ATTACHMENT B _ Professional Services Agreemen.pdf

ATTACHMENT B

PROFESSIONAL SERVICES AGREEMENT

MCD-FIN-RFP-FY26-003 – Forensic Audit and Internal Controls

Assessment of City-Issued Equipment and Asset Accountability

STATE OF GEORGIA

COUNTY OF HENRY

THIS AGREEMENT FOR ___________(“Agreement”) is made by and between the City of McDonough, a State of Georgia municipal incorporation (“Auditee”), and INSERT NAME AND CORPORATE TYPE, organized under the laws of the State of Georgia (“Consultant”) (collectively referred to as the “Parties”).

WITNESSETH THAT:

WHEREAS, the Auditee is required by applicable law to be audited on a regular basis in accordance with certain specified audit standards;

WHEREAS, the Consultant is engaged in the practice of accountancy and business of performing professional audit services;

WHEREAS, the Auditee desires to utilize the professional services of the Consultant, in accordance with the needs, requirements, terms and conditions contained in a Request for Proposals, MCD-FIN-RFP-FY26-003 – Forensic Audit and Internal Controls Assessment of City-Issued Equipment and Asset Accountability (the “RFP”), and the proposal (the “Consultant’s Proposal”) submitted by the Consultant in response to the RFP, which RFP and Consultant’s Proposal are attached hereto and by this reference incorporated herein;

WHEREAS, the City of McDonough awarded the contract for _________ to the Consultant in accordance with the RFP and in reliance upon the representations and certifications contained in the Consultant’s Proposal; and

WHEREAS, the Consultant and The City of McDonough desire to document the terms and conditions of their Agreement.

NOW, THEREFORE, for and consideration of the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

Article 1

BASIC AGREEMENT

The Consultant will perform professional audit services in accordance with the Audit Requirements, Reporting and Delivery Requirements, General Terms and Conditions, and Special Terms and Conditions of the RFP. The Auditee will provide the information required by the RFP. The Consultant shall be compensated for its services as provided in the RFP and the Consultant’s Proposal.

Article 2

COVENANTS AND REPRESENTATIONS

1. 2.1 Covenants of the Consultant. The Consultant shall perform professional audit services in accordance with the Consultant’s Proposal and the Audit Requirements, Reporting and Delivery Requirements, General Terms and Conditions, and Special Terms and Conditions contained in Sections III, VI, VII of the RFP, and any attachments thereto, all of which are by this reference incorporated herein.

Consultant warrants and represents that it possesses the special skill, professional competence, expertise and experience to undertake the Services and the obligations imposed by this Agreement. Consultant agrees to perform the Services required by this Agreement in a diligent, efficient, competent and skillful manner commensurate with the highest standards of its industry. Consultant further warrants and represents that it will, at all times under this Agreement, observe and comply with all applicable federal, state and local ordinances, rules and regulations. Consultant warrants and represents that:

a. The Services to be performed hereunder will not create an actual or apparent conflict of interest with any other work it is currently performing;

b. Consultant is not presently subject to any agreement with a competitor or with any other party that will prevent Consultant from performing in full accord with this Agreement;

c. Consultant is not subject to any statute, regulation, ordinance or rule that will limit its ability to perform its obligations under this Agreement; and

d. Consultant shall be free to accept other work during the term hereof; provided, however, that such other work shall not interfere with the provision of Services hereunder.

2.2 Covenants of the Auditee. The Auditee will provide to Consultant all information reasonably necessary, useful or customary pursuant to both standard accounting and auditing practices and customary within Auditee’s trade or business activities.

2.3 Representations. To induce the Auditee to enter into this Agreement, the Auditee shall be entitled to rely upon the representations and certifications made by the Consultant in the Consultant’s Proposal, without independent investigation and verification, and each such representation or certification shall be deemed to be material to this Agreement. The person negotiating and executing this Agreement on behalf of the Consultant has the full right, power, and authority to enter into, execute and perform this Agreement in accordance with the terms hereof, and when executed and delivered, this Agreement will constitute a valid and binding obligation of the Consultant and will be enforceable in accordance with the terms thereof.

ARTICLE 3

FEES

3.1 The Consultant shall be paid for its services as provided in the schedule of fees and expenses submitted by the Consultant in the Consultant’s Proposal in the sealed dollar cost bid as stated in the Cost Component of the RFP, Section IV (B), which are by this reference incorporated herein. Additional services shall be compensated in the manner set forth in the Addendum to this Agreement, at the same rates as set forth in the schedule of fees and expenses submitted by the Consultant in the Consultant’s Proposal.

ARTICLE 4

CONTINGENCIES

4.1 Contingent Obligations of the Auditee. The obligations of the Auditee are subject to the following conditions:

4.1.1 The ability of the Auditee to carry out the terms of this Agreement in accordance with the laws and Constitution of the State of Georgia.

4.1.2 The timely performance by the Consultant of each and every covenant, agreement, and obligation imposed upon the Consultant in this Agreement.

4.1.3 The truth and accuracy as of the Date Hereof of each and every representation made by the Consultant.

4.1.4 This Agreement is expressly made subject to other laws affecting its subject matter.

In the event of any conflict between such laws and this Agreement, such laws shall take precedence.

4.2 Contingent Obligations of the Consultant. The obligations of the Consultant are subject to the following conditions:

4.2.1 The timely performance by the Auditee of each and every covenant, agreement, and obligation imposed upon the Auditee in this Agreement.

ARTICLE 5

TERM

This Agreement shall become effective as of the date (“Effective Date”) that it has been approved by the City’s Council and thereafter executed by both Consultant and Auditee’s Mayor. This Agreement shall have an initial term commencing on the Effective Date and terminating at midnight on _______. The Agreement shall automatically renew for two additional successive one-year renewal terms, unless either party gives notice of its election not to renew the Agreement within thirty (30) days prior to the end of the then current term.

