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HomeMy WebLinkAbout2016-05-24 - AGENDA REPORTS - PROFFESSIONAL AUDITING SVCS (2)0 Company Vavrinek, Trine, Day & Co., LLP LSL CPAs White Nelson Diehl Evans LLP The Pun Group Location Rancho Cucamonga, CA Brea, CA Irvine, CA Santa Ana, CA Three -Year Cost $341,235 $315,060 $289,507 $276,936 Staff and a representative from an outside agency scored the proposals from each firm, evaluating their qualifications and experience, audit methodology and management approach, quality of personnel, and commitment to timeliness. Each of the four firms were interviewed by the evaluation panel. Vavrinek, Trine, Day & Co., LLP was also interviewed by a second evaluation panel. As a result of this evaluation process, Vavrinek, Trine, Day & Co., LLP is recommended based on their ability to provide professional guidance, qualified staff, experience auditing comparable -sized cities, and the positive feedback received from their municipal clients contacted for references. Vavrinek, Trine, Day & Co., LLP is ranked in the top 100 CPA firms in the nation. The firm provides governmental auditing services to over 300 governmental agencies in California and ranks in the top 10 providers in the nation for auditing federal grants via the Single Audit. To ensure the highest quality audit, Vavrinek, Trine, Day & Co., LLP has a full-time partner and staff solely dedicated to quality control and over 25 percent of the audit hours will be performed directly by firm partners and managers. Based on total audit hours, the bid submitted by Vavrinek, Trine, Day & Co., LLP has the lowest hourly cost for FY 2015-16. Based on the results of this competitive process, the annual cost to the City for acquiring auditing services will be $112,000 for FY 2015-16, $112,710 for FY 2016-17, and $116,525 for FY 2017- 18. ALTERNATIVE ACTION Other direction as determined by City Council. FISCAL IMPACT Adequate funds are budgeted for the contracted amount not to exceed $341,235 over three fiscal years, contingent upon the appropriation of funds by the City Council. ATTACHMENTS Request for Proposal - Professional Auditing Services (available in City Clerk's Reading File) Exhibit A - Vavrinek, Trine, Day & Co., LLP Cost Proposal (available in City Clerk's Reading File) Page 2 Packet Pg. 87 PROPOSAL INSTRUCTIONS (continued) collect against the bond or surety, or may invoice the contractor for excess costs so paid, and prices paid by the City shall be considered the prevailing market price at the time such purchase is made. 11. Assignment. No assignment by the contractor of contract or any part hereof, or of funds to be received hereunder, is binding upon the City unless the City gave written consent before such assignment. 12. Sub contractors. The Proposer must list any subcontractors that will be used, the work to be performed by them, and total number of hours or percentage of time they will spend on the project. 13. Protection of Resident Workers. The City of Santa Clarita actively supports the Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (1-9). The Contractor shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. 14. Termination. The City may terminate any service or requirement contract, with or without cause, either verbally or in writing any time. 15. Indemnification. The bidder is required to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of any agreement entered into between the parties. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, the bidder must defend the City (at the City's request and with counsel satisfactory to the City) and indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. 16. Bonds. No bonds are necessary for this Request For Proposal. 17. Insurance. For contracts involving services the City requires insurance. Proof of insurance shall be provided by using an ACORD certificate of insurance and shall be provided prior to contract signing. Insurance shall be "Primary and Non -Contributory" and must name the "City of Santa Clarita" as an additional insured. The certificate shall list coverage for General Liability (limit of $1,000,000 CSL or $1,000,000 per occurrence with a $2,000,000 aggregate), Auto Liability (limit of $1,000,000), and Worker's Compensation (statutory requirement). For professional services, Professional Liability with a limit of $1,000,000 may also be required. Insurance shall not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Specific insurance requirements will be set forth in any contract awarded to a proposer. 18. Payment. (a) Proposer shall state payment terms offered. (b) Payment will be made on the pay period after receipt and acceptance of goods and/or services and upon using department confirmation of such acceptance. 19. On -Site Inspection. When deemed necessary by the City, an on-site inspection date and time will be so designated. Proposer is responsible for inspecting and understanding the total scope of the projects (i.e., specifications, quality, and quantity of work to be performed.) Bid # AS -15-16-14 PROPOSAL INSTRUCTIONS (continued) 20. Specifications. Materials differing from stated specifications may be considered, provided such differences are clearly noted and described, and provided further that such articles are considered by a City official to be in all essential respects in compliance with the specifications. 