HomeMy WebLinkAboutR-2006-119 Brent Young, CPA , AgreementRESOLUTION NO. R-2006-119
A RESOLUTION authorizing the City Manager of the City of Yakima to execute a
Professional Services Agreement with Brent Young, CPA, for a review of
financial and other business records of the Yakima Police Athletic
League (YPAL).
WHEREAS, the City desires assistance in reviewing certain financial and other reports,
operating practices, and internal controls of the Yakima Police Athletic League (YPAL)
organization; and
WHEREAS, the Yakima Police Athletic League Board of Directors has indicated
support for such a review to be performed; and
WHEREAS, Mr. Brent Young, CPA, has the experience necessary to perform such
services and is willing to do so in accordance with the terms and conditions of the attached
Professional Services Agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
contract with Mr. Young for financial review services in accordance with the attached
Professional Services Agreement, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute
the attached and incorporated "Professional Services Agreement" with Brent Young, CPA for a
review of financial and other business records of the Yakima Police Athletic League (YPAL).
ADOPTED BY THE CITY COUNCIL this 15t day of _• ust, 2006.
ATTEST: David Edler, ayor
City Clerk
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into by and
between the City of Yakima, a municipal corporation of the State of Washington, herein
referred to as the "City" and Mr. Brent Young, CPA, herein referred to as "Consultant".
WHEREAS, the City desires assistance in reviewing certain financial and other reports,
operating practices, and internal controls of the Yakima Police Athletic League (YPAL)
organization.
WHEREAS, the YPAL Board of Directors has indicated support for such a review to be
performed.
WHEREAS, the Consultant has the experience and expertise necessary to provide said
services, and is willing to provide said services in accordance with the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and Consultant as follows:
1. Services. The Consultant shall provide the City with the services as described in
Exhibit A and Exhibit B to this Agreement, attached hereto and incorporated herein by this
reference.
2. Consideration. As consideration for the work, tasks, and services performed by
Consultant, the City agrees to compensate the Consultant in accordance with Exhibit A and
Exhibit B for the services listed therein. In addition, the following terms and conditions shall
apply:
a. Payment for Compensation. The Consultant shall provide the City with an itemized
invoice no later than thirty (30) days after services are performed. The City shall
make payment to the Consultant within thirty (30) calendar days upon receipt of
each invoice. Said payment is expressly conditioned upon the Consultant providing
services hereunder which are satisfactory to the City.
b. Payment in the Event of Termination. In the event that either party terminates this
Agreement under Section 18, the Consultant shall be compensated for all
satisfactory services provided to the City under this Agreement up to the effective
termination date.
3. Term. This Agreement shall commence upon execution by the parties hereto and shall
terminate at the time of satisfactory completion of all services/tasks required hereunder, unless
the Agreement is earlier terminated by either party in accordance with Section 18 of this
Agreement. Consultant shall proceed in a timely and diligent manner. Consultant shall not be
responsible for any delays that could not have been reasonably foreseen by the parties at the
time this Agreement was executed.
4. Status of Consultant. Consultant and the City understand and expressly agree that
Consultant is an independent contractor in the performance of each and every part of this
Agreement. Consultant, as an independent contractor, assumes the entire responsibility for
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carrying out and accomplishing the services required under this Agreement. Additionally, and
as an independent contractor, Consultant, its officers, agents and employees shall make no
claim of City employment nor shall claim against the City any related employment benefits,
social security, and/or retirement benefits. Nothing contained herein shall be interpreted as
creating a relationship of servant, employee, partnership or agency between Consultant or any
officer, employee or agent of Consultant and the City.
5. Right to inspect and/or Audit. Consultant shall maintain records and documents
necessary to assure its compliance with all the terms and conditions of this Agreement and the
proper accounting of all funds paid to Consultant pursuant to this Agreement. To the fullest
extent permitted by law, the City or any of its duly authorized representatives shall have a right
to access such records and documents for the purpose of making an inspection, audit and/or
copies. All such records and documents shall be retained and available for inspection, audit
and copying by the City during the term of this Agreement and for a period of three (3) years
following the termination of this Agreement. In the event that any such inspection or audit
identifies any discrepancy in the accounting of funds paid to Consultant or the performance of
services rendered under this Agreement, Consultant shall provide the City with appropriate
written clarification and, if necessary, financial adjustment within thirty (30) calendar days of
notification from the City of the discrepancy.
6. Warranty. Contractor warrants that all services provided hereunder shall be furnished
in a manner consistent with industry standards and the level of professional skill generally
acceptable in the industry with regard to the services of this kind.
7. Taxes and Assessments. Consultant shall be solely responsible for compensating its
officers, agents and employees and for paying all related taxes, deductions, and assessments,
including but not limited to, federal income tax, FICA, social security tax, assessments for
unemployment and industrial injury, and other deductions from income which may be required
by law or assessed against either party as a result of this Agreement. In the event the City is
assessed a tax or assessment as a result of this Agreement, Consultant shall pay the same
before it becomes due.