ARTICLE 6

NOTICES

All notices or other communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly given when 1) emailed and 2) delivered personally in hand or by certified U.S. mail, to the following:

If to the City:

City of McDonough c/o Kamali Varner, Mayor 136 Keys Ferry Street McDonough, GA 30253

City of McDonough c/o Keith Dickerson, City Administrator 136 Keys Ferry Street McDonough, GA 30253

With email copy to: kvarner@mcdonoughga.org kdickerson@mcdonoughga.org

If to Contractor:

With email copy to:

Either party may, from time to time, by five (5) days’ prior written notice to the other party, specify a different agent or address to which their respective notices should be delivered.

ARTICLE 7

RIGHTS CUMULATIVE

All rights, powers, and privileges conferred hereunder shall be cumulative and not restrictive of those given by law.

ARTICLE 8

NON-WAIVER

No failure of the Auditee to exercise any right or power given to the Auditee under this Agreement, or to insist upon strict compliance by the Consultant with the provisions of this Agreement, and no custom or practice of the Auditee or the Consultant at variance with the terms and conditions of this Agreement, shall constitute a waiver of the Auditee’s right to demand exact and strict compliance with the terms and conditions of this Agreement.

ARTICLE 9

CONTINUITY

Each of the provisions of this Agreement shall be binding upon and inure to the benefit and detriment of the Consultant and the Auditee and the heirs, devisees, legatees, legal representatives, successors and assigns of the Consultant and the Auditee.

ARTICLE 10

DATE FOR PERFORMANCE

If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled business day.

ARTICLE 11

TIME OF THE ESSENCE

All time limits stated herein are of the essence of this Agreement.

ARTICLE 12

CAPTIONS

The brief headings or titles preceding each provision hereof are for purposes of identification and convenience only and should be completely disregarded in construing this Agreement.

ARTICLE 13

PROPRIETARY INFORMATION

Consultant acknowledges that it may have access to and become acquainted with confidential and other information proprietary to the City including, but not limited to, information concerning the City’s operations, customers, citizens, business and financial condition, as well as information to which Consultant has an obligation to maintain confidentiality (collectively referred to herein as “Proprietary Information”). Consultant agrees not to disclose, directly or indirectly, to anyone or to use or to allow others to use, for any purpose whatsoever, any Proprietary Information of any type, whether or not designated confidential or proprietary, acquired in the course of performing under this

Agreement. The obligations of Consultant under this section shall survive the termination of this Agreement. Plans, drawings and specification or other writings or documents prepared or provided by Consultant hereunder are prepared for the City’s use only, but may be used by Consultant for purposes of illustrating the scope and nature of

Contractor’s project involvement. Consultant shall provide city with a reproducible set of drawings and specifications for its records.

ARTICLE 14

INSURANCE

Consultant shall procure and maintain, at Contractor’s expense, insurance from companies authorized to do business in Georgia and assigned an A.M. Best’s rating of no less than A-(IX), with the coverages set forth below:

i. Professional Liability Insurance (including environmental liability coverage) of not less than $1,000,000 per claim and $1,000,000 in the aggregate.

(A) Consultant shall name the City as additional insured on all insurance required under the Agreement.

(B) All coverages required hereunder shall be kept in full force and effect for the term of this Agreement. Certificates of Insurance shall be provided by Consultant to City within thirty (30) days of the execution of this Agreement.

ARTICLE 15

Governing Law and Consent to Jurisdiction

This Agreement is made and entered into in the State of Georgia and this Agreement and the rights and obligations of the Parties hereto shall be governed by and construed according to the laws of the State of Georgia without giving effect to the principles of conflicts of laws. Venue for the purpose of any disputes arising from this Agreement shall be with the courts of Henry County, Georgia.

ARTICLE 16

INDEMNIFICATION

Consultant agrees to indemnify, defend and hold harmless Auditee and Auditee’s officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by the Consultant/any services of any kind or nature furnished by the Consultant, provided that such liability is not attributable to the sole negligence of any government entity employee or to failure of government entity employees to use the materials, goods, or equipment in the manner described by the Consultant on the materials, goods, or equipment delivered.

ARTICLE 17

DISPUTES

No civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement may be commenced without first giving thirty (30) calendar day’s written notice to the City of the claim and the intent to initiate a civil action.

ARTICLE 18

INDEPENDENT CONTRACTOR

Nothing contained herein shall be deemed to create any relationship other than that of independent contractor between the City and Consultant. This Agreement shall not constitute, create, or otherwise imply an employment, joint venture, partnership, agency or similar arrangement between the City and Contractor. It is expressly agreed that

Consultant is acting as an independent contractor and not as an employee in providing the Services under this Agreement.

ARTICLE 19

COUNTERPARTS

This Agreement is executed in two (2) counterparts which are separately numbered but each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other.

ARTICLE 20

NO ASSIGNMENT, NO THIRD-PARTY BENEFICIARIES

14.1 This Agreement is a personal retention of Consultant as an independent contractor.

Consultant must perform by its own forces and may not delegate, subcontract, assign, transfer, or otherwise obtain its performance of this Agreement, without the express written consent of Auditee.

14.2 Nothing herein shall be construed as conferring upon or giving to any person, other than the parties hereto, any rights or benefits under or by reason of this Agreement.

IN WITNESS WHEREOF, the Consultant and the Auditee have caused these presents to be duly signed, sealed and delivered on the day, month, and year first above written.

CONSULTANT

By (Seal)

Name:_________________________

Title:__________________________

(If corporation, fill in below)

Attest: (Seal)

Name:_________________________

Title:__________________________

(Corporate seal affixed)

AUDITEE: