcontractors, GF Valdez, P.C. agrees to be responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of GF Valdez, P.C. All requirements set forth as part of this Agreement will be applicable to all subcontractor and their employees to the same extent as if GF Valdez, P.C. and its employees had performed the services. 10. Applicable Law. This Agreement is subject to all Federal laws and laws of the State of Texas. All duties of the parties will be performed in the City of Corpus Ckristi, Texas. The applicable law for any legal disputes arising out of this Agreement will be the law of Texas and such forum and venue for such disputes will be the appropriate district, county, or justice court in and for Nueces County, Texas. 11. Waiver. No waiver of any breach of any term, or condition of this Agreement, will be construed to waive any subsequent breach of the same. 12. Amendment. This Agreement may be amended only by ~vritten Agreement signed by duly authorized representatives of the parties hereto 13. Disclosure of Interests. GF Valdez, P.C. further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this Agreement, the Disclosure of Interest form attached as Exhibit - C to this Agreement. 14. Indemnification. GF Valdez, P.C. agrees to indemnify and save harmless the City, its agents, servants, and employees from any and all liabilities, claiTns, losses, damages, or expenses, including attorney's fees of third parties, resulting from GF Valdez, P.C.'s negligence or willful acts or omissions in performance of this Agreement. 15. Data Ownership. The City acknowledges that GF Valdez, P.C. is required to comply with the AICPA Code of Professional Conduct. Therefore, the City's acceptance of this engagement letter will serve as the City's advance consent to GF Valdez, P.C.'s compliance with the following commitments. The attest documentation for this engagement is the property of GF Valdez, P.C. and constitutes confidential information. However, GF Valdez, P.C. may be requested to make certain attest documentation available to City of Corpus Christi and certain 3 governmental regulators pursuant to authority given to it by law or regulation. If requested, access to such attest documentation will be provided under the supervision of GF Valdez, P.C. personnel. Furthermore, upon request, GF Valdez, P C. may provide copies of selected attest documentation to these regulators. '[he regulators may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. Any data, databases, or any other information will not be presented to any regulators without written notification to the City Manager or his designee However, the parties acknowledge that disclosure of data, databases, information, or attest documentation may be required under the Texas Public Information Act, Chapter 552, Texas Government Code. 16. Entire Agreement; interpretation. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Texas. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, provided that the obligations and rights of GF Valdez, P.C. are personal and shall not be assigned by him. 17. Miscellaneous. No delay or omission by the City in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the City on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. The captions used in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section hereof. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. IN WITNESS WHEREOF, the parties hereto have executed this Agree~nent as of the day and year first written above. City of Corpus Christi BY: Kt% . Noe City Manager GF Valdez, P.C. 1Guddalupe F. Valdez, Jr.z;'~/ Approved as to form this the By: Lisa Aguilar Assistant City Attorney for City Attorney Title: Date" day of January, 2005 EXHIBIT - A INSURANCE REQUIREMENTS GF VALDEZ, P.C.'S LIABILITY INSURANCE GF Valdez, P.C. must not commence work under this agreement until all insurance required herein have been obtained and the City has approved such insurance. OF Valdez, P.C. must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. GF Valdez, P.C. must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General and Automobile liability policies and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day written notice of cancellation, non-renewal, termination ur material change and 10 day written notice of cancellation for non-payment of premium is required on all certificates Bodily Injury and Property Damage Per occurrence aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises Operations 3. Products] Completed Operations Hazard 4. Contractual Liability $1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1. OWNED, NON-OWNED AND RENTED $1.000,000 COMBINED SINGLE LIMIT WORKERS COMPENSATION EMPLOYERS LIABILITY PROFESSIONAL LIABILITY including: Coverage provided must cover officers, directors, employees and agents I. ERRORS and OMISSIONS Which complies with the Texas Workers' Compensation Act and Section II of this exhibit $500,000/$500,000/$500,000 $1,000,000 COMBINED SINGLE LIMIT In the event of accidents of any kind, GF Valdez, P.C. must furnish the Risk Manager with copies of ail reports of such accidents within 10 days of any accident. GF Valdez, P.C. agreement ins. req. 1-17-05 ep Risk Mgmt. II. ADDITIONAL REQUIREMENTS Page 2 of 3 GF Valdez, P.C. must obtain workers' compensation coverage through a licensed insurance company obtained in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that ail workers' compensation obligation incurred by the GF Valdez, P.C. will be promptly met. A. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the General Liability policies and a blanket waiver of subrogation is required on all applicable policies. If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". In the alternative, verification of endorsement to the applicable policy is acceptable. * The name of the project must be listed under "Description of Operations" At a minimum, a 30-day written notice of cancellation, non-renewal termination or material change and a 10-day written notice of cancellation for non-payment of premium is required. If the Certificate of Insurance does not show on its face the existence of the coverage required by items 1.B (1)-(4), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B. (1)-(4) are included or excluded. GF Valdez, P.C. agreement ins. req. 1-17-05 ep Risk Mgmt. H:~LEG-DlR~Lisa\1000~January 17, 2005 - insurance requirements.doc EXHIBIT - B AGREED-UPON PROCEDURES following procedures will be performed at each site. Review and discuss cash physical controls with the site management and cash- handling employees. (Questionnaires will be tailored to fit each site) Determine through inquiry of management and other employees whether the department has written procedures for handling cash transactions with customers. Determine through inquiry of management and other employees what process is performed when the daily bank deposit is prepared. Determine that the process for posting daily accounting activity to the City's financial accounting system is performed consistently. Observe the process for collecting customer receipts and note physical control devices. Select cash drawers and vault cash, if applicable, and conduct surprise cash counts. Request that the person responsible for control over each cash fund be present during the count. Obtain the employee's signature after the count acknowledging receipt for the return of cash. Compare the totals on the daily deposits to the CPA's cash counts and reconcile any differences. Compare the totals of all the deposit slips to the amounts recorded on the City's accounting system for that day. Inquire about any differences. Inquire on any City policies regarding cash limits. Compare the limits to the amounts held by the department, if applicable. Inquire/observe if cash drawers are physically secured by keys. Determine who maintains custody and existence/control of spare keys. Inquire of the employees and read documentation noting how often deposits are verified. Note who performs deposit verifications, and how this is documented. Inquire and observe as to whether the vault cash, if applicable, is under dual control. EXHIBIT - B AGREED-UPON PROCEDURES (cont.} Obtain the prior day's bank deposit and obtain support that agrees to the amounts on the bank deposit slip Examine the supporting documentation for propriety. Review the cash drawers for stale items that have not been deposited. Inquire with management on these items, if any. We will perform the above procedures at the following locations by December 3 I, 2005. 1. Municipal Court 2. Solid Waste Office 3. Health Department 4 Scale House 5. Building 6. Animal Control 7. Airport 8. Police Administration 9. Police Records 10. Vehicle Pound 11. Central Caskiering l0 Cily of Co~ Christi E×h;bi+ - c CITY OF CORPUS CHRISTI DISCLOSURE OF [NTEREST -' _c17112 City oFCorpu$ Chilli Oroman,~ , as amended, requh'cs all persons or finns se'eking to do bu,qne,_~ with the City to provide Ihe following irfformatJou Eve'c/t]uesllon lnust be ansx,,ered.. Il'the quest/on is not applicable, answer with NA. See reverse side for defmiti,ms. COMPANYNAME: (~f. f~[I/'.~¢'L, P. O. BOX: F[I:LM iS I Coq:r,tation (~') 2 partaerstap { ) 3 Sole O'Jmer ( 4. Ass. ocialion ( ) 5 Other ( ) ff additinnal space ks nccmsao, please use tl~e reverse side t_,t thi~ page or attach separate sheet. I State the atones of"each employee" of the City of Corpus C~isti having an "ownership interest" constituting 3% or more of the ovmership ia the above named "firm". Name .lob Title and City Department (if knov, m) 2 Slal¢ thc nam~ of each -'official" (,f the Cily o£Corp~s Ck~sti having an "ownership interest" constituting 3?4 or more of the ownership in the above named Name Title 3. State he names of r~ch board t~,cmbcr . [he Ct y cl Corpt s ClLristi lm',~ng an "ownership i,~tca'cst" consfitming 3 % o! more of thc oral,ship in Ih¢ abo'~c ~;amcd "fi~ afl Do&rd. Commissio ], or Committee 4. Shale fl:e names of each employer or officer ora "consultanl" [or thc City o£Corp~ Christi who worked on any m2lter related to Ihe s bject of th s con tact and I t~ an 0xsmersh~p interest constituting 3 % or more of the ovmership in the above named "lin'o". CERI'IFICATE I certify that all mt'ormalian provided Lq h UC and correct os of the date of this stutement, [hal I hove not knowingly wi[hhe[d disclosure of any mlbrmation reqxcstcd; and [hal supplemenlul sro_tomcats will be promptly submiltcd ~o the City of Corpu_~ Chrisli, Texas a~ changes occur Cerlil'ymgPe:'soa: ~O~pd oldev flte3, de 4 DEFINITIONS "Doard xnember." A me.m'cn.-i' o F any board, com.mossion, or conm]~fil~ appoint~CJ by II~ City Cmmcil of the City of Corpus Christi, Texas. "Employee." Any lx"rson employed by the CiD' of Corpus Ch6sti, l'cxas either on a ~ull or part-that basis, but nol as an indep~nder t c~mtractor "Firm." Any cntity operated for economic gain, whc~zr professional. Ludusmal ct comm*rcial, and whether establish~ to produce ~r deal with a product or sc'Trace, including but 0.ut lm,~ited to, enlities operated m the fora,, of sole prupnetorship, as sell'employed l:~r~oo, partnership, corporalion, jul.ut stock company, jomt venture, receivership or Lrust, and entities wllich far puq~ses o£taxatior~ are treated as non- profil tn-gani:za finns. "©Pficial." The Mayor, me~r, ber~ oft.he Cily CounciL, ( 'ii y Manager. l)oputy City Manage. Assistm~_l City Manages, Dej:~arimenl and Division Hands, m~d Municipal Co~rt ludgcs o*' thc Cib/of Co,ms Chris, i, Texas. "Ownership Im~est." Legal or equitable interest, whether actually or constructively held, m a fa-m, i~¢ludmg when such inleres: i~ held tl:u'ough an agenl, Ira~t, estate, o~r holding entity "Constructively held" rei'e~s to }:oldmgs or control establtshed flu ou.~ voting Lrusts, proxies, or special l~ns ofve~ture or partnership agreements "Consulta~'~t." .amypersonorlh~m, suchascngh~eetsn~,d,~rchdtx:L%hholhy',hcCityol'Cocl~sChrisufor ~he pUrl~SC o1' prol'cssioual consultation a~d r~cmmnandation.