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Resolution No. 93951 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9395 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ACCOUNTING, TAX AND CONSULTING SERVICES ENGAGEMENT LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND GURSEY, SCHNEIDER & CO. LLP WHEREAS, the Finance Committee of the City of Vernon by minute order dated December 3, 2002, recommended that the Accounting, Tax and Consulting Services Engagement Letter Agreement dated November 26, 2002 (the "2002 Letter Agreement"), with Gursey, Schneider & Co. LLP ("Gursey") be approved and the City Administrator authorized to execute the 2002 Letter Agreement contingent upon the approval of the City Attorney; and WHEREAS, the City of Vernon and Gursey desire to increase the billing rates and modify the arbitration and billing services provisions of the 2002 Letter Agreement; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Gursey. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby (finds and determines that the recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Accounting, Tax and Consulting Services Engagement Letter Agreement with Gursey, Schneider & Co. LLP, a copy of which is 1 attached hereto as Exhibit A and incorporated by reference. 2 SECTION 3: The City Council of the City of Vernon hereby 3 authorizes the Mayor or Mayor Pro-Tem to execute said Letter Agreement 4 for, and on behalf of, the City of Vernon and the City Clerk is hereby 5 authorized to attest thereto. 6 SECTION 4: The City Council of the City of Vernon hereby 7 directs the City Clerk, or her designee, to send one executed Letter 8 Agreement to: 9 Gursey, Schneider & Co. LLP Attn. Rory Burnett 10 10351 Santa Monida Blvd., Suite 300 11 Los Angeles, CA 90025-6912 12 SECTION 5: The City Clerk of the City of Vernon shall 13 certify to the passage of this resolution, and thereupon and 14 thereafter the same shall be in full force and effect. 15 APPROVED AND ADOPTED this 27th day of August, 2007. 16 17 18 Name: Leonis C. Malburg 19 Title: Mayor / - 20 A TEST: 21 22 ANUELA GIRO , ity Clerk 23 24 25 26 27 28 - 2 - 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9395, was 6 duly adopted by the City Council of the City of Vernon at a special 7 meeting of the City Council duly held on Monday, August 27, 2007, and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 11 MANUELA G RO , City Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 - EXHIBIT G S GURSEY, SCHNEIDER & CO. LLP CERTIFIED PUBLIC ACCOUNTANTS & ADVISORS August 9, 2007 Eric T. Fresch City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 I'.?rm?'rR. DAvrn E. B_umENrxat, CPA, A1W R.xEaNIN;, L. Pumcu. CP.A DA% it J- SWAN, CPA, A BV STEPRAN H. XAk- R—%tAN. C.T.A. ABV Rom B _RNET r. CPA ROMMT 0. WATT.,,C:P.A TF_acY F.=.hRYL Kart, ESQ., CPA NAzr"aR B. AP..49u\R, CP.A I•lAR1E A.a1fiXt1=1?;�i Rose -LARK. Rnv. C .A F"[ NI'ER DoN.ur• L. GcTI STA.NLEY B. S HNEIDER. C!'A- Re: City of Vernon Accounting, Tax and Consulting Services Engagement Agreement Dear Mr. Fresch: This letter will serve to confirm our understanding and agreement regarding your retention of Gursey, Schneider & Co. LLP to perform accounting, tax and consulting services. Any modification of this engagement agreement will be valid only if contained in writing and signed by each of us. Our services are substantially less in scope than those rendered in an audit as that term is defined by the American Institute of Certified Public Accountants. In reaching our conclusions, we may rely on representations by you or third parties. Our services will be furnished and billed in fifteen -minute intervals. Hourly rates vary depending on the individual billing rates of the firm members and are subject to possible increases during the course of this engagement. If more than one person is working on your case at the same time, you will be charged for each persons time, at his or her billing rate, for all services rendered, including travel time required to render such services. This engagement may include services from any of our partners including individuals with professional designations other than C.P.A. Our billing rates do not include any out-of-pocket expenses, which are additional charges. Currently, billing rates for our staff are: Professional & Support Staff: $110 - $175 Managers: $190 - $255 Partners, Principals & Directors: $325 - $350 10351 SANTA MONICA BoL1EV:ARb • SuiTE .MY) LoA ANGELEs, CA 90025-6912 • (310) 532-0960 - F.vc Q1C) 557-3468 20355 H.Aa?HOKNE BOULEVARD Fws-r FLoc)R ToRI:ANCE, CA 90503.2401 - (310) 370-6122 - FAX (310) 370-6185 www.gursey.com GURSEY, SC:HNEIDER & Co. LLP CERTIFIFI) VITLW ACCOUNTANTS & AD\ ISi fiS Eric T. Fresch City of Vernon Re: Accounting, Tax and Consulting Services Engagement Agreement August 9, 2007 Page 2 Statements will be rendered to you periodically. Payment is due upon presentation. We reserve the right to withdraw from this engagement if your account balance is not paid in full when due. The obligation for payment of our fees is your direct responsibility. Our fee is not contingent on the results obtained, as we do not warrant or predict results or final developments in this matter. If your account balance is not paid in full within 60 days of completion of our primary assignment, interest will be charged at the rate of ten percent (10%) per annum on the unpaid balance from the due date until paid. We want to avoid any misunderstandings between us concerning fees or charges. All questions about your bill must be brought to our immediate attention, in writing. If no written objection is made to a billing statement within thirty (30) days of its transmission to you, the billing statement shall be deemed correct for all purposes and you shall not thereafter object to its contents. This requirement will allow us to try to resolve promptly any objections you have to our statements. Any controversy, claim, or dispute relating to our unpaid fees for professional services and costs rendered under this Agreement shall be submitted for binding arbitration to the American Arbitration Association, or like organization in accordance with the prevailing dispute resolution rules of the organization, with the place of hearing being the City of Los Angeles, County of Los Angeles, State of California, unless we elect to pursue collection in Small Claims Court in the City of Los Angeles, County of Los Angeles. The prevailing party may be entitled to reimbursement for all arbitration costs. Should you contend that any services were performed improperly or below the standard of care you must raise that defense in the arbitration proceeding as an offset to, or reduction, discharge or complete elimination of the fees we contend you owe. In the event the arbitrator eliminates all of our fees and you still believe you have a cause of action not yet satisfied you may bring such action in a Court of Law for affirmative relief. However, if the arbitrator determines that your claim does not exceed our contended fees you then will be prevented from bringing the same contention in any separate civil action. Furthermore, in order to protect your rights and our rights to a trial on any such action in Court for affirmative relief, we agree that neither the findings of the arbitrator(s) or any Judgment entered confirming such arbitration award shall be determinative of any issue in your action in Court for affirmative relief, nor shall they be admissible for the purpose of said trial. You may not assert such a claim as a defense in the arbitration proceeding and then again as a separate civil action for affirmative relief, if the arbitrator determined that your recovery was limited to your fee balance. Should you raise such a claim in the arbitration proceeding, and also file a G S. Co GURSEY, SCHNEIDER & CO. LLP CERTIFIED PUBLIC A('0. t. NTANTS b: AM15ORS Eric T. Fresch City of Vernon Re: Accounting, Tax and Consulting Services Engagement Agreement August 9, 2007 Page 3 separate civil action in Court, raising the same claim of improper services performed below the standard of care, we shall, in that instance only, be permitted to show the Court that this claim was made in the arbitration proceeding and therefore is a bar to prevent you from proceeding with the civil action. Judgments upon the award rendered by the arbitrator may be entered in any court having jurisdiction. We agree that any petition to confirm an arbitration award may be served by mail at the last known address and that no personal service will be required. In this regard, it is further agreed that the place for performance