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HomeMy WebLinkAbout2006 CON Mayer Hoffman McCann - 1st Amendment AuditingCity of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 May 4,2006 Mr. Michael Harrison Mayer Hoffman McCann, P.C. 2301 Dupont Drive,Suite 200 Irvine, CA 92612 Project: National City — Independent Auditing Services, Resolution No. 2006-52. Dear Mr. Harrison: On March 21, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006-52, executing a First Amendment to the Agreement, and authorizing an assignment of the Agreement from Conrad and Associates, L.L.P. to Mayer, Hoffman McCann, P.C. We are, pleased to enclose one fully executed original Agreement and one certified copy of the Resolution for your records. Sincerely, Michael R. Dalia City Clerk MRD Enclosure File C2004-20 ® Recycled Paper RESOLUTION NO. 2006 — 52 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO AGREEMENT FOR INDEPENDENT AUDITING SERVICES WITH MAYER HOFFMAN MCCANN, P.C. WHEREAS, on or about March 23, 2004, the City entered into an Agreement for Independent Auditing Services with Conrad and Associates, L.L.P. for independent audit services to the City; and WHEREAS, the City has received a request to approve an assignment of the Agreement from Conrad and Associates, L.L.P. to Mayer Hoffman McCann, P.C., the successor in interest to Conrad and Associates, L.L.P. In connection with the request for assignment, Mayer Hoffman McCann, P.C. represents as follows: • At the execution of the Agreement, Conrad and Associates was organized and doingbusiness as a Limited Liability Partnership; • Since the execution of the Agreement, Conrad and Associates has changed the form of doing business without other substantive change to its capabilities and resources, and has merged into another legal entity entitled Mayer Hoffman McCann, P.C.; and • Conrad and Associates seeks to assign its rights under the Agreement to Mayer Hoffman McCann, P.C. which desires to succeed to all of Conrad and Associates' rights and responsibilities under' the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City authorizes the Mayor to execute a First Amendment to Agreement for Independent Auditing Services with Conrad and Associates, L.L.P. Said First Amendment to Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 21' day of March 2006. ATTEST: 4 Mic ael R. Della, ty Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on March 21, 2006, by the following vote, to -wit: Ayes: Councilmembers Inzunza, Morrison, Natividad, Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California Nv City Cerk of the City oVNational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-52 of the City of National City, California, passed and adopted by the Council of said City on March 21, 2006. City Clerk of the City of National City, California By: Deputy FIRST AMENDMENT TO AGREEMENT FOR INDEPENDENT AUDITING SERVICES This First Amendment to Agreement for Independent Auditing Services ("First Amendment") is entered into on this 21st day of March, 2006 ("Execution Date"), by and between the City of National City ("City"), on the one hand, and Conrad and Associates, L.L.P. ("Contractor") and Mayer Hoffman McCann, P.C., the successor in interest to Conrad and Associates, L.L.P. ("Successor Contractor"), on the other hand, with regard to the following: RECITALS: WHEREAS, on or about the 23rd of March, 2004, City entered into an Agreement for Independent Auditing Services ("Original Contract") with Conrad and Associates, L.L.P. ("Contractor") for independent audit service to City. WHEREAS, the City has received a request to approve an assignment of the Original Contract from Conrad and Associates, L.L.P to Mayer Hoffman McCann, P.C., the successor in interest to Contractor. In connection with the request for assignment, Mayer Hoffman McCann, P.C. represents as follows: At the execution of the Original Contract, Contractor was organized and doing business as a Limited Liability Partnership; ii. Since the execution of the Original Contract, Contractor has changed the form of doing business without other substantive change to its capabilities and resources, and has merged into another legal entity entitled Mayer Hoffman McCann, P.C.; and Contractor seeks to assign its rights under the Original Contract to Successor Contractor, and Successor Contractor desires to succeed to all of Contractor's rights and responsibilities under the Original Contract. NOW THEREFORE it is mutually agreed upon by and between the undersigned parties as follows: SECTION 1. RECITALS. The terms of the Recitals are incorporated herein by reference as a term of this First Modification. -1- SECTION 2. CONSENT TO ASSIGNMENT. Based upon the representations made by Contractor and Successor Contractor, the City hereby approves the assignment of this Agreement from Contractor to Successor Contractor, effective from the Execution Date. Effective from the Execution Date, Successor Contractor shall assume all of the rights and obligations under the Original Contract. Accordingly, all references to Conrad and Associates, L.L.P in the Original Contract and exhibits thereto are hereby replaced and superceded by Mayer