CC SR 20231205 H - Measure W Audit 2023
CITY COUNCIL MEETING DATE: 12/05/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to award a professional services agreement to
CliftonLarsonAllen, LLP for independent financial auditing services of the City’s Measure
W (Safe, Clean Water Program) Fund.
RECOMMENDED COUNCIL ACTION:
(1) Approve an additional appropriation of $15,400 from Measure W funds for
independent audit services;
(2) Award a professional services agreement to CliftonLarsonAllen, LLP for financial
auditing services of the City’s Measure W Fund in an amount up to $22,050 with a
15% contingency of $3,307 for a total contract amount of up to $25,400 and a term
ending on June 30, 2024 with an extension up to 90 days; and
(3) Authorize the Mayor to execute the agreement in a form approved by the City
Attorney.
FISCAL IMPACT: The recommended Council action will result in an expenditure of up
to $25,400. Staff budgeted $10,000 during the budget process in the
spring of 2023 based on previous costs of between $5,000 to
$15,000 for similar financial auditing services. The actual cost is
higher due to this being the initial audit of the new program, Measure
W, which may require a more detailed review. The additional
appropriation of $15,400 will come from the Measure W fund balance
of $875,112. The Measure W fund is a restricted fund, and the
balance is expected to be depleted over time as the City implements
new programs and projects to comply with water pollution reduction
targets.
Amount Budgeted: $10,000
Additional Appropriation: $15,400
Account Number(s): 343-400-3130-5101
(Measure W Fund - Professional/Tech Services) VR
ORIGINATED BY: Vanessa Hevener, Project Manager
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
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RANCHO PALOS VERDES
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with CliftonLarsonAllen (page A-1)
BACKGROUND:
In 2018, property owners within the Los Angeles County Flood Control District (District)
voted on a ballot measure, Measure W, that created the Safe, Clean Water (SCW)
Program and allowed for the collection of a special parcel tax of 2.5 cent s ($0.025) per
square foot of impermeable area. This tax is levied on more than 2.1 million parcels within
the District’s boundary generating approximately $300 million annually to provide local,
dedicated funding to increase regional water supply, improve water quality, and enhance
communities.
The SCW Program is comprised of three sub-programs: Municipal, Regional, and District.
Under the Municipal Program, 40% of the funding from the SCW Program is allocated to
municipalities as a local return. For the City of Rancho Palos Verdes, this equates to
approximately $690,000 in local return. Fifty percent 50% of the funding is allocated to
the Regional Program for implementation of regional multi-benefit projects. The remaining
10% is allocated to the District Program for District-wide outreach/education.
DISCUSSION:
The SCW Program requires municipalities to conduct an independent financial audit of
their use of the SCW Program funds once every three years. The cost of these audits can
be paid out of the Municipal Program funds local return. The SCW Program audits must
be completed by March 31, 2024 for funds were received in FY2020-21; FY2021-22; and
FY 2022-23.
Because CliftonLarsonAllen, LLP (CLA) has been providing independent financial audit
services to the City since 2017, City Staff reached out to CLA to request audit services
for the City’s Measure W -SCW Program funds. CLA has worked closely with the Finance
Department in the past and is well versed with the City’s standards and procedures
including the financial software used by the City. CLA has been conducting audits of the
City’s financial statements, as well as performing agreed-upon audit procedures for the
City’s employee compensation report.
On October 4, 2023, CLA provided a scope of work and fee to audit the financial
statements of the City’s Measure W/SCW Program fund for the previous three fiscal years
ending June 30, 2023, which was used to create a professional services agreement
(Attachment A). The City currently has a professional services agreement with CLA for
citywide audit services and the additional work needed to perform the Measure W funds
audit would raise the total amount of work with CLA above $25,000 for the fiscal year,
bringing it above the threshold of the City Manager’s authority; therefore, City Council
authorization is needed.