8. Nondiscrimination Provision. During the performance of this Agreement, Consultant
shall not discriminate in violation of any applicable federal, state and/or local law or regulation
on the basis of race, color, sex, religion, national origin, creed, marital status, political
affiliation, the presence of any sensory, mental or physical disability, or any other legally
protected status. This provision shall include but not be limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or
other forms of compensation, selection for training, and the provision of services under this
Agreement.
9. The Americans With Disabilities Act. Consultant agrees to comply with the
Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its
implementing regulations, and Washington State's anti -discrimination law as contained in
RCW Chapter 49.60 and its implementing regulations. The ADA provides comprehensive civil
rights to individuals with disabilities in the area of employment, public accommodations, state
and local govemment services, and telecommunications.
10. Compliance With Law. Consultant agrees to perform those services under and
pursuant to this Agreement in full compliance with any and all applicable laws, rules, and
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regulations adopted or promulgated by any governmental agency or regulatory body, whether
federal, state, local, or otherwise.
11. No Insurance. It is understood the City does not maintain liability insurance for
Consultant, its officers, agents and/or employees.
12. Indemnification. Consultant agrees to protect, defend, indemnify, and hold harmless
the City, its agents, officers, employees, volunteers, and elected officials from any and all
claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and
costs and expenses (including attorneys' fees and disbursements) arising directly or indirectly
from or out of, relating to, or in any way connected with activities undertaken by the Consultant
pursuant to this Agreement.
13. Insurance Provided by Consultant.
A. The Consultant shall purchase from and maintain in a company or companies
lawfully authorized and admitted to do business in the State of Washington
possessing a Best's policyholder's rating of A- or better and a financial rating of no
Tess than VII, and reasonably acceptable to the City, insurance as provided below.
This insurance will name the City of Yakima, its elected officials, officers, agents,
and employees as additional insureds for work performed under this Agreement; the
Consultant's policy shall be designated primary coverage for both defense and
indemnity, and any City policies or self insurance funds shall be excess.
(1) Comprehensive Automobile Liability, Bodily Injury and Property Damage
Combined Single Limit of at least $1,000,000.00. Automobile liability will apply to
"Any Auto" and be shown on the certificate.
(2) Professional liability (errors and omissions) coverage of at least $1,000,000.00
shall be maintained. If the policy is on a claims made basis, the retroactive date
of the insurance policy shall be on or before August 1, 2006, or shall provide full
prior acts.
B. The insurance required by Subparagraph A shall be written for not Tess than limits of
liability specified in this Agreement or required by law, whichever coverage is
greater. Coverages, written on an occurrence basis, shall be maintained without
interruption from date of commencement of the work until date of final payment and
termination of any coverage required to be maintained after final payment.
Completed operations coverage shall remain in force for three years after
termination.
C. Before commencing work or exposure to loss can occur, and, in any event, as a
condition of the City executing this Agreement, the Consultant shall furnish the City
with a copy of the applicable insurance required by this Agreement. If the
Agreement is executed, no payments will be due until all such Certificates are
furnished. All policies and certificates must be signed copies and shall contain a
provision that coverages afforded under the policies cannot be materially altered
(i.e., the coverages reduced, the limits decreased, or the additional insureds
removed), allowed to expire, or canceled without first giving at least thirty (30) days'
prior written notice by certified mail to the City (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or liability of any
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kind upon the company" shall be crossed out and initialed by the insurance agent).
The Consultant shall fumish to the City copies of any subsequently issued
endorsements amending, modifying, altering, or restricting coverage of limits.
D. The City's specification or approval of the insurance in this Agreement or of its
amount shall not relieve or decrease the liability of the Consultant. Coverages are
the minimum to be provided and are not limitations of liability under this Agreement,
indemnification, or applicable law provisions. The Consultant may, at its expense,
purchase larger coverage amounts.
E. The Consultant shall ensure and require that Subcontractors of any tier have
insurance coverage to cover bodily injury and property damage on all operations and
all vehicles owned or operated by Subcontractors of any tier.
F. If the City is damaged by the failure of the Consultant to maintain any of the above
insurance or to so notify the City, then the Consultant shall bear all costs attributable
thereto.
14. Delegation of Professional Services. The services provided for herein shall be
performed by Consultant, and no person other than regular associates or employees of
Consultant shall be engaged upon such work or services except upon written approval of the
City.
15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be
assigned or transferred in whole or in part by Consultant to any other person or entity without
the prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of
Consultant stated herein.
16. Non -Waiver. The waiver by Consultant or the City of the breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver of any
subsequent breach by either party or prevent either party thereafter enforcing any such
provision.
17. Severability. If any portion of this Agreement is changed per mutual agreement or any
portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
18. Termination. Either party may terminate this Agreement, with or without cause, by
giving the other party ten (10) days prior written notice of termination.
19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing
and sent or hand delivered to the parties to their addresses as follows:
TO CITY:
City of Yakima — Attn: City Manager
129 North Second Street
Yakima, WA 98901
TO CONSULTANT: Mr. Brent Young, CPA
5704 Walla Walla Lane
Yakima, WA 98903
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or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered.
Such notices shall be deemed effective when mailed or hand delivered at the addresses
specified above.
20. Integration and Supersession. This Agreement sets forth all of the terms, conditions,
and agreements of the parties relative to the subject matter hereof and supersedes any and all
such former agreements which are hereby declared terminated and of no further force and
effect. There are no terms, conditions, or agreements with respect thereto, except as herein
provided and no amendment or modification of this Agreement shall be effective unless
reduced to writing and executed by the parties.
21. Survival. Any provision of this Agreement that imposes an obligation after termination
or expiration of this Agreement shall survive the term or expiration of this agreement and shall
be binding on the parties to this Agreement.
22. Governing Law. This Agreement shall be govemed by and construed in accordance
with the laws of the State of Washington.
23. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
By: ���-�
R. A. Zais, J . City Manager
Date:
ATTEST:
7-1-& " City Clerk
City Contract No. OD(- 7
gesailt.-hoA)
BRENT YOUNG
By:
Brent Youn
Date: - Z Z
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EXHIBIT A
SCOPE OF AND COMPENSATION FOR ENGAGEMENT SERVICES —
FINANCIAL STATEMENT REVIEW
Consultant will review the statement of financial position of the Yakima Association of Police
Athletic/Activities Leagues, Inc. (YPAL) as of December 31, 2003, December 31, 2004,
December 31, 2005, and July 31, 2006 and the related statements of activities and cash flows,
for the years then ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public Accountants.
Consultant's review will consist primarily of inquiries of YPAL personnel and analytical
procedures applied to financial data, and will require a representation letter from YPAL. A
review does not contemplate obtaining an understanding of the intemal control or assessing
control risk, tests of accounting records and responses to inquiries by obtaining corroborating
evidential matter, and certain other procedures ordinarily performed during an audit. Thus, a
review does not guarantee that Consultant will become aware of all significant matters that
would be disclosed in an audit. His engagement cannot be relied upon exclusively to disclose
errors, fraud, or illegal acts that may exist. However, he will inform the City of any material
errors and any evidence or information that comes to his attention during the performance of
his review procedures, that fraud may have occurred. In addition, Consultant will report any
evidence or information that comes to his attention during the performance of his review
procedures regarding illegal acts that may have occurred, unless they are clearly
inconsequential.
Consultant has no responsibility to identify significant deficiencies or material weaknesses in
intemal control as part of this engagement; however, if such is found, Consultant will report it
to the City immediately and will adjust/expand his work procedures under Exhibit B
accordingly. Consultant will not perform an audit of such financial statements, the objective of
which is the expression of an opinion regarding the financial statements taken as a whole, and,
accordingly, he will not express such an opinion on them.
Consultant's report on the financial statements is presently expected to read as follows:
We have reviewed the accompanying statement of financial position of the Yakima
Association of Police Athletic/Activities Leagues, Inc. (YPAL) as of December 31,
2003, December 31, 2004, December 31, 2005, and July 31, 2006 and the related
statements of activities and cash flows for the years then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in these
financial statements is the representation of the management of YPAL.
A review consists principally of inquiries of YPAL personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit in accordance
with generally accepted auditing standards, the objective of which is the expression of
an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in conformity
with generally accepted accounting principles.
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If, for any reason, Consultant is unable to complete his review of YPAL financial statements,
he will not issue a report on such statements as a result of this engagement.
Consultant's fees for this engagement are $89.00 per hour. Consultant estimates that his fees
for these services will range from $5,000.00 to $7,000.00 for the review. The City will also be
billed for out-of-pocket costs such as report production, word processing, postage, travel, etc.
Additional expenses are estimated to be $300. The fee estimate is based on anticipated
cooperation from personnel and the assumption that unexpected circumstances will not be
encountered during the work performed.
If the actual cost of providing these services exceeds $7,500.00, Consultant will prepare a
change order, which must be approved by the City Manager before any additional payments
will be made.
If Consultant, as a result of his work pursuant to this Agreement, has reason to suspect that
illegal and/or fraudulent activities may have taken place, Consultant will bring such information
to the City's attention immediately.
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EXHIBIT B
SCOPE OF AND COMPENSATION FOR ENGAGEMENT SERVICES —
INTERNAL CONTROL REVIEW
Consultant will apply the agreed-upon scope of work that the City has specified, listed below,
for the period of January 1, 2003 through July 31, 2006. This engagement is solely to assist
with the improvement of internal controls over the accounting and reporting of financial
information and to assist in determining if expenditures were proper, for the above period, as a
result of the agreed-upon scope of work.