Hoffman McCann, P.C. SECTION 3. INDEMNIFICATION. Successor Contractor shall defend, indemnify, and save harmless City and elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses, (including attorney and expert witness fees), arising from or connected with Contractor's or Successor Contractor's acts or omissions arising from the Original Contract, including this First Modification. SECTION 4. FULL FORCE AND EFFECT. Except as expressly modified herein, all other terms and conditions of the Original Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by its duly authorized representatives on the day and year first written above. ATTEST: By: APPROVED AS TO FORM: By: City Attorney CITY OF NATIONAL CITY a California municipal corporation Ely By: Chris Z City Ma N i cn2'Gna,`Mayor -2- CONRAD AND ASSOCIATES, L.L.P. (CONTRACTOR) MICHAEL A. HARRISON Partner MAYER HOFFMAN McCANN, P.C. (SUCCESSOR CONTRACTOR) 43-1947695 By (4 A 4..1 i,471-144 a-i-, Michael A. Harrison, Shareholder 2301 Dupont Drive, Suite 200 Irvine, CA 92612 - 3 - MUTUAL INBUNANCE COMPANY The CPAs' Insurance Company 1235 Radio Road. Redwood City, CA 04065-1217 650.602.2500 / 800.652.1772 fax! 650.802.2700 / 886.4-CAMICO (422-5426( www.camico.cem CERTIFICATE OF INSURANCE Date: December 25, 2005 To: City of National City 1243 National City Blvd National City, Ca 9I950 Attn: Chris Zapata Re: Mayer Hoffrnan McCann, P.C. 11440 Tomahawk Creek Parkway Leawood, KS 66211 Policy No.: ICSL103721-01 This is to certify that as of the date hereof a CAMICO policy of accountants professional liability insurance insuring Maver Hoffman McCann., P.C. as the Named Insured is in effect. The policy period of such policy is 12/31/2005 to 12/31/2006 and the per claim/aggregate limits of liability thereunder are $5,000,000.00 / $5,000,000.00 respectively. Such insurance is subject to cancellation as provided in the policy and to non -renewal by the Company or by the Named Insured. Coverage is subject to all the terms and conditions of the policy. Should any of the above described policies be cancelled before the expiration date thereof, CAMICO will mail 30 days written notice to the certificate holder. CAM1CO MUTUAL INSURANCE COMPANY BY Ric Rosario Vice President of Risk Management CRT-2005-LET (rev. 07/05) lient#: 502 ACORD,,, CERTIFICATE OF LIABILITY INSURANCE DATE(AIM/DC/MN) 12/23/05 PRODUCER CBIZ-Falrfax 9302 Lee Highway Suite 200 Fairfax, VA 22031 703 654-6300 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Mayer Hoffman McCann P.C. 11440 TOMAHAWK CREEK PARKWAY LEAWOOD, KS 66211 INSURER A: Hartford Insurance INSURERS: Hartford Insurance INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD L NSRC TYPE OF INSURANCE POUCY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYI POLICY EXPIRATION DATE (MM/DDNYI UMITS A GENERALUABIUTY X COMMERCIAL GENERAL LIABILITY 42SBABU2483 09/01/05 09/01/06 EACH OCCURRENCE $1,000,000 PREMISES TOoccurrence) $300,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $1 Q,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE U MIT APPLIES PER PRODUCTS - COMP/OP AGG $2,000,000 POLICY II JECT n LOC A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 42SBABU2483 09/01/05 09/01/06 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLALIABILITY CLAIMS MADE RETENTION $ 10000 42SBABU2483 09/01/05 09/01/06 EACH OCCURRENCE $2,000,000 ilOCCUR AGGREGATE $2,000,000 $ HDEDUCTIBLE $ X $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below 42WECGQ8911 09/01/05 09/01/06 WCSTATU- OTH- TORY LIMITS ER EL EACH ACCIDENT $1,000,000 $1,000,000 E.L DISEASE - EA EMPLOYEE E.L DISEASE - POLICY UMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is an Additional Insured with respects to General Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION City of National City Chris Zapata 1243 Natinal City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 'In DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE BIZ Benefits & Insurance Services ACORD 25 (2001/08) 1 of 2 #M181306 OCW © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001I08) 2 of 2 #M181306 C2004-20 April 20, 2004 Reso No: 2004-65 Contract Term: Expires: CONTRACTS 2004- TO AWARD INDEPENDENT AUDITING SERVICES OF THE CITY AND CDC TO CONRAD & ASSOCIATES FOR FISCAL YEARS JUNE 30, 2004 TO 2007 CONTINUED ON NEXT PAGE City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE March 21, 2006 AGENDA ITEM NO. ITEM TITLE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO AGREEMENT FOR INDEPENDENT AUDITING SERVICES WITH M.AYER HOFFMAN MCCANN, P.C. PREPARED BY EXPLANATION George H. Eiser, III DEPARTMENT Ext. 4221 City Attorney On March 23, 2004, the City entered into an Agreement for Independent Auditing Services with Conrad and Associates, L.L.P. Subsequent to the execution of the Agreement, Conrad and Associates changed their form of doing business and merged into another legal entity known as Mayer Hoffman McCann, L.L.P. Conrad and Associates has requested that the City consent to an assignment of its rights under the Agreement to Mayer Hoffman McCann, L.L.P. by approving a First Amendment to Agreement. The proposed resolution would grant that approval. Environmental Review Financial Statement N/A >STAFF RECOMMENDATION Adopt resolution. X N/A Account No. BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below ) Resolution First Amendment to Agreement Resolution No. A-200 (9/80) RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO AGREEMENT FOR INDEPENDENT AUDITING SERVICES WITH MAYER HOFFMAN MCCANN, P.C. WHEREAS, on or about March 23, 2004, the City entered into an Agreement for Independent Auditing Services with Conrad and Associates, L.L.P. for independent audit services to the City; and WHEREAS, the City has received a request to approve an assignment of the Agreement from Conrad and Associates, L.L.P. to Mayer Hoffman McCann, P.C., the successor in interest to Conrad and Associates, L.L.P. In connection with the request for assignment, Mayer Hoffman McCann, P.C. represents as follows: • At the execution of the Agreement, Conrad and Associates was organized and doing business as a Limited Liability Partnership; • Since the execution of the Agreement, Conrad and Associates has changed the form of doing business without other substantive change to its capabilities and resources, and has merged into another legal entity entitled Mayer Hoffman McCann, P.C.; and • Conrad and Associates seeks to assign its rights under the Agreement to Mayer Hoffman McCann, P.C. which desires to succeed to all of Conrad and Associates' rights and responsibilities under the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City authorizes the Mayor to execute a First Amendment to Agreement for Independent Auditing Services with Conrad and Associates, L.L.P. Said First Amendment to Agreement is on file in the office of the City Clerk. PASSED AND ADOPTED this 21st day of March 2006. Nick Inzunza, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney FIRST AMENDMENT TO AGREEMENT FOR INDEPENDENT AUDITING SERVICES This First Amendment to Agreement for Independent Auditing Services ("First Amendment") is entered into on this _ day of March, 2006 ("Execution Date"), by and between the City of National City ("City"), on the one hand, and Conrad and Associates, L.L.P. ("Contractor") and Mayer Hoffman McCann, P.C., the successor in interest to Conrad and Associates, L.L.P. ("Successor Contractor"), on the other hand, with regard to the following: RECITALS: WHEREAS, on or about the 23rd of March, 2004, City entered into an Agreement for Independent Auditing Services ("Original Contract") with Conrad and Associates, L.L.P. ("Contractor") for independent audit service to City. WHEREAS, the City has received a request to approve an assignment of the Original Contract from Conrad and Associates, L.L.P to Mayer Hoffman McCann, P.C., the successor in interest to Contractor. In connection with the request for assig;nMent, Mayer Hoffman McCann, P.C. represents as follows: At the execution of the Original Contract, Contractor was organized and doing business as a Limited Liability Partnership; ii. Since the execution of the Original Contract, Contractor has changed the form of doing business without other substantive change to its capabilities and resources, and has merged into another legal entity entitled Mayer Hoffman McCann, P.C.; and iii. Contractor seeks to assign its rights under the Original Contract to Successor Contractor, and Successor Contractor desires to succeed to all of Contractor's rights and responsibilities under the Original Contract. NOW THEREFORE it is mutually agreed upon by and between the undersigned parties as follows: SECTION 1. RECITALS. The terms of the Recitals are incorporated herein by reference as a term of this First Modification. -1- SECTION 2. CONSENT TO ASSIGNMENT. Based upon the representations made by Contractor and Successor Contractor, the City hereby approves the assignment of this Agreement from Contractor to Successor Contractor, effective from the Execution Date. Effective from the Execution Date, Successor Contractor shall assume all of the rights and obligations under the Original Contract. Accordingly, all references to Conrad and Associates, L.L.P in the Original Contract and exhibits thereto are hereby replaced and superceded by Mayer Hoffman McCann, P.C. SECTION 3. INDEMNIFICATION. Successor Contractor shall defend, indemnify, and save harmless City and elected and appointed officers, employees, and agents from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses, (including attorney and expert witness fees), arising from or connected with Contractor's or Successor Contractor's acts or omissions arising from the Original Contract, including this First Modification. SECTION 4. FULL FORCE AND EFFECT. Except as expressly modified herein, all other terms and conditions of the Original Agreement shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by its duly authorized representatives on the day and year first written above. ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney CITY OF NATIONAL CITY a California municipal corporation By -2- Chris Z- t City Ma ager CONRAD AND ASSOCIATES, L.L.P. (CONTRACTOR) MICHAEL A. HARRISON Partner MAYER HOFFMAN McCANN, P.C. (SUCCESSOR CONTRACTOR) 43-1947695 By G�-"Ao*-( Michael A. Harrison, Shareholder 2301 Dupont Drive, Suite 200 Irvine, CA 92612 -3-