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CONCLUSION:
Staff recommends the City Council award a professional services agreement to CLA for
independent financial auditing services of the City’s Measure W/SCW Program funds in
the amount of $22,050 with a 15% contingency of $3,307 for a total contract amount of
up to $25,400.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative actions are available
for the City Council’s consideration:
1. Do not approve the professional services agreement with CliftonLarsonAllen for
independent financial auditing of the City’s Measure W/SCW Program funds and
direct staff to solicit additional proposals.
2. Take other action, as deemed appropriate by the City Council.
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01203.0006/936111.7 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
CLIFTONLARSONALLEN (CLA), LLP
A-1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
CLIFTONLARSONALLEN (CLA), LLP
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on December 5, 2023 by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation (“City”) and CLIFTONLARSONALLEN (CLA),
LLP, a Minnesota limited liability partnership (“Consultant”). City and Consultant may be
referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
B. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONTRACTOR
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
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1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
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(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
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subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
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out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the Services, the Consultant becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Consultant becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Consultant shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
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actual expenses, shall not exceed $22,050 (Twenty Two Thousand Fifty Dollars) (the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
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to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding June 30,
2024, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
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ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Robert J. Callanan Principal
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Vanessa Hevener, Project Manager, or such person as may
be designated by the Director of Public Works. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
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Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
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injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subcontractors.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
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to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
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(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subcontractors,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with Consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
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administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
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disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
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and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
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7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
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different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
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action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
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8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
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9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor Pro Tem
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONTRACTOR:
CLIFTONLARSONALLEN LLP, a Minnesota
limited liability partnership
By:
Name: Robert J. Callanan
Title: Principal
Address: 2875 Michelle Drive, Suite 300, Irvine,
CA 92606
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
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01203.0006/936111.7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
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NUMBER OF PAGES
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DATE OF DOCUMENT
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SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006/936111.7 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following services:
[continued on the next page]
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Scope of audit services
We will audit the financial statements of the Measure W Special Revenue Fund of the City of Rancho Palos
Verdes (the Fund) and the related notes to the financial statements as of and for the three years ended June
30, 2023 (the financial statements).
The Governmental Accounting Standards Board (GASB) provides for certain required supplementary
information (RSI) to accompany the entity's basic financial statements.
The following RSI will be subjected to certain limited procedures, but will not be audited.
• Management's discussion and analysis.
• Budgetary comparison schedules.
Nonaudit services
We will also provide the following nonaudit services:
• Preparation of your financial statements and the related notes.
Audit objectives
The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors' report that includes our opinion about whether your financial statements are fairly
presented, in all material respects, in conformity with accounting principles generally accepted in the
United States of America (U.S. GAAP). Reasonable assurance is a high level of assurance but is not absolute
01203.0006/936111.7 A-2
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assurance and therefore is not a guarantee that an audit conducted in accordance wi th auditing standards
generally accepted in the United States of America (U.S . GAAS) will always detect a material misstatement
when it exists. Misstatements, including omissions, can arise from fraud or error an d are considered
material if there is a substantial likelihood that, individu ally or in the aggregate, they would influence the
judgment made by a reasonable user based on the fi n ancial statemen ts.
Our audit will b e conducted in accordance with U.S. GAAS and the standards for fi n ancial audits contained
in Government Auditing Standards, issued by the Comptroller General of the United States. Those
standards requi re us to be independen t of the en tity and to meet our other ethical responsibilities, in
accordance with the relevan t ethical requirements relating to our a u dit. Our audit will include tests of your
accounting records and other procedures we con sider necessary to enable us to express such an opinions.
We will apply certain limited procedures to the RS I in accordance with U.S. GAAS. H owever, we ,vill not
express an opinion or provide any assurance on the RS I b ecause the limited procedures do not provide us
with sufficient eviden ce to express an opinion or provide any assurance. We will also perform procedures to
enable us to express an opinion on whether t h e supplementary information (as identified above) other than
RSI accompanying the financial statemen ts is fairly stated, in all material respects, in relation to the
financial statemen t s as a whole.
We will issue a written report upon completion of our audit of your financia l statements.