Consultant's engagement to apply the agreed-upon scope of work will be conducted in
accordance with attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the responsibility of those parties
specified in the report. Consequently, Consultant makes no representation regarding the
sufficiency of the scope of work 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, he is unable
to complete the scope of work, he will describe any restrictions on the performance of the
scope of work in his report or will not issue a report as a result of this engagement.
Because the agreed-upon scope of work listed in the attached schedule do not constitute an
examination, Consultant will not express an opinion on the financial statements of YPAL or the
sufficiency of their internal controls. In addition, he has no obligation to perform any work
beyond that listed in the attached schedule. He will submit a report listing the work performed
and his findings. This report is intended solely for the use of the City. His report will contain a
paragraph indicating that had he performed additional scope of work, other matters might have
come to his attention that would have been reported to you.
Consultant plans to begin his work on approximately August 16, 2006 and, unless
unforeseeable problems are encountered, the engagement should be completed by November
30, 2006. At the conclusion of his engagement, Consultant will require a representation letter
from YPAL that, among other things, will confirm management's responsibility for the
accounting and reporting functions, and the related internal controls of YPAL in accordance
with the agreed upon scope of work attached.
Consultant's fees for this engagement are $89.00 per hour. He estimates that his fees for
these services will range from $2,400.00 to $4,500.00. The City will also be billed for travel
and other out-of-pocket costs such as report production, typing, postage, etc. Additional
expenses are estimated to be $300. The fee estimate is based on anticipated cooperation
from personnel and the assumption that unexpected circumstances will not be encountered
during the engagement. If significant additional time is necessary, Consultant will discuss it
with the City and arrive at a new fee estimate before any additional costs are incurred.
Consultant will prepare a change order should this occur, and this must be approved by the
City Manager before any additional payments will be made.
In accordance with Consultant's policies, work may be suspended if the City's account
becomes 60 or more overdue and will not be resumed until the account is paid in full. If
Consultant elects to terminate services for nonpayment, Consultant 's engagement will be
deemed to have been completed upon written notification of termination even if he has not
completed the report. The City will be obligated to compensate Consultant for all time
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expended and to reimburse Consultant for all out -or -pocket expenditures through the date of
termination.
AGREED UPON SCOPE OF WORK
1. Review YPAL bylaws
2. Review YPAL board meeting minutes.
3 Examine receipts and disbursements of any/all funds to or from YPAL, including but not
limited to cash, checking, savings and similar type accounts, as may exist, and:
a. Report on whether or not documentation exists to determine the purpose of the
expenditures.
b. Report on whether or not documentation exists to determine if all expenditures
were properly authorized by the Board of Directors.
c. Report on whether or not documentation exists to determine if expenditures
funded by the PAL national grant were in accordance with the terms of the
grant.
d. Identify those disbursements that do not contain sufficient documentation for
items a, b, and c, above, and present them to YPAL in spreadsheet form so
they may determine if such expenditures were suspicious in nature or were
otherwise proper or improper.
e. Summarize and report on the purpose of those expenditures where
documentation exists and present them to YPAL in spreadsheet form so they
may determine if those expenditures were suspicious in nature or were
otherwise proper or improper.
f. Submit a report to the City which includes the information prepared above and
the responses received from YPAL related thereto.
4. Review the internal controls (or lack thereof) over the receipt and disbursement of
YPAL funds and submit a report to the City that identifies internal control weaknesses
and makes recommendations for improvements.
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 4` I l
For Meeting of August 15' 2006
ITEM TITLE: Consideration of a Resolution to execute a Professional Services Agreement
with Brent Young, CPA, for a review of the financial and other business
records of the Yakima Police Athletic League (YPAL)
SUBMITTED BY: Chief Sam Granato
Captain Rod Light
CONTACT PERSON/TELEPHONE: Chief Granato-5756211
Captain Rod Light -576-6393
SUMMARY EXPLANATION: The City of Yakima desires assistance in reviewing the
certain financial and other reports, operating practices, and internal controls of the Yakima
Police Athletic League (YPAL). Mr. Brent Young, CPA, has the experience necessary to
perform such services and is willing to do so in accordance with the terms and conditions
of the attached Professional Services Agreement. Cost of this contract is $89 per hour plus
expenses, and should not exceed $5,000.
Resolution X Ordinance Contract X Other (Specify)
Funding Source Police Dept. Budget (Professional Services)
APPROVED FOR SUBMITTAL: --''`.--
Manager
Mana er
STAFF RECOMMENDATION: It is recommended that the Council adopt the resolution
regarding the Professional Services Agreement with Brent Young CPA.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2006-119