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HomeMy WebLinkAbout22-66 Haynie & Company Financial Audit Services Agreement 05-25-2022RESOLUTION NO. 22-66 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND HAYNIE & COMPANY FOR FINANCIAL AUDIT SERVICES WHEREAS, the Town of Firestone ("Town") is in need of professional services to perform its annual audit for a period of five years, beginning with the fiscal year ending on December 31, 2022 ("Project"); and WHEREAS, the Town published a request for proposals ("RFP") for such services for the Project; and WHEREAS, the Town has evaluated the proposals submitted iii response to the RFP, and finds that Haynie & Company is the most qualified for the professional services described in the RFP; and WHEREAS, the Town finds that Haynie &Company has the expertise, qualifications, and experience to perform the work and duties required for the Project, and desires to select Haynie & Company for the RFP and to enter into an agreement with Haynie & Company to provide the Professional Services as described in the scope of services, attached to the Professional Services Agreement as Exhibit A; and WHEREAS, the Board of Trustees finds and declares that it is in the best interest of the Town to award the RFP to Haynie & Company as the most qualified, responsive proposal. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Service Agreement between the Town of Firestone and Haynie & Company is approved in substantially the same form as the copy attached hereto and made apart of this Resolution, and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thisla�y of n , 2022. / \ rowNa L f E f0oo TEST: � m a° SE ° o° 5�4 /,4r � o : 4 fg �' J si Koenig, C n vy"Co�' APPROVED William P. Hayashi, To�� Attorney TOWN FIRES NE, COLORADO Drew Peterson, Mayor AGREEMENT FOR PRUrtOOIONAL SERVICES T IS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this A6ay of 2022 the ("Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corp ration with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and HAYNIE & COMPANY an independent Consultant with a principal place of business at 1221 West Mineral Avenue, Ste 202, Littleton, Colorado 80120 ("Consultant ") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Consultant has held itself out to the Town as having the requisite expertise and experience to perform the required professional services, NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as; Financial Audit Services (A2022-9907). s. A change in the Scope of Services shall nat be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II, fiERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Consultant completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Consultant for all worts previously authorized and completed prior to the date of termination. !f, however, Consultant has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. Ill. COMPENSATION In consideration for the completion of the Scope of Services by Consultant, the Town shall pay Consultant over the next five (5) years an amount not to exceed $One Hundred Seventy Thousand Five Hundred Dollars (170,500.00). This amount shall include all fees, costs and expenses incurred by Consultant, Page 1 of 8 FIRt I UNE c OLORADO and no additional amounts shall be paid by the Town for such fees, costs and expenses, Consultant may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. F'RO1"ESSIONAL RESPONSIBILITY A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Gonsultant for its professional expertise, Consultant agrees not to employ subConsultants to perform any work except as expressly set forth in the Scope of Services, V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and ail related documentation and materials provided or developed by Consultant shall be exclusively owned by the Town. Consultant expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire," To the extent, if at all, that it does not constitute a "work made for hire," Consultant hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to ruse such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONSULTANT Consultant is an independent Consultant. Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes. Consultant shall make no representation #hat it is a Town employee for any purposes. Vll. INSURANCE A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any subConsultant to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required bylaw. 2. Commercial General liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate, The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and Consultants as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shalt be in addition #o any other insurance requirements imposed by law. The coverages afforded under the policies %hail not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its Consultants shall be excess and not contributory insurance to that provided by Consultant. Consultant shall be solely responsible for any deductible losses under any policy. CO Consultant shall provide to the sown a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vllt. INDEMNIFICATION A. Consultant agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, fosses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with Page 3 of 8 this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Consultant, any subConsultant of Consultant, or any officer, employee, representative, or agent of Consultant, or which arise out of a worker's compensation claim A any employee of Consultant or of any employee of any subConsultant of Consultant. Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any subConsultant of Consultant, or any officer, employee, representative, or agent of Consultant or of any subConsultant of Consultant. B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the Town may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual Agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8)(c), IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Consultant hereby certifes that, at the time of this certification, it does not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Consultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § owl 7.5-101{9), as amended, to perform work under this Agreement, or enter into a contract with a subConsultant that fails to certify to Consultant that the subConsultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, to perform work under this Agreement. C. Verification. 1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of jab applicants while this Agreement is being performed. 3. If Consultant obtains actual knowledge That a subConsultant performing work under this Agreement knowingly employs or contracts with a worker without authorization, as That term is defined In C.R.S. § 8-17.5,101(9), as amended, who is performing work under this Agreement, Consultant shall; notify the subConsultant and the Town within 3 days that Consultant has actual knowledge that the subConsultant is employing or contracting with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement; and terminate the subcontract with the subConsultant if within 3 days of receiving the notice required pursuant to subsection 3 hereof, the subConsultant does not stop employing or contracting with the worker without authorization who Is performing work under this Agreement, except that Consultant shall not terminate the subcontract if during such 3 days the subConsultant provides information to establish that the subConsultant has not knowingly employed or contracted with a worker without authorization, as that term is defined in C.R.S. § 8-17,5-101(9), as amended, who is performing work under this Agreement. Q. putt/ to Comply with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an Investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement, E. Affidavits. If Consultant does not have employees, Consultant shall sign the "No Employee Affidavit" attached hereto. If Consultant wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Consultant shall sign the "Department Program Affidavit" attached hereto, X. MiSCELLANEQUS A. Governing Law and Venue. This Agreement shall be governed by the laws o#the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado, 8. No Waiver. Delays in enforcement or the waiver of any one or more defaults ar breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration, This Agreement constitutes the entire Agreement between the Parties, superseding ail prior oral or written communications, D. Third Parties. There are na intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severabilit . If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable far any reason, the remaining provisions hereof shall remain fn full force and effect, G. Modification. This Agreement may only be modified upon written Agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C,R.S, § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. Page 5 of 8 �Ut5 1 RG C 0 L 0 R h ll 0 J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement, IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTCC`T• APPROVED AS TO p'O�AQ: William TOWN NN 0 RESTO , COl.ORADO rQ rew Peterson, Mayor G� HAYNIE &COMPANY Page 6 of 8 FIKt5I NE C 0 le 0 R A D 0 i p� Iti.ch {�Qr+k4%e4+ r •A- ••• -� Ir� To be completed only if Consultant par[icipates in the Department of Labor Lawful Presence Verification Program I,A��e '�- _�4�.3T1a!,, as a public Consultant under contract with the Town of Firestone (the "Town"), hereby affirm that. 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. I have retained or will retain file copies of all documents required by 8 U,S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. I have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OF COLORADO ) ss. The foregoing instrumen# was subscribed, sworn to (or affirmed) �LIr cam' 2022, by .,.F 4224 say My commission expires: (SEAL} MARGARET 1.ARAYNE COUAES NOTARY PUBLtC • STATE OF GQLORADO NOTARY I❑ 202R4002599 MY COMMISSION EXPIRES JAN 19, 2026 Page 7 of 8 �E�TONE co),onnuo before me this �� day of � - - of Consultant's Quties Per RFP A2022-9907,submitted by Abbey Irvine on April 1, 2022 I�I���'i�Il►1� Wk RHOW�r ` ,.wvwv.NymePAs.aan)