of this agreement is in the City of Los Angeles, County of Los Angeles, State of California. In the event that collection enforcement measures are required following an arbitration proceeding, including but not limited to the Confirmation of the Arbitration Award as Judgment, the prevailing party may be entitled to all expenses of collection including all attorneys' fees and costs. We appreciate the opportunity to be of service to you, and we believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree that the above accurately sets forth the terms of our engagement, please so indicate by signing below and returning this agreement to Gursey, Schneider & Co. LLP. This letter will continue in effect until canceled by either party. Sincerely, Rory Bu eft AGREED TO AND ACCEPTED BY: City of Vernon ATTEST: MANUELA GIRON, City Clerk Date: APPROVED AS TO FORM: JEFF HARRISON, City Attorney SUPPORTING DOCUMENTS GURSEY, SCHNEIDER & CO. LLP CERTIFIED PUBLIC ACCOUNTANTS & ADVISORS August 9, 2007 Eric T. Fresch City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 I?FTN.=_�' DAvlr, E. B_UN1ENnU\L, CPA. ARV R�DSEANN.. L. PuRnm, CP.A D.A%m J. SWAN, CM, ABV S?TPHA- H. WA_iEI:NtAN, CPA. ABV R,�Rr R1_"RNETT, CP:1 Roriun O. \\.Arr, CIA TRAcy F.ARRYL Kan, ESQ., CPA N.AZr.AR B. AF=ILAR. CPA rA IN *7r:,_ ht,ARIE Ams to�r\;o Ro;e•tARIL REEF. CPA I; : Nt ER= I?oN: Ifi L. GL-R E . CPA' STANLEY B. SCHNEIPER, CPA - Re: City of Vernon Accounting, Tax and Consulting Services Engagement Agreement Dear Mr. Fresch: This letter will serve to confirm our understanding and agreement regarding your retention of Gursey, Schneider & Co. LLP to perform accounting, tax and consulting services. Any modification of this engagement agreement will be valid only if contained in writing and signed by each of us. Our services are substantially less in scope than those rendered in an audit as that term is defined by the American Institute of Certified Public Accountants. In reaching our conclusions, we may rely on representations by you or third parties. Our services will be furnished and billed in fifteen -minute intervals. Hourly rates vary depending on the individual billing rates of the firm members and are subject to possible increases during the course of this engagement. If more than one person is working on your case at the same time, you will be charged for each persons time, at his or her billing rate, for all services rendered, including travel time required to render such services. This engagement may include services from any of our partners including individuals with professional designations other than C.P.A. Our billing rates do not include any out-of-pocket expenses, which are additional charges. Currently, billing rates for our staff are: Professional & Support Staff: $110 - $175 Managers: $190 - $255 Partners, Principals & Directors: $325 - $350 10351 SANTA MONICA BOLUVARD SUITE .30,1 Lis ANGELF, CA 90025-6912 • (310) 552-0960 • FAX (310 557-3468 Z0355 HAV rHOKNE BOL-n'ARD FIRs7 FLonR TORRANCE, CA 90503-2401 • (310) 370-6122 • FAX (310) 370-6188 www.Rursey.com G S. GURSEY, SCHNEIDER & Co. LLP CERT1F1E1) PUBI.R' ACCOUNTANTS & AD%ISOR Eric T. Fresch City of Vernon Re: Accounting, Tax and Consulting Services Engagement Agreement August 9, 2007 Page 2 Statements will be rendered to you periodically. Payment is due upon presentation. We reserve the right to withdraw from this engagement if your account balance is not paid in full when due. The obligation for payment of our fees is your direct responsibility. Our fee is not contingent on the results obtained, as we do not warrant or predict results or final developments in this matter. If your account balance is not paid in full within 60 days of completion of our primary assignment, interest will be charged at the rate of ten percent (10%) per annum on the unpaid balance from the due date until paid. We want to avoid any misunderstandings between us concerning fees or charges. All questions about your bill must be brought to our immediate attention, in writing. If no written objection is made to a billing statement within thirty (30) days of its transmission to you, the billing statement shall be deemed correct for all purposes and you shall not thereafter object to its contents. This requirement will allow us to try to resolve promptly any objections you have to our statements. Any controversy, claim, or dispute relating to our unpaid fees for professional services and costs rendered under this Agreement shall be submitted for binding arbitration to the American Arbitration Association, or like organization in accordance with the prevailing dispute resolution rules of the organization, with the place of hearing being the City of Los Angeles, County of Los Angeles, State of California, unless we elect to pursue collection in Small Claims Court in the City of Los Angeles, County of Los Angeles. The prevailing party may be entitled to reimbursement for all arbitration costs. Should you contend that any services were performed improperly or below the standard of care you must raise that defense in the arbitration proceeding as an offset to, or reduction, discharge or complete elimination of the fees we contend you owe. In the event the arbitrator eliminates all of our fees and you still believe you have a cause of action not yet satisfied you may bring such action in a Court of Law for affirmative relief. However, if the arbitrator determines that your claim does not exceed our contended fees you then will be prevented from bringing the same contention in any separate civil action. Furthermore, in order to protect your rights and our rights to a trial on any such action in Court for affirmative relief, we agree that neither the findings of the arbitrator(s) or any Judgment entered confirming such arbitration award shall be determinative of any issue in your action in Court for affirmative relief, nor shall they be admissible for the purpose of said trial. You may not assert such a claim as a defense in the arbitration proceeding and then again as a separate civil action for affirmative relief, if the arbitrator determined that your recovery was limited to your fee balance. Should you raise such a claim in the arbitration proceeding, and also file a MM GURSEY, SCHNEIDER & CO. LLP KT 0 CERTIFIED PUBLIC ACC'Ot.:NTANT &. AD\1-GRS Eric T. Fresch City of Vernon Re: Accounting, Tax and Consulting Services Engagement Agreement August 9, 2007 Page 3 separate civil action in Court, raising the same claim of improper services performed below the standard of care, we shall, in that instance only, be permitted to show the Court that this claim was made in the arbitration proceeding and therefore is a bar to prevent you from proceeding with the civil action. Judgments upon the award rendered by the arbitrator may be entered in any court having jurisdiction. We agree that any petition to confirm an arbitration award may be served by mail at the last known address and that no personal service will be required. In this regard, it is further agreed that the place for performance of this agreement is in the City of Los Angeles, County of Los Angeles, State of California. In the event that collection enforcement measures are required following an arbitration proceeding, including but not limited to the Confirmation of the Arbitration Award as Judgment, the prevailing party may be entitled to all expenses of collection including all attorneys' fees and costs. We appreciate the opportunity to be of service to you, and we believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree that the above accurately sets forth the terms of our engagement, please so indicate by signing below and returning this agreement to Gursey, Schneider & Co. LLP. This letter will continue in effect until canceled by either party. Sincerely, Rory Bui`nett AGREED TO AND ACCEPTED BY: 99#37-41MM Leonis C. Malb_grg City of Vernon ATTEST: r4 � Giles - VELA GIRON., City Clerk Date: P E AS TO FORM: J ISON, City Attorney t i f 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 10, 2007 Mr. Rory Burnett Gursey, Schneider & Co. LLP 10351 Santa Monica Blvd., Suite 300 Los Angeles, CA 90025-6912 Re: Accounting, Tax and Consulting Services Engagement Letter Agreement Dear Mr. Burnett: Transmitted herewith is a signed copy of the above -referenced letter agreement, approved by City Council on August 27, 2007, through Resolution No. 9395. If you have any questions regarding this matter, please call Mr. Eric Fresch, at (323) 583-8811 ext. 171. _.Very truly yours, Z AyGion City Clerk NG:dr c: Resolution No. 9395 Agreement File No. 07-088 Exclusively Industrial