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CliftonLarsonAllen LLP - FY2018-028-01 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (Amendment No 1) by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and CliftonLarsonAllen LLP, a Minnesota limited liability partnership ("Consultant") is effective as of the 17th day of August, 2021 RECITALS A City and White Nelson Diehl Evans LLP ("WNDE"), a California limited liability partnership, entered into that certain Agreement for Contractual Services dated May 15, 2018 ("Agreement") whereby WNDE agreed to provide independent financial audit services (the "Services") to City for a term of three years, ending on June 30, 2021, followed by up to two (2) additional one (1)year terms which may be exercised at the option of the parties B On or about November 1, 2020, the partners of WNDE joined and became pnncipals of Consultant, and thereafter caused WNDE to assign all of its nghts, interest, duties and obligations under the Agreement and all amendments thereto to Consultant, and Consultant assumed the same Such assignment and assumption is subject to City approval under the Agreement C City and Consultant now desire to exercise the first of the two(2)optional one-year extensions to extend the Term of the Agreement through June 30, 2022 for the audit of FY 2020- 2021 and to authonze a transfer and assignment of WNDE's nghts,interests,duties and obligations under the Agreement to Consultant TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in strlEetlifeugh and added text m bold italics (a) Section 3 4, Term, is amended to read as follows: "Unless earlier terminated m accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding(wee jour(4) years from the date thereof, except as otherwise provided in the Schedule of Performance(Exhibit"D") Consultant will audit the City's financial records for the fiscal years ending June 30,2018 through June 30,2029 2021,with the option at the City's sole discretion, to extend the contract for Tuve-(2) one (1) additional one-year terms for the fiscal years ending on June 30, 2021 and June 30, 2022 " (b) Section I,of Exhibit"A","Scope of Services"is hereby amended as follows: 01203 0001/732711 1 "Consultant will perform the following Services Consultant will audit the City's financial statements for the fiscal years ending June 30,2018 through June 30,2020 2021 See Exhibit A-1 for additional requirements (c) Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby amended to read as follows. "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 In addition,neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntanly or by operation of law,whether for the benefit of creditors or otherwise, without the pnor written approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%) 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 Notwithstanding the foregoing, and as a sole exception thereto, City approves of the assignment and transfer of the Consultant's rights, interests, duties, and obligations under this Agreement from `White Nelson Diehl Evans LLP,' a California limited liability partnership, to `CliftonLarsonAllen LLP,' a Minnesota limited liability partnership, as requested and agreed to by said parties, effective as of November 1, 2020. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City " 2 Continuing Effect of Agreement. Except as amended by Amendment No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No 1 3 Affirmation of Agreement; Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 01203 0001/732711 1 -2- City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 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 Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and (iv)the entering into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON NEXT PAGE] 01203 0001/732711 1 -3- 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 'CSR. D. 4tux(t„z. Eric Alegna, Mayor ATTEST cuQ.".d eresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE& WYNDER, LLP Ze)4110CvN 404—Th William W Wynder, City Attorney CONSULTANT CLIFTONLARSONALLEN LLP, a Minnesota limited liability partnership By /47101 4,144----, Name P„clQ(% 7 G111w%ois Title PIANO P4\ By Name Title Address IM'1 S e 1 t le , SoYtt 3" Trq (Nit,,GA ClUt4 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 CONSULTANT'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 CONSULTANT'S BUSINESS ENTITY 01203 0001/732711 1 -4- I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 :..,c- ,�cz cc..c-.- , .mac. -v-e..A-e ria ., .- cis crcr�r�c rc..rc rc.ccr. A-r, c r crs .s 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 State of California ) County of \X^\( \V\c — ) \ On\:. v.S\- \1,-Z�tN before me, K'o.r,� y �\cam,\%-'t- \\,•-\-c-v-,i , Date Here Insert Name and Title of the Officer A personally appeared <zo\iThcxAc 0-\.p. -._%e Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)6/are scribed to the within instrument and acknovy�edged to me that executed the same in his er/their authorized capacity(ies), and that by(biaYher/their signature(s)on the instrument the person(s), 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 offi 'al seal CI,....? PMNDI MELENDEZ ��:} Not ry public-California = SI gnat - _ L. ,* Or+rn�e County > 41 Commission 0 2211201 Signature of Notary Public MY Comm Expires Aug 31 2021 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document \\ Title or Type of Document I�Wlenm�n 1, Ido 1 To 1/45r¢a.r,c,,,�,4_ c--oc CAA-rcc_V,4` SD_YViL9.5 Document Date ' ' \, 1_"L\ Number of Pages 5 Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ❑Corporate Officer — Title(s) ❑Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑ Other ❑ Other Signer Is Representing Signer Is Representing z c mc^-c.�c,__,=w. �. c.. c x_=c.^�c ,.._ - .. — c � 1-_ cx c. u ,cwa�c�c�c c cmc ^uc:/ ©2016 National Notary Association •www NationalNotary org • 1-800-US NOTARY(1-800-876-6827) Item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies 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 STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2021 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 012030001/732711 1 5 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and WHITE NELSON DIEHL EVANS,LLP 01203.0007/464459.8 1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND WHITE NELSON DIEHL EVANS,LLP THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 15 day of May, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation("City") and White Nelson Diehl Evans,LLP, a limited liability partnership ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party"or"Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. 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 CONSULTANT 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" 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 01203.0007/464459.8 standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid 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. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor 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, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor 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. Contractor 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 Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar 01203.0007/464459.8 2 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 Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor 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. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty(60) days after concluding work pursuant to this Agreement, Contractor 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. Contractor acknowledges that eight (8)hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty(40) 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 Contractor in excess of eight(8) hours per day, and forty(40) 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 one-half(11/2)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, Contractor 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." 01203.0007/464459.8 3 Contractor's Authorized Initials (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such 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. Contractor 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. Contractor 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. 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. 01203.0007/464459.8 4 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 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 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 ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. 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 contractors. 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. 