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HomeMy WebLinkAboutResolutions - 2004.07.22 - 27533MISCELLANEOUS RESOLUTION #04 164 July 22, 2004 BY: General Government Committee, William R. Patterson, Chairperson IN RE: ROAD COMMISSION FOR OAKLAND COUNTY — CONFIRMATION OF CONTRACT FOR AUDIT SERVICES To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS in accordance with the requirements of Section 27 of C IV, 1909 PA 283 (MCL 224.27), the Road Commission for Oakland County, pursuant to a qualification-based, competitive process through issuance of a Request for Proposal (R.F.P.) has selected Plante & Moran, P.L.L.C., certified public accountants, to perform annual audits; and WHEREAS the Road Commission for Oakland County and Plante & Moran, P.L.L.C., have negotiated an agreement for audit services; and WHEREAS the above referred statute provides that a contract with a Certified Public Accountant shall be confirmed by the County Board of Commissioners. NOW, THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby confirms the Road Commission for Oakland County's selection of, and contract with Plante & Moran, P.L.L.C. for audit services. Chairperson, on behalf of the General Government Committee, I move adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE General Government Committee Vote: Motion carried unanimously on a roll call vote. RCOC —PLANTE & MORAN, P.L.L.C. AUDIT OF RCOC RECORDS FISCAL YEARS ENDING 9-30-03 THROUGH 9-30-07 THIS AGREEMENT, dated the day of , 2004, by and between the Road Commission for Oakland County ("RCOC"), a Michigan Statutory Public Body Corporate with principal offices at 31001 Lahser Road, Beverly Hills, Michigan 48025 and Plante & Moran, P.L.L.C. ("Consultant"), a Michigan Professional Limited Liability Corporation with principal offices at 27400 Northwestern Highway, Southfield, Michigan 48037, provides as follows: WHEREAS, 1975 PA 199 compiled at MCL 224.26, et. seq., requires that the RCOC contract with a certified public accountant for an annual public audit of its financial records, accounts and procedures; and WHEREAS, the RCOC on June 6, 2003 distributed a Request for Proposals ("RFP") for Annual Audit Services for the fiscal years ending September 30, 2003 through September 30, 2007 (the "Audit Services"); and WHEREAS, Consultant in response to the RFP has submitted a proposal (the "Proposal") dated July 3, 2003; and WHEREAS, the RCOC accepted Consultant's proposal on September 11, 2003. NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is hereby agreed between the parties as follows: 1. SERVICES Consultant shall provide Audit Services as set forth in the RFP and Proposal, and further defined in annual engagement letters provided by the Consultant. 2. STANDARDS FOR SERVICES The Audit Services shall meet the standards prescribed by the laws of the State of Michigan and by its treasurer and by Federal Regulation including the following, as applicable: A. The standards for audit as required by 1909 PA 283 Chapter IV as added by 1975 PA 1999 as amended, compiled at MCL 224.26, et seq. Standards for this audit include the following: Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants and the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards (1994), and B. The standards for audit as required by 1984 PA 431, as amended by 1994 PA No. 301, compiled at MCL 18.1401, et seq. Standards for this audit include the following: Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards (1994), the provisions of the Single Audit Act of 1984 (as amended in 1996) and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, Audits of State and Local Governments. 3. CONTRACT PRICE For and in consideration of the Audit Services for the fiscal year ending September 30, 2003 rendered by Consultant, the RCOC will pay Consultant on a basis of hourly rates, an amount not to exceed $88,690, absent a significant change in circumstances. The fees for fiscal years ending September 30, 2004 through September 30, 2007 shall be the September 30, 2003 audit amount as increased by an amount not to exceed the Consumer Price Index Rate. 4. PAYMENT FOR SERVICES The RCOC shall make payments to Consultant in accordance with the following procedures and upon approval of the RCOC Finance Department Director: A. Progress payments may be made for amounts earned to date representing hours worked, out of pocket expenses and at a 2 reasonable estimate of proportionate completion of Audit Services for that audit. B. Partial payments will be made upon submission of an invoice accompanied by a statement of hours and rates applicable and an itemized statement of out of pocket expenses accompanied by receipts as appropriate. Payment will be made not more often than once a month. C. Payment will be made within 45 days of approval of an invoice. 5. TERMINATION Either party may terminate this Agreement for substantial breach, failure, default or omission, or for unsatisfactory performance. Notice of termination shall be accomplished by giving written sixty (60) day notice by certified mail, including the reason for the termination. The other party shall have sixty (60) days to correct said breach, default, omission or unsatisfactory performance. The RCOC may receive the work product produced by Consultant up to the time of termination or request the records be made available to successor auditors as set forth in Section 8 of this Agreement. The RCOC will pay Consultant the costs incurred to produce the work satisfactorily performed through termination in accordance with the provisions of this Agreement, subject to the maximum payments set forth herein. 