21. Brand Names. The use of the name of a manufacturer, or any specific brand or make, in describing any item contained in the proposal does not restrict proposers to the manufacturer or specific article, this means is being used simply to indicate a quality and utility of the article desired, but the goods on which proposals are submitted must in all cases be equal in quality and utility to those referred to. This exception applies solely to the material items in question and does not supersede any other specifications or requirements cited. Documentation of equivalency must be submitted with the bid. At a minimum the documentation must demonstrate equivalency in form, fit, function, quality, performance and all other stated requirements. The City is final determiner of equivalency. Exception is made on those items wherein identical supply has been determined a necessity and the notation NO SUBSTITUTE has been used in the specifications. 22. Proposal Refection. The City reserves the right to reject any or all proposals and to waive any informality in any proposal. The City may reject the proposal of any proposer who has previously failed to perform properly, or complete on time, contracts of a similar nature, or to reject the proposal of a proposer who is not in a position to perform such a contract satisfactorily. The City may reject the proposal of any proposer who is in default of the payment of taxes, licenses or other monies due to the City of Santa Clarita. The City reserves the right to reject any or all proposals and to waive any informality in any proposal. 23. Addenda. The City will not accept responsibility for incomplete packages or missing addenda. It is the quoter's responsibility to contact the project manager, for public projects, or Purchasing prior to submission of the quote to make certain the package is complete and all required addenda are included. This information will also be available from the City's website if the quote was downloaded. 24. Price Reductions. If at any time during the life of this contract, the successful proposer reduces his price or prices to others purchasing approximately the same quantities as contemplated by this contract, the contract prices must be reduced accordingly, and the contractor/vendor will immediately notify the Purchasing Agent, City of Santa Clarita. 25. Contract Pricing. Except as otherwise provided, price proposals must remain consistent through the term of this contract. The City does not pay "surcharges" of any type unless identified in the response to this proposal. All costs will be included in the pricing provided to the City. 26. Non -Appropriation of Funds. The City's obligation is payable only and solely from funds appropriated for the purpose of this agreement. All funds for payment after June 30 of the current fiscal year are subject to City's legislative appropriation for this purpose. In the event the governing body appropriating funds does not allocate sufficient funds for the next succeeding fiscal year's payments. Then the affected deliveries/services may be (1) terminated without penalty in their entirety, or (2) reduced in accordance with available funding as deemed necessary by the City. The City shall notify the Contractor in writing of any such non -allocation of funds at the earliest possible date. 27. Safety. Contractor agrees to comply with the provisions of the Occupational Safety and Health Act of 1970 (or latest revision), the State of California Safety Orders, and regulations issued thereunder, and certifies that all items furnished under this proposal will conform and comply with Bid # AS -15-16-14 5 C. STATEMENT OF WORK AND FORMAT The City of Santa Clarita (City) requests proposals for the following purpose according to the terms and conditions attached. In the preparation of this Request for Proposal the words "Bidder", "Contractor", and "Consultant" are used interchangeably. Purpose: The City is requesting proposals from qualified certified public accountant firms to audit its financial statements. These audits are to be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards (2011), and the provision of the Federal Single Audit Act Amendments of 1996 and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non -Profit Organizations. In addition, the requirements of the Government Finance Officers Association Certificate of Achievement of Excellence in Financial Reporting must be met. There is no expressed or implied obligation for the City to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from proposers, or to allow corrections of errors or omissions. At the City's discretion, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. The City reserves the right to retain all proposals submitted and to use any idea(s) in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the firm selected. It is anticipated the selection of a firm will be completed by May 24, 2016. Following the notification of the selected firm, we expect a contract will be executed between both parties by May 31, 2016. The proposal package shall present all-inclusive audit fees for each year of the contract term. 2. Proposal Schedule: Following is a tentative schedule of events: EVENT Solicitation advertisement Last day for questions Return of proposals Evaluations of proposals Interviews Recommendation to awarding body Project completion date Bid # AS -15-16-14 DATE March 4, 2016 March 17, 2016 April 12, 2016 April 13-15, 2016 April 18-22, 2016 May 24, 2016 Annual Program Description During the fiscal year to be audited, the City anticipates receiving the following federal financial assistance: Department of Housing and Urban Development - CDBG Programs U.S. Department of Justice - OCJP, JAG Department of Labor — WIA Department of Agriculture - NRCS US Department of Transportation — FTA, TEA, FHWA, HBRR, STIP, SRTS, HSIP US Department of Energy - EECBG The City is a member of the California Public Employees Retirement System (PERS), an agent multiple -employer public employee retirement system. All full-time and permanent part-time City employees participate in PERS. The City provides pension benefits for its part-time project employees through a defined contribution plan. The City has elected to participate in the Public Agency Retirement Services (PARS) Public Agencies Post -Retirement Health Care Plan Trust to fund post -employment benefits for its employees as specified in the City's policies. This irrevocable, tax exempt trust is established under Section 115 of the Internal Revenue Code and has a Private Letter Ruling from the IRS. Budgetary Basis of Accounting Budgets for the City are prepared on a basis consistent with generally accepted accounting principles. At fiscal year-end, all budgeted funds that have been encumbered are reviewed, submitted for approval, and if approved, will be carried over into the following fiscal year. Capital projects are budgeted on an annual basis. Incomplete capital improvement budget appropriations are carried over into the following fiscal year. Administrative Services Department Operations Darren Hernandez is the Deputy City Manager with oversight of eight divisions totaling 75 employees. These divisions consist of: • Administration • Finance • Technology Services • Urban Forestry • Transit • Special Districts • Public Library • City Clerk City staff members will be made available to assist in the audit. We will prepare any necessary schedules, provide documents (invoices, checks, council minutes, etc.) and prepare (type) all confirmations. In addition, we will be available to respond to any questions which may arise during the audit. The City will also provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to a telephone line, photocopying facilities, Wi-Fi, and fax machines to be used for the audit. Computer System The City's computerized systems are run on a Local Area Network (LAN). The Bid # AS -15-16-14 0 accounting functions are computerized using SunGard Pentamation software. The applications operating on this system are general ledger, fixed assets, accounts payable, accounts receivable, payroll, human resources, purchasing, cash collections and budgeting. 4. Obiective(s)/Work Products: The City reserves the right to select any or all of the products and services included in Sections 4 and 5. Report preparation, editing, printing, binding and 'pdF formatting (for posting to the City's website and emailing to regulatory agencies for the reports listed below. Additionally, the CAFR shall be printed in color and in compliance with the requirements of the Government Finance Officers Association for Certificate of Achievement of Excellence in Financial Reporting award application. Report covers and tabs for the CAFR will be provided by the City. a) Comprehensive Annual Financial Report (26 copies) b) Single Audit Report (20 copies) c) AB 2766 Report (18 copies) d) Transit Report (20 copies) e) Santa Clarita Watershed Recreation and Conservation Authority (SCWRCA) Report (16 copies) f) Open Space Preservation District (OSPD) Report (26 copies) g) Santa Clarita Public Television Authority SCPTA (20 copies) h) Auditor's Communication to those Charged with Governance (16 copies) i) Appropriations Limit Calculation (16 copies) 5. Work Statement: Scope of Work The City desires a Comprehensive Annual Financial Report (CAFR) and its component unit financial statements for the City of Santa Clarita to be prepared by the independent auditor and be fully compliant for GASB 34 for the fiscal year ended June 30, 2016 and each of the subsequent years, June 30, 2017 and 2018 of the audit firm's contract with the City. The selected independent auditor will be expected to perform and provide pricing for the following tasks: a) The auditor shall perform an audit of all funds of the City. The audit shall be conducted in accordance with auditing standards generally accepted in the United States of American and Government Auditing Standards, issued by the Comptroller of the United States. The City's Comprehensive Annual Financial Report (CAFR) will be prepared, word processed and printed by the audit firm. The CAFR will be in full compliance with GASB 34. The audit firm will render their auditor's report on the basic financial statements which will include both Government -Wide Financial Statements and Fund Financial Statements. The audit firm will also apply limited audit procedures to Management's Discussion and Analysis (MD&A) and required supplementary information pertaining to the General Fund and each major fund of the City. The audit firm shall present the CAFR and Auditor's Communication with Those Charged with Governance to the City Council at the completion of the audit each fiscal year. b) The auditor shall perform a single audit on the expenditures of federal grants in Bid # AS -15-16-14 10 accordance with OMB Circular A-133 and render the appropriate audit reports on Internal Control over Financial Reporting based upon the audit of the City's financial statements in accordance with Government Auditing Standards and the appropriate reports on compliance with Requirements Applicable to each Major Program, Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with OMB Circular A-133. The single audit report will include appropriate schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow upon prior findings where required. C) The auditor shall perform agreed-upon auditing procedures pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance. d) The auditor shall issue a separate "management letter" that includes recommendations for improvements in internal control, accounting procedures and other significant observations that are considered to be non -reportable conditions. Management letter shall be addressed to the City Manager. e) The auditor shall prepare and file the Annual Reports of Financial Transactions to the State Controller for each year by the due date required by the State Controller's Office for the City, Transit, and the Santa Clarita Public Financing Authority. The auditor shall prepare the financial report for the Air Quality Management District for AB 2766 funds. g) The auditor shall prepare the financial report for Transit Enterprise Fund. h) The auditor shall prepare the financial report for the Santa Clarita Watershed Recreation and Conservation Authority (SCWRCA). The auditor shall prepare the financial report for the Open Space Preservation District (OSPD) and present the report to the Financial Accountability and Audit Panel, if requested. j). The auditor shall prepare the financial report for the Santa Clarita Public Television Authority (SCPTA) bi-annually (Fiscal years 2014-15 and 2015-16). Auditing Standards To meet the requirements of this request for proposal, the audit shall be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards (2011), and the provision of the Federal Single Audit Act Amendments of 1996 and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non -Profit Organizations,. In addition, the requirements of the Government Finance Officers Association Certificate of Achievement of Excellence in Financial Reporting must be met. Internal Controls and Compliance Reports In the required reports on internal controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also Bid # AS -15-16-14 11 material weaknesses shall be identified as such in the report. Non -reportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the report on internal controls. The reports on compliance shall include all instances of non-compliance. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts of which they become aware to the City Manager, City Attorney and Deputy City Manager. Auditors shall assure themselves that the City is informed of each of the following: a) The auditor's responsibility under generally accepted auditing standards b) Significant accounting policies c) Management judgments and accounting estimates d) Significant audit adjustments e) Other information in documents containing audited financial statements f) Disagreements with management g) Management consultation with other accountants h) Major issued discussed with management prior to retention i) Difficulties encountered in performing the audit Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of the need to extend the retention period. The auditor shall be required to make working papers available, upon request, by the City or any government agencies included in the audit of federal grants. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. Interested proposers who wish to review prior year's audit reports and management letter can obtain a PDF copy via email by contacting: ikillian0santa-clarita.com. The City will use its best efforts to make prior audit reports and supporting working papers available to proposers to aid their response to this request for proposal. Prior year's CAFRs are also available on the City's website. Special Consideration The City has obtained the "Certificate of Achievement for Excellence in Financial Reporting" award from the Government Finance Officers Association of the United States and Canada. It is the City's intention to continue to receive these awards annually and will expect the comprehensive annual financial report to meet the requirements of this program. 6. Required Qualifications: All assigned key professional staff of the firm must be properly licensed to practice in California and the firm must be independent of the City. To qualify the firm must have extensive experience in audits of local governments as well as experience with preparation of Comprehensive Annual Financial Statements in GASB 34 format. Time Schedule: Bid # AS -15-16-14 12 Date Audit May Commence Audit planning, documentation of systems of internal control and compliance and transaction testing should be completed during interim stage. It is expected that interim audit would take place in June; the City has reserved June 2016 for the Interim Audit. It is expected the City will close its books and be ready for the final audit by the beginning of September, the City has reserved September 2016 for FY 2015-16 Year End Audit. Date Reports Are Due The auditor shall provide all drafts and recommendations for improvements to the Deputy City Manager within a reasonable time period after the last day of field work. The auditor should be available for any meetings that may be necessary to discuss the draft audit reports. Once all issues of discussion are resolved, the completed CAFR, component unit financial statement, and other requested reports shall be delivered to the Deputy City Manager. It is anticipated that this process will be completed and the final products to be delivered by November 15, 2016. 8. Response Submittal Requirements. (a) CONTENTS OF PROPOSAL Submitted proposals must follow the format outlined below and all requested information must be supplied. Failure to submit proposals in the required format may result in elimination from proposal evaluation. Unnecessarily complex or decorative proposals are not desired. FORMAT Each proposal must be submitted in two parts: Part I must relate to the Technical Proposal Part 11 must relate to the Cost Proposal PART I - TECHNICAL PROPOSAL Cover Letter - Must include the name, address, and telephone number of the company, and be signed by the person or persons authorized to represent the firm. Table of Contents - Clearly identify material contained in the proposal by section and page number. Introduction (Section 1) - Contents to be determined by contractor. Project Analysis (Section 2) - Provide an explanation and interpretation of the problem areas described in this RFP. Objective, Scope, Nature of Proposed Program (Section 3) - Describe the overall approach to the problem, including the objective and scope of work to be performed by the contractor. Work Program (Section 4) - Describe the work or tasks to be performed, including sequence of work activities, dependencies, and significant completion dates for major products. Bid # AS -15-16-14 13 Methodology (Section 5) - Describe the methodology and techniques to be employed. This section should include an executive summary discussing the firm's qualifications, relevant experience, location of offices, size of the organization and any general information about the firm. An affirmative statement should be included verifying the firm and all assigned key professional staff are properly licensed to practice in California. Project Management (Section 6) - Describe the proposed management structure, organization of contracting group, and facilities available. Assigned Personnel (Section 7) - Identify the staff members having primary responsibility for implementing the proposal. Discuss their professional and academic backgrounds. Provide a summary of similar work they have previously performed. List the amount of time, on a continuous basis, that each staff member will spend on this project. Describe the responsibilities and capacity of the technical personnel involved. Substitution of the partner and/or manager will not be permitted without prior written approval of the City. Schedule (Section 8) - List the proposed schedule of activities, including labor hours and calendar time requirements, by product. Program Monitoring (Section 9) - Describe the procedures to be utilized during the project, including a diagram of workflow, interface points, and major products. City Resources (Section 10) - Describe and City services and staff resources needed to supplement contractor activities to achieve identified objective(s). Subcontractors (Section 11) - If subcontractors are to be used, identify each of them in the proposal. Describe the work to be performed by them and the number of hours or the percentage of time they will devote to the project. Provide a list of their assigned staff, their qualifications, relationship to project management, schedule, costs, and hourly rates. Contractor Capability and References (Section 12) - To qualify the firm must have extensive experience in audits of local governments as well as experience with preparation of Comprehensive Annual Financial Statements in GASB 34 format. Please provide three (3) references that are of similar size and scope of audit services as requested by the City. Include the following information for each reference: a) Contact name and title, b) Name of government agency, c) Address, d) Telephone and fax numbers, e) Number of years as a client, f) Description of services provided including contract amount, when provided and project outcome. Quality Control Review Report (Section 13) — The firm must submit a copy of its most recent report external quality control review, with a statement whether that quality control review included a review of specific government engagements. Alternative Proposals (Section 14) - Provide statements of alternative proposals, if any, labeled "Alternative Proposal Number One, Alternative Proposal Number Two," etc. The