Circumstances may arise in which our report may differ from its expected form an d con tent based on the
results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify
our opinions, add an emphasis-of-matter or other-matter paragraph to our audi tors' report, or if necessary,
withdraw from the engagement. If our opinions are other than unmodified, we will discuss the reasons with
you in advance. If circumstances occur related to the condition of your records, the availability of sufficient,
a p propriate audit evidence, or the existence of a s ignifican t risk of material misstatemen t of the financial
statements caused by error, fraudulent financial reporting, or m isappropriation of assets, which in our
professional j u dgment prevent us from completing the audit or forming opinions on the financial
statements, we retain the right to take any course of action permitted by professional standards, including
declining to express opin ion s or issu e a report, or withdra,,ving from the engagement.
We will also provide a report (which does not include an opinion) on internal control over financial
reportin g and on compliance with the provisions of laws, r egulation s, contracts, and gran t agreements,
noncompliance with which could have a material effect on the financial statements, as required by
Government Auditing Standards. The report on internal control over fi n ancial reporting and on
compliance and other matters ,viii include a paragraph that states (1) that the purpose of the report is solely
to describe the scope of our testing of internal control and compliance and the results of that testing, and
not to provide an opinion on the effectiveness of the entity's internal control or on compliance, and (2) t h at
the report is an integral part of an audit performed in accordan ce with Government Auditing Standards in
co n siderin g the entity's internal control and compliance. Th e paragraph will also s t a te that the report is not
s uitable for any other purpose. If during our audit we become aware that the entity is subject to an audit
requirement that is n ot encompassed in the terms of this engagemen t, we will communicate to
management an d those charged with governance that an audit conducted in accordance with U.S . GAAS
and the standards for fi n ancial audits co n tained in Government Auditing Standards may not satisfy the
01203.0006/936111.7 A-3
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relevan t legal , r egulato1y, or contractual r equirements.
Auditor res pons ibilities, proc edure s , and limita tions
We ,¥ill conduct our audit in accordance with U.S. GAAS and the standards for financial audits con tained in
Government Auditing Standards.
Those st andards require that we exercise profession al judgment a nd m aintain profe ssional skepticism
throughout the planning and performance of the au dit. As part of our audit, we will:
• Identify and assess the risks of material misstatement of t h e fi n ancial statements, whether due to fraud or
error, design and perform audit procedures responsive t o those risks , a n d evaluate whether audit eviden ce
obtain ed is sufficient and appropriate to provide a basis fo r our opinio n. The r isk o f not detecting a m ateri al
misstatement resulting from fraud is higher t h an for one resulting fro m error, as fraud m ay involve
collusion, forgery, intentional omissions, misrepresentation s, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit p rocedures th a t
are appropriate in the circumstances, but not for the purpose of expressing an o pinion on t he effectiven ess
of the entity's internal cont rol. However, we will communicate to you i n writing any signifi cant defic ie n cies
or material weaknesses i n internal control relevant to the audit of the financial statement s that we h ave
identified during the audit.
• Eva luate the appropriateness of acco u nting policies used and the reasonableness of significant accounting
estimates made b y manage m ent, as well as evaluate t he ove rall presen tation of the financial statemen ts,
including the amounts and disclosures, a nd wheth er the finan cial statements represent t h e underlying
tran sactions and even ts in a manner t h at achieves fair present ation.
• Conclude, based on our evaluation of audit evidence obt ained, whether t here are con ditions or events,
considered in t he aggregat e, that raise substantial doubt about th e entity's ability to continue as a going
concern for a reasonable period of time.
Althou gh our audit planning has not been concluded and modifications may b e made, we have iden t ified
the followin g significant risks of material misst atemen t as part of our a udit pl anning:
• Ma nage ment override of controls.
• Revenue recognition.
Th ere is an unavoidable risk, because of the inherent limitations of an audit, toge ther with t he inherent
limita t ions of internal control, that some material misstatements may n ot be detected, even though the
audit is properly planned and performed in accordance with U.S. GAAS and Gove r n ment Auditing
Standards. Because we will not perfor m a detailed examination of all t r ans actions , m aterial misstat ements ,
w hether from (1) errors, (2) fraudulent financial reporting, (3) misapp ropriation of assets, or (4) violation s
oflaws or governmental r egulations that are attr ibutable to the entity or t o act s by management or
employees acting on behalf of the entity, may not b e det ected. Because the determination of waste and
abuse is subjective, Government Auditing S tandards do not require auditors to perform s p ecific proced ures
01203.0006/936111.7 A-4
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to detect waste or abu se in fi n an cial audits nor do they expect aud itors to provide reason able assuran ce of
detecting waste or abu se.
In addition, an audit is not designed to detect immaterial miss t atemen t s or violation s of l aws or
governmen tal regulations that d o not have a direct and mate rial effect on the fi nan cial st atement s.
H ow ever, we will in form the appropriate level of management and those charged v.rit h governance of any
mat erial errors , fra u d ulen t financial reporting, or misappropriat ion of assets t h at come to our attention. We
v.rill also inform th e appropriate level of m anagemen t and thos e charged with go ve rnan ce of an y viol ations
of laws or governm ental regu lation s t h at come to our atten tion , unless clearly incon sequential.
Test s of control s may be performed to t est the effectiveness of certain contr ols that w e consider r elev ant to
preventin g and detecting fra u d or errors th at are material to the fi n ancial statemen ts a n d to preven ting an d
d etecting mi sstatements r e su lting from non compliance v.rith provis ions of laws, regulations, co n tracts , a nd
grant agreements that have a mat erial effect on th e fin ancial statements. Ou r tests, if performed, will be less
in scope t han wo uld be n ecessary to render an opinion on internal con trol and, accordingly, no opinion will
be expre ssed in our report on in ternal control issu ed p ursu ant to Go v ernment Auditing Standards. An
au dit is not designed t o provide ass uran ce on internal control or to identify deficiencies, signifi can t
d efi cien cies , or material weaknesses in internal control. However, we will commun icat e t o you in writin g
significan t deficiencies or material weakn es ses in internal co n trol releva n t to t he audit of the fi nancial
stateme nts th at we identify during t h e audit that are required t o be comm unicated u n der AI CPA
profes sional standards an d Go vernm e nt Auditing Sta nda rds .
As part of obtain ing reasonable assurance about whet her the financial state m ents are free of materia l
mis st atement, we will perfo r m tests of t he en tity's compl iance v.rith the provisions of laws , regul ations,
con tract s, a nd grant agreements that h av e a material effect on the fina n cial statem ents. H owever, t h e
objective of our audit will not be to provide an opin ion on overall compliance and w e v.rill n ot express such
an opinion in our repor t on compliance iss u ed purs uant to Go v ernment Auditing Standa r ds .
We ,¥ill include in our report on in ternal contr ol over fi n ancial reportin g a n d on compliance r elevant
information about any identified or s us pected ins t an ces of fraud a n d any iden t ifi ed or suspect ed
non compliance with provis ions of law s , regulations, contracts, or grant agreemen t s that may have occurred
t h at are required to be communicated under Go v ernme nt Auditing Standards.
Our res pons ibility as au ditors is limit e d t o t he period covered b y our audit and d oes not extend t o an y later
periods fo r which we are not engaged as auditors.
Mana gement r e sponsib ilit i e s
Our a udit v.rill be conducted on t h e b asi s that you (ma nagement a n d , w hen appropriate , those charged v.rith
governa n ce ) acknow ledge and u nderstand tha t you have ce r t a in responsibili t ies that are fundament al to the
conduct of an audit.
You are respons ible for th e preparation and fair presentation of t he financial statements and RS I in
accordance v.rith U.S. GAAP.
01203.0006/936111.7 A-5
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Management's responsibilities include the selection and application of accounting principles; recording and
reflecting all transactions in the financial statements; determining the reasonableness of significant
accounting estimates included in the financial statements; adjusting the financial statements to correct
material misstatements; and confirming to u s in the management representation letter that the effects of
any uncorrected misstatements aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate, to the financial statements
taken as a whole. In preparing the financial statements, management is required to evaluate whether there
are cond itions or events, considered in the aggregate, that raise s ubstantial doubt about the entity's ability
to continue as a going concern for 12 months beyond the financial statement date.
You are responsible for the design, implementation, and maintenance of effective i nternal control relevant
to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error, including evaluating and monitoring ongoing activities and safeguarding
assets to help ensure that appropriate goals and objectives are met. You are responsible for the design,
implementation, and maintenance of internal controls to prevent and detect fraud; assessing the risk that
the fi n ancial statements may be materially misstated as a result of fraud; and for informing us about all
known or suspected fraud affecting the entity involving (1 ) management, (2) employees who have
significant roles in internal control, and (3) others where the fraud could have a material effect on the
financial statements. Your respon sibilities include informing us of your knowledge of a n y allegations of
fraud or suspected fraud affecting the entity received in communications from employees , former
employees, grantors, regulators, or others. In addition, yo u are responsible for implementing systems
designed to achieve compliance wi th applicable laws and regulations and the provisions of contracts and
grant agreements; identifying and ensuring that the entity complies with applicable laws, regulations,
contracts, and grant agreements; and informing us of all instances of identified or s uspected
noncompliance whose effects on the financial statements should be considered. You are responsible for
taking timely and appropriate steps to remedy any fraud and noncompliance v.>ith provisions of laws,
regulations, contracts, and grant agreements that we may report.
You are responsible for providing us v.>ith (1) access to all information of which yo u are aware that is
relevant to the preparation and fair presentation of the financial statements, including amounts and
disclosures, such as records, documentation, identification of all related parties and all related-party
relationships and transactions, and other matters, and for t he accuracy and completeness of that
information (including information from within and outside of the general and subsidiary ledgers); (2)
additional information that we may request for the purpose of the audit; and (3) unrestricted access to
persons v.>ithin the entity from whom we determine it necessary to obtain audit evidence.
You agree to inform us of events occurring or facts discovered subsequent to the date of the financial
statements that may affect the financial statements.
Management is responsible for providing us v.>ith a written confirmation concerning representations made
by you and your staff to us in connection v.>ith the audit and the presentation of the basic financial
statements and RSI. During our engagement, we v.>ill request information and explanations from you
regarding, among other matters, the e ntity's activities , internal control, future plans, specific transactions,
and accounting systems and procedures. The procedures we will perform during our engagement and the
01203.0006/936111.7 A-6
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conclusions we reach as a basis for our report will be heavily influenced by the representations that we
receive in the representation letter and otherwise from you. Accordingly, inaccurate, incomplete, or false
representations could cause us to expend unnecessary effort or could cause a material fraud or error to go
undetected by our procedures. In view of the foregoing, you agree that we shall not be responsible for an y
m isstatements in the entity's financial statements that we m ay fail to detect as a result of
misrepresentations made to us by you .
Management is responsible for establishing and maintaining a process for tracking the status of audit
findings and recommendations. Ma nagement is also responsible for identifying and providing report copies
to us of previous financial audits, attestation engagements, performance audits, or other studies related to
the objectives discussed in the "Audit objectives" section of this letter. This responsibility includes relaying
to us corrective actions taken to address significant findings and recommendations resulting from those
audits, attestation engagements, performance audits, or other engagements or studies. You are also
respon sible for providing management's views on our current findings, conclusions, and recommendations,
as well as your planned corrective actions for the report, and for the timing and format for providing that
information.
Responsibilities and limitations related to nonaudit services
For all nonaudit services we may provide to you , management agrees to assume all management
responsibilit ies; oversee the services by designating an individual, preferably within senior management,
who possesses suitable skill, knowledge, and/or experience to understand and oversee the services; evaluate
the adequacy and results of t he services; and accept responsibility for the results of the services.
Management is also responsible fo r ensuring that yo ur data and records are complete and that you have
received sufficient information to oversee the services.
Use of financial statements
Should you decide to include or incorporate by reference these financial statements and our auditors'
report(s) thereon in a future private placement or other offering of equity or debt securities, yo u agree that
we are under no obligation to r e-issue our report or provide consent for the use of our report in such a
registration or offering document. We will determine, at our sole discretion, whether we will re-issue our
report or provide consent for the use of our report only after we h ave performed the procedures we consider
necessary in the circumstances. If we decide to re-issue our report or consent to the use of our report, we
will be required to perform certain procedures including, but not limited to, (a) reading other information
incorporated by reference in the registration statement or other offering document and (b) subsequent
event procedures. These procedures will be considered an engagement separate and distinct from o u r audit
engagement, and we will bill you separ ately. If we decide to re-issue our r eport or consent to the use of our
report, you agree that we will be included on each distribution of draft offering materials and we will receive
a complete set of final documents. If we decide not to re-issue our report or decide to withhold our consent
to the use of our report, you may be required to engage another firm to audit periods covered by our audit
repor ts, and that firm will likely bill you for its services. While the s uccessor auditor may request access to
our workpapers for those periods, we are under no obligation to permit su ch access.
If the parties (i.e., you a nd CLA) agree that CLA will n ot be involved with your official statements rel ated to
municipal securities fi lings or other offering documents, we will require that any official statements or other
01203.0006/936111.7 A-7
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offering documents issued by you vvith which we are not invo lved clearly indicate that CLA is not involved
with the contents of such documents. Such disclosure should read as follows:
Clifton LaTSonAllen LLP , our independent auditor , has n ot been e n gaged to perform and has not
performed, since th e date of its report included herein , any procedures on the financial stat ements
addressed in that report. CliftonLarsonAllen LLP also has not performed any p rocedures relating to
this offeri ng document.
With regard to the electronic dissemination of audi ted financial statements, including financial statements
published electronically on your website or submitted on a regulator website, yo u u nderstand that
electronic sites are a means to distribute infonnation and, ther efore, we are not required t o read the
information contained in those sites or to consider the consistency of other information in t he electronic
site with the original document.
We may issue preliminary draft financial statements to you for your review. Any prelim inary draft financial
statements should not be relied on or distributed.
En gage ment a d m inistrati on and o ther matters
We understand that your employees will p r e p are a11 confirmations, account analyses, and audit sch edules
we r equest and will locate any documents o r invoices selected b y us for testing. A list of information we
expect to need for our audit and t he dates required will be provided in a separate communication.
We will provide copies of our r eports to the entity; however, management is responsible for distribution of
the reports and the financia l statements. Unless restricted b y law or r egulation, or containing confidential
or sensitive information, copies of our reports are to be made available fo r public inspection.
The audit documentation for this engagement is the sole and exclusive prop erty of CLA and constitutes
confidential and proprietary infor mation. However, subject to applicable laws and regulat ions, audit
documentation and appropriate individuals will be made available u pon r equest and in a timely manner to
County of Lo s Angeles, or its designee, a federal agency providing direct or indirect funding, or the U.S.
Government Accountability Office for purposes of a quality review of the audit, to r esolve audit findings, or
to carry out oversight responsibilities. We will notify you of any s uch request. If requested, access to s u ch
audit documentation will be provided under the supervision of CLA personnel. Furthe rmore, upon request,
we may provide copies or electronic ve rs ions of selected audit documentation to the afore m entioned
parties. These par ties may intend, or decide, to dis tribute the copies or information co n taine d therein to
others, including other governmental agencies.
The audit documentation for this engagement will be retained fo r a minimum of seven year s after the report
release d ate or for any additional period requested by the County of Los Angeles. If we are aware that a
federal or state awarding agency, pass-through ent ity, or auditee is contesting an audit finding, we will
co ntact the party(ies) contesting the audit finding for guidance prior to destr oying the audit documentation.
Professional standards require us to be independent with respect to you in the performance of these
services. Any di scussion that yo u have with our personnel regarding potential employment with you could
01203.0006/936111.7 A-8
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Audit of Financial Statements for three (3) fiscal years starting FY 2020-21; FY
2021-22; and FY 2022-23 on or before March 31, 2024.
B. Written Report upon completion of the audit of financial statements.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports: NOT APPLICABLE
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Robert J. Callanan, Principal
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impair our inde pendence with respect to this engagement. T h erefore, we request that you inform us p r ior to
a n y su ch discussions so that we can implement appropriate safeguards to maintain our i ndependence and
object ivity. Further, any employmen t offers to any staff memb ers wor kin g on t h is engagement with out our
prior knowledge may requ i r e substantial addition al procedures to ensure our independence. You will be
respon sible for any addit ional costs in curred to perform these procedures.
Our audit engagement ends on delivery of our s igned report. Any additional services that might be
requested will be a separat e, new engagement. Th e ter ms and con d ition s of t h at new engagement will b e
governed by a new, specific SOW for that service.
Government Auditing Standards r equire that we make our most recent external peer review report publicly
available. The report is posted on our website at www.CLAcon n ect.com /Abou tus/.
01203.0006/936111.7 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 1.1, Scope of Services, is amended to read:
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standardsadhere to applicable professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase
“highest professional standards” shall mean those standards of practice recognized by one or
more first-class firms performing similar work under similar circumstances.
II. Section 6.1, Records, is amended to read:
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services, but not including Consultant’s
workpapers (defined as documentation evidencing all procedures performed in accordance
generally accepted auditing standards that support Consultant’s audit opinion) and internal
notes, which constitute Consultant’s proprietary information. Any and all such documents shall
be maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
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01203.0006/936111.7 B-2
III. Section 6.3, Ownership of Documents, is amended to read:
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City. For purposes of
this section, documents and materials does not include Consultant’s workpapers (as defined in
Section 6.1) and internal notes, which are Consultant’s proprietary information.
IV. Section 6.4, Confidentiality and Release of Information, is amended to read:
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
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01203.0006/936111.7 B-3
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
(e) Pursuant to authority given by law, regulation or professional standards
Consultant may be requested to make certain workpapers and files available to a regulator for
its regulatory oversight purposes. Consultant will notify City of any such request, if permitted
by law. Access to the requested workpapers and files will be provided to the regulator under
the supervision of Consultant personnel and at a location designated by Consultant.
Furthermore, upon request, Consultant may provide copies of selected workpapers and files to
such regulator.
(f) This section does not prohibit Consultant from disclosing City’s
information to one or more of Consultant’s affiliated companies in order to provide services
that City has requested from Consultant or from any such affiliated company. Any such
affiliated company shall be subject to the same restrictions on the use and disclosure of City’s
information as apply to Consultant. City also consents to Consultant’s disclosure of
information regarding the nature of services Consultant provide to City to another
independent network member of Consultant, for the limited purpose of complying with
professional obligations regarding independence and conflicts of interest.
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01203.0006/936111.7 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
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CITY OF RANCHO PALOS VERDES
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR THE THREE YEARS ENDED J UNE 30 , 2023
MEASURE W AUDIT
STA N DARD
HOU RLY
H O U RS RATES
PRINC IPA L 9 $ 530
AUDIT M ANAGER 16 320
AUDIT SEN I OR 50 230
ASSOC IA TE S 40 14 5
ADM I N I STRAT IVE SU PPOR T STA FF 6 150
TOTAL FO R SER V ICES DE SCR IBED
I N SCO PE O F WO RK 1 2 1
TEC H NO LOGY AN D CLI EN T SU PPOR T FEE -5.0%
TOTAL A LL -!INC LUS IVE MAXI MUM
PRI CE
Q UO T ED
HOURLY
RA T ES TOT A L
$ 400 $ 3,600
240 3,84 0
170 8,S00
110 4 ,400
110 660
2 1 ,000
1 ,050
$ 22,050
01203.0006/936111.7 C-2
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE.
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01203.0006/936111.7 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all on-call services timely in accordance with the following
schedule:
A. Completion of audit of financial statements for three fiscal (3) years ending on
June 30, 203 on or before March 31, 2024.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Audit of financial statements for three fiscal (3) years ending on June 30, 2023.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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