6. CHANGES — ADDITIONAL SERVICES Should the Consultant be of the opinion that extra compensation will be due it due to changed conditions, including a significant change in circumstances, the Consultant shall notify the RCOC in writing of its intention to make claim for extra compensation before beginning such work. The Consultant shall not claim extra compensation for work unless notice is given and authorization to proceed is given by the RCOC. The filing of the notice shall not be construed to establish the validity of the claim. The Consultant may perform additional services beyond the scope of the RFP and Proposal at additional compensation to be negotiated by the parties. 3 7. SUBCONTRACTING No portion of the Audit Services shall be subcontracted, assigned, or otherwise disposed of except with the prior written consent of the RCOC, such consent to not be unreasonably withheld. Consent to sublet, assign or otherwise dispose of any portion of the Audit Services shall not be construed to relieve Consultant of any responsibility for the fulfillment of this Agreement. 8. RECORDS In accordance with OMB Circular A-133, all working papers and reports must be retained and made available for the agency with responsibility for audit (or its designee) and/or the Government Accounting Office (GAO) (or other authorized entities) during the audit and for a minimum period of three years after issuance of the audit report. Should Consultant be aware that the Federal awarding agency, pass- through entity, or RCOC is contesting an audit finding, the Consultant shall contact the parties contesting the audit finding for guidance prior to destruction of the working papers and reports. In addition, the Consultant shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance, after being paid for all services satisfactorily previously rendered. 9. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS The Consultant specifically agrees that it will comply with any and all applicable State, Federal, and Local statutes, ordinances and regulations during performance of the Audit Services and will require compliance of all subconsultants. Additionally, the Consultant shall comply with the following: A. In accordance with Michigan 1976 PA 453 and with the provisions of Appendix A attached hereto, the Consultant hereto agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, because of race, 4 color, religion, national origin, age, sex, height, weight or marital status. Further, in accordance with Michigan 1976 PA No. 220, as amended, the parties hereby agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or indirectly related to employment, because of a disability that is unrelated to the individual's ability to perform the duties of a particular job or position. The Consultant further agrees that it will require all subconsultants and subcontractors for this PROJECT comply with this provision. B. During the performance of this CONTRACT, the CONSULTANT for itself, its assignees, and successors in interest (hereinafter in Appendix "B" referred to as the "contractor") agrees to comply with the Civil Rights Act of 1964, being P.L. 88-352, 78 Stat. 241, as amended, being Title 42 U.S.C. Sections 1971, 1975a — 1975d, and 2000a — 2000h-6, and the Regulations of the United States Department of Transportation (49 CFR Part 21) issued pursuant to said Act, including Appendix "B," attached hereto and made a part hereof. C. The parties hereto further agree that they accept the FHWA's Minority Business Enterprises/Women's Business Enterprises (MBE/VVBE) Program with respect to the PROJECT and will abide by the provisions set forth in Appendix "C" attached hereto and made a part hereof, being an excerpt from Title 42 CFR Part 23, more specifically 23.43(a)(1) and (2) thereof. 10. INDEMNIFICATION AND INSURANCE The Consultant shall hold harmless, represent, defend and indemnify the BOARD OF COUNTY ROAD COMMISSIONERS of Oakland County, the County of Oakland, their officers and employees, against all third party claims for damages to public or private property and/or for injuries to persons or for any 5 other third party claims arising out of the negligent performance or non- performance of the contracted work, whether during the progress and/or after the completion thereof. Further, the Consultant shall acquire and maintain statutory workers' compensation insurance coverage, auto liability, comprehensive general liability insurance coverage and professional liability insurance coverage. The limits and deductible applicable to both comprehensive general liability and professional liability shall be as described in the attached Exhibit A. The CONSULTANT shall provide an endorsement to its comprehensive general liability insurance and auto liability, including any excess and umbrella insurance in the amounts set forth in Exhibit A, naming the Road Commission for Oakland County, and the County of Oakland, as additional insureds. All subconsultants shall be required to comply with the insurance requirements set forth in this section. Certificates of insurance for each policy, providing for 30 days notice to the RCOC of cancellation, termination or material change, shall be provided to the RCOC. 11. GOVERNMENT FUNCTION It is the intention of the parties hereto that this Agreement shall not be construed to waive the defense of governmental immunity possessed by the RCOC. 12. THIRD PARTIES It is the intent of the parties that this Agreement is not for the benefit of any third party. 13. ENTIRE AGREEMENT This Agreement sets forth the entire Agreement and understanding of the parties with respect to the transaction contemplated by this Agreement. 14. SEVERABILITY The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement, and in the event that 6 portions of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalidated portion had not been inserted. 15. EXECUTION Upon execution of this Agreement by the parties hereto, same shall become binding upon the parties hereto, until such time as all work contemplated hereunder is complete, or until such time as this Agreement is terminated by mutual consent of the parties hereto. IN WITNESS WHEREOF, the parties hereto have set their hands and seals by their duly authorized agents and representatives the day and year first above written. PLANTE & MORAN, P.L.L.C., a Michigan Professional Limited Liability Corporation By: Mark E. Chmielewski Its: Partner ROAD COMMISSION FOR OAKLAND COUNTY, a Michigan Statutory Public Body Corporate By: Brent 0. Bair Its: Managing Director RCOC. Plante Moran.Audit Services.03-01-04 7 Each Occurrence: Aggregate: $2,000.000 $2,000,000 EXHIBIT A LIABILITY AND INSURANCE REQUIREMENTS The Consultant, prior to beginning work, shall file with the Road Commission for Oakland County copies of completed certificates of insurance, as evidence that he carries adequate insurance, satisfactory to the ROAD COMMISSION. Insurance coverage shall be provided in accordance with the following: a. Worker's Compensation Insurance - To provide protection for the Consultant's employees, to the statutory limits of the State of Michigan, and $100,000 employer's liability. The indemnification obligation under this section, shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the consultant under worker's disability compensation coverage established by law. b. Bodily Injury and Property Damage - To afford protection against all claims for damages to public or private property, and injuries to persons arising out of and during the progress and to the completion of the work, and with respect to product and completed operation for one year, after completion of the work. I . Bodily Injury and Property Damage Other Than Automobile (Comprehensive General Liability including contractual liability coverage) - The minimum limits of property damage and bodily injury liability covering each contract shall be: Single Limit: Bodily Injury and Property Damage Liability: Bodily Injury Liability and Property Damage Automobiles (Comprehensive Auto Liability) - The minimum limits of bodily injury liability and property damage liability shall be: Single Limit: Bodily Injury and Property Damage Liability: Each Occurrence $2,000.000 Such insurance shall include coverage for all owned, hired, and non-owned vehicles. c. Professional Liability (Errors and Omissions) - To afford professional liability protection against all claims arising out of the work. The minimum limits of professional liability shall be $2,000,000. However, policies are subject to review by the Road Commission prior to beginning work. d. Excess and Umbrella Insurance The consultant may substitute corresponding excess and/or umbrella liability insurance for a portion of the above listed requirements in order to meet the specified minimum limits of liability. e. Notice - The Consultant shall not cancel, reduce, or non-renew the coverage of any insurance required by this Section without providing 30 day prior written notice to the Road Commission for Oakland County. All such insurance must include an endorsement whereby the insurer shall agree to notify the Road Commission for Oakland County immediately of any reduction by the Consultant. The Consultant shall cease operations on the occurrence of any such cancellation or reduction, and shall not resume operations until new insurance is in force. If the Consultant cannot secure the required insurance within 30 days, the Board reserves its right to terminate the contract. Reports - The Consultant or his insurance carrier shall report all claims received, claims investigations made and disposition of claims to the County Highway Engineer. • APPENDIX A PROHIBITION OF DISCRIMINATION IN STATE CONTRACTS In connection with the performance of work under this contract, the contractor agrees as follows: 1. In accordance with Act No. 453, Public Acts of 1976, the contractor hereby agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or as a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. Further, in accordance with Act No. 220, Public Acts of 1976 as amended by Act No.478, Public Acts of 1980, the contractor hereby agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of a handicap that is unrelated to the individual's ability to perform the duties of a particular job or position. A breach of the above covenants shall be regarded as a material breach of this contract. The contractor hereby agrees that any and all subcontracts to this contract, whereby a portion of the work set forth in this contract is to be performed, shall contain a covenant the same as hereinabove set forth in Section 1 of this Appendix. 3. The contractor will take affirmative action to insure that applicants for employment and employees are treated without regard to their race, color, religion, national origin, age, sex, height, weight, marital status or a handicap that is unrelated to the individual's ability to perform the duties of a particular job or position. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 4. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, age, sex, height, weight, marital status or handicap that is unrelated to the individual's ability to perform the duties of a particular job or position. 5. The contractor or his collective bargaining representative will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers' representative of the contractor's commitments under this appendix. 6. The contractor will comply with all relevant published rules, regulations, directives, and orders of the Michigan Civil Rights Commission which may be in effect prior to the taking of bids for any individual state project. 7. The contractor will furnish and file compliance reports within such time and upon such forms as provided by the Michigan Civil Rights Commission, said forms may also elicit information as to the practices, policies, programs, and employment statistics of each subcontractor as well as the contractor himself, and said contractor will permit access to his books, records, and accounts by the Michigan Civil Rights Commission and/or its agent, for purposes of investigation to ascertain compliance with his contract and relevance with rules, regulations, and orders of the Michigan Civil Rights Commission. 8. In the event that the Civil Rights Commission finds, after a hearing held pursuant to its rules, that a contractor has not complied with the contractual obligations under this agreement, the Civil Rights Commission may, as part of its order based upon such findings, certify said findings to the Administrative Board of the State of Michigan, which Administrative Board may order the cancellation of the contract found to have been violated and/or declare the contractor ineligible for future contracts with the state and its political and civil subdivisions, departments, and officers, and including the governing boards of institutions of higher education, until the contractor complies with said order of the Civil Rights Commission. Notice of said declaration of future ineligibility may be given to any or all of the persons with whom the contractor is declared ineligible to contract as a contracting party in future contracts. In any case, before the Civil Rights Commission in which cancellation of an existing contract is a possibility, the contracting agency shall be notified of such possible remedy and shall be given the option by the Civil Rights Commission to participate in such proceedings. 9. The contractor will include, or incorporate by reference, the provisions of the foregoing paragraphs (1) through (8) in every subcontract or purchase order unless exempted by the rules, regulations or orders of the Michigan Civil Rights Commission, and will provide in every subcontract or purchase order that said provisions will be binding upon each subcontractor or seller. August 1985 (Rev. 03/92) APPENDIX B During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as following: 1. Compliance with Regulations: The contractor shall comply with the regulations relative to nondiscrimination in federally assisted programs ofthe Department of Transportation, Title 49, Code of Federal Regulations, Part 27, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or natural origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities, as may be determined by the Michigan Department of Transportation or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the Michigan Department of Transportation, or the Federal Highway Administration as appropriate, and shall set forth what efforts is has made to obtain the information. • 5. Sanctions for Noncompliance: In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the Michigan Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including, but not limited to: (a) Withholding of payments to the contractor under the contract until the contractor complies, and/or (b) Cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions: The contractor shall include the provisions of paragraphs 1 through 6 of every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the Michigan Department of Transportation or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for non-compliance; provided, however that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Michigan Department of Transportation to enter into such litigation to protect the interests of the state, and, in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. APPENDIX C TO BE INCLUDED IN ALL FINANCIAL ASSISTANCE AGREEMENTS WITH LOCAL AGENCIES General Requirements for Recipients Excerpts from USDOT Regulation 49 CFR, Part 23, Section 23.43 A. policy: it is the policy of the Department that MBE as defined in 49 CFR, Part 23, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds. Consequently, the MBE requirements of 49 CFR, Part 23, apply to this contract. B. MBE Obligation: The recipient or its contractor agrees to ensure that MBE as defined in 49 CFR, Part 23, has the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR, Part 23, to ensure that MBE has the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of - departmentally-assisted contracts. C. If, as a condition of assistance, the recipient has submitted and the department has approved a minority business enterprise affirmative action program which the recipient agrees to carry out, this program is incorporated into this financial assistance agreement by reference. This program shall be treated as a legal obligation and failure to carry out its terms shall be treated as a violation of this financial assistance agreement. Upon notification to this recipient of its failure to carry out the approved program, the Department shall impose such sanctions as noted in 49 CFR, Part 23, Subpart E, which sanctions may include termination of the agreement or other measures that may affect the ability of the recipient to obtain future departmental, financial assistance. D. The Department hereby advises each recipient, contractor, or subcontractor that failure to carry out the requirements set forth in Section 23.43(a) 49 CFR, Part 23, shall constitute a breach of contract, and after the notification of the USDOT, may result in termination of the agreement or contract by the Department or such remedy as the Department deems appropriate. G. William Caddell, County Clerk Resolution #04164 July 22, 2004 Moved by Scott supported by Knollenberg the resolutions on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Coleman, Coulter, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 22, 2004 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of theounty of Oakland at Pontiac, Michigan this 22nd day of July, 2004.