format of each alternative proposal submitted may be abbreviated to address just the following: a) Work Program b) Methodology c) Assigned Personnel Conflict of Interest (Section 15) - Address possible conflicts of interest with other clients affected by actions performed by the firm on behalf of the City. Although the bidder will not be automatically Bid # AS -15-16-14 14 disqualified by reason of work performed for other parties, the City reserves the right to consider the nature and extent of such work in evaluating the proposal. Additional Data (Section 16) - Provide other essential data that may assist in the evaluation of this proposal. PART II - COST PROPOSAL The cost proposal should be a separate, uploaded item of the proposal response. Name and Address The Cost Proposal must list the name and complete address of the bidder in the upper, left-hand corner. Cost Proposal The Cost/Price format for the proposal is provided as Attachments A and B. Charges for supplies, equipment, and subcontractors will be paid at cost. It is expected that general, overhead, and administrative costs are included in the hourly rate for labor. Proposals submitted will be held to the total cost given in the response. It will be assumed that all contingencies and/or anticipated escalations are included. No additional funds will be paid above and beyond the original proposal given by the selected audit firm. (b) PROPOSAL SUBMISSION All proposals must be submitted according to specifications set forth in Section 8 (a) - Contents of Proposal and this section. Failure to adhere to these specifications may be cause for rejection of proposal. Signature. An authorized representative of the bidder should sign all proposals. II. Due Date. All proposals must be received as noted in the "Instructions" section. Late bids/proposals will not be accepted. Any correction or resubmission done by the proposer will not extend the submittal due date. III. Addenda. City may modify the proposal and/or issue supplementary information or guidelines relating to the RFP during the proposal preparation period of 03/04/16 to 04/12/16. Proposers are cautioned against relying on verbal information in the preparation of proposal responses. All official information and guidance will be provided as part of this solicitation or written addenda. IV. Refection. A proposal may be deemed non-responsive and may be immediately rejected if: - It is received at any time after the exact date and time set for receipt of proposals and/or, - It is not prepared in the format prescribed and/or, - It is signed by an individual not authorized to represent the firm. V. Disposition of Proposals. The City reserves the right to reject any or all proposals. All responses become the property of the City. A copy of the proposal shall be retained for City files. VI. Proposal Changes. Once submitted, proposals, including the composition of the contracting team, cannot be altered without the prior written consent of the City. All proposals constitute an offer to the City and may not be withdrawn for a period of one hundred and twenty (120) days after the last day to accept proposals. Bid # AS -15-16-14 15 VII. Proposal Evaluation and Contractor Selection. An evaluation panel comprised of representatives from the requesting department will evaluate all proposals to determine responsiveness to the RFP. The panel will recommend the selection of the responsible Proposer whose proposal is most advantageous to the City. Accordingly, the City may not necessarily make an award to the Proposer with the highest technical ranking nor award to the Proposer with the lowest Price Proposal if doing so would not be in the overall best interest of the City. The overall criteria listed below are listed in relative order of importance. As proposals are considered by the City to be more equal in their technical merit, the evaluated cost or price becomes more important so that when technical proposals are evaluated as essentially equal, cost or price may be the deciding factor. a) The firm adheres to the instructions in this request for proposals on preparing and submitting the proposals. b) The firm submits a copy of its last external quality control review report and the firm has a record of quality audit work. d) The firm's past experience and performance on comparable government engagements. e) Thoroughness of approach to conducting the audit of the City and demonstration of the understanding of the objectives and scope of the audit. f) Adequacy of proposed staffing plan for various segments of the engagement. g) Commitment to timeliness in the conduct of the audit. During the selection process, the evaluation panel may wish to interview bidders with scores above a natural break. Should an interview process take place the results of the interview may carry great weight in the selection process. The City reserves the right to make a selection solely on the basis of the proposals without further contact. Bid # AS -15-16-14 16 III SAMPLECONTRACT PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND FOR This AGREEMENT by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY") and, ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below, and B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement, and C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed dollars ($ ) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit(s) 11 " which is/are incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit(s) 11 " which is/are incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Bid # AS -15-16-14 17 Exhibit(s) " ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed, and Carefully considered how the services should be performed, and Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from to . Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit(s) " B. Termination as stated in Section 15. Bid # AS -15-16-14 18 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement, and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the CITY within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The CITY will extend the completion time, when appropriate, for the completion of the contracted services. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 1167M9MIVLAA 11►MITI I[07►1 A. CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'S own cost, CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's Bid # AS -15-16-14 19 option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1 (C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. Notwithstanding any provisions of this Agreement to the contrary, design professionals shall be required to defend and indemnify the City only to the extent allowed by Civil Code Section 2782.8, namely for claims caused by the negligence, recklessness or willful misconduct of the design professional. The term "design professional" includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the Business entities which offer such services in accordance with the applicable provisions of the business and Professions Code. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial Bid #AS -15-16-14 20 and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below TVpe of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of 'A:VI I." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain coverage at CONSULTANT'S expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate. In the alternative, should CONSULTANT fail to meet any of the insurance requirements under this agreement, City may cancel the Agreement immediately with no Denalty. Bid #AS -15-16-14 21 G. Should CONSULTANT'S insurance required by this Agreement be cancelled at any point prior to expiration of the Policy, CONSULTANT must notify City within 24 hours of receipt of notice of cancellation. Furthermore, CONSULTANT must obtain replacement coverage that meets all contractual requirements within 10 daVs of the prior insurer's issuance of notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows If to CONSULTANT If to CITY City of Santa Clarita 23920 Valencia Boulevard., Suite 300 Santa Clarita, CA 91355 Aftn Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B. Initials of Consultant Bid #AS -15-16-14 22 B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT'S work product will be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category "T" of the CITY's Conflict of Interest Code 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is/are ) Attachment(s) to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning, it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHOR ITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. Bid #AS -15-16-14 23 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. 40. PROTECTION OF RESIDENT WORKERS. The City of Santa Clarita actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (1-9). The CONSULTANT shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. 41. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The Parties agree that this Agreement may be transmitted and signed by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. [SIGNATURES ON NEXT PAGE] Bid #AS -15-16-14 24 IN WITNESS WHEREOF, the parties hereto have executed this contract on this date of 1 ;101 ZKOIS] 01 &1110 IM 01 k 19 I I afiel N Oel ZIA I IQ 011 By: SAMPLE ONLY— DO NOT SIGN By: Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER LIM City Manager Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY 0 City Attorney Date: Print Name & Title Date: Bid #AS -15-16-14 25 ATTACHMENT A (pagel) AUDIT WORK PRODUCT COST SHEET Based upon your understanding of the needs as described in the Request for Proposal, your proposed fees for this engagement are as follows Audit Services 2015-16 2016-17 2017-18 3 -Year Total City Audit $ $ $ $ Transit Audit $ $ $ $ Single Audit — including report preparation and submission to Federal Audit Clearinghouse $ $ $ $ AB2766 Audit $ $ $ $ GANN Limit Review $ $ $ $ SC Watershed Recreation and Conservation Authority Audit $ $ $ $ Open Space Preservation District Audit $ $ $ $ SC Public Television Authority Audit (Bi -annual) $ $ $ $ Subtotal $ $ $ $ Bid #AS -15-16-14 26 ATTACHMENT B SCHEDULE OF PROFESSIONAL FEES AND EXPENSES Project Labor Costs POSITION 2015-16 2016-17 2017-18 Partners Managers Supervisory Staff Staff Other (Specify) MISCELLANEOUS EXPENSES Out-of-pocket expenses Meals and lodging Transportation CAFR printing Other (Specify) Subtotal Total maximum price for the audit (include annual subtotals from Aftachment A Bid #AS -15-16-14 28