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 actual expenses, shall not exceed Two Hundred Seventy One Thousand Three Hundred Thirty Five Dollars ($271,335) (the "Contract Sum"), $159,990 of which is designated for the initial 3-year term of the Agreement through FY 2019-20, with $55,120 and $56,225 designated for the optional additional one-year extension for FY 2020-21 and FY 2021-22, respectively, unless additional compensation is approved pursuant to Section 1.9. 01203.0007/464459.8 5 2.2 Method of Compensation. 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, less contract retention; (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, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 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 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 forty-five (45) 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 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. 01203.0007/464459.8 6 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 but not exceeding one hundred eighty(180)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 ten (10) 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 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit 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: 01203.0007/464459.8 7 Robert J.Callanan,CPA Engagement Partner (Name) (Title) Nitin Patel,CPA Technical Review Partner (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 competent personnel 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. 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 Deborah Cullen, Director of Finance, or her designee. 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 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 01203.0007/464459.8 8 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. 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 than twenty five percent (25%) 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 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. 01203.0007/464459.8 9 (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 subconsultants. (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 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 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. 01203.0007/464459.8 10 (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 subconsultants. (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 thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (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. (1) 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 01203.0007/464459.8 11 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 subconsultants, 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 ninety (90) 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, 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: 01203.0007/464459.8 12 (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 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 01203.0007/464459.8 13 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 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 01203.0007/464459.8 14 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 TERIVIINATION 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. 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 presumptively thirty (30) 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. 01203.0007/464459.8 15 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 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 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of 01203.0007/464459.8 16 this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 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. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. 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. Except where the Consultant has initiated termination,the 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 the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, 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. 7.10 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 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 01203.0007/464459.8 17 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. 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, 01203.0007/464459.8 18 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 seventy-two (72)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. 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 01203.0007/464459.8 19 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] 01203.0007/464459.8 20 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 Susan Broo s, Mayor T: .142120, City Clerk APPROVEDAS TO FORM: ALESHIRE&WINDER,LLP Willi m W. Wynde City Attorney CONSULTANT: WHITE,NELSON,DIEHL,EVANS LP By: ,// (g. 1" Name: '•b • CoAka+nu{\ Title: ?lack t% By: Name: Title: Address:WIS WAliAll.tc - So tit& 300 'Sc\lc&) CA °1 •‘4(, 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. CONSULTANT'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 CONSULTANT'S BUSINESS ENTITY. 01203.0007/464459.8 21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On moo.. 2018 before mearc,rl, M�i,,nL ersonally appeared'�o \ J. 'a proved to me on the basis f satisfactory evidence to be the person(s)whose names(s)6/are subscribed to the within instrument and acknowledged to me that il'she/they executed the same in as/her/their authorized capacity(ies), and that by ( /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. ...L, DRANDI MELENDEZ WITNES hand : d official eal. Notary Public-California Z =4. Orange County County Z•\,/,:m, Commission 82212201 Sia atur ��� _ ` ' My Comm.Expires Aug 31,2021 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) El GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0007/464459.8 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following Services: Consultant will audit the City's financial statements for the fiscal years ending June 30,2018 through June 30,2020. See Exhibit A-1 for additional requirements. A. Audit Planning Procedures: 1. Hold a preaudit conference with the City to establish process of communication between the audit team and City staff. 2. Discuss any new accounting pronouncements being implemented in the current year. 3. Establish scope of work and timing of fieldwork. B. Interim Fieldwork: Gather information about the City and its environment, including internal control, as follows: 1. Evaluate the design of internal controls that are relevant to the audit and determine whether the control, either individually or in combination is capable of affecting, preventing, or detecting and correcting material misstatements. 2. Determine that the controls have been implemented, that is, that the controls exist and that the City is using them. 3. Specific areas to review include: 4. Accounts payable/cash disbursements 5. Accounts receivable/cash receipts 6. Payroll disbursements 7. Utility billing process 8. Investment compliance 9. Property and equipment 10. Review of minutes of City meetings. 11. Review of important contracts and debt agreements. 01203.0007/464459.8 A-1 12. Perform interim exit conference with the City to review results of interim fieldwork, including any findings. C. Audit the financial statements of the City as well as the Successor Agency in conformity with general accepted auditing standards and other applicable laws and regulations, and issue an opinion thereon. (See below for further details.) D. Consultant will prepare and publish a separate Improvement Authority audit report including separately issued financial statements. D. Test compliance with the Single Audit Act and applicable laws and regulations. Consultant will prepare and publish a Single Audit Report including the appropriate schedules reports on internal control when federal expenditures meet or exceed the threshold requiring a Single Audit. F Test compliance with the Government Appropriations Limit of Article XIIIB of the California Constitution pertaining to the City's appropriation limit, and prepare a letter to the City Council regarding compliance. G. Prepare a Management Letter that includes non-reportable recommendations for improvements to internal controls. H. Annually conduct one exit meeting with the City Council's Audit Committee to answer Audit Committee Members' questions and to educate the Audit Committee Members regarding the role of the Audit Committee and their personal responsibility as members, including their duty to exercise an appropriate degree of professional skepticism. I. Annual audit Presentation to City Council. J. Consultant will provide the following optional reports solely if requested by City: 1. Comprehensive Financial Annual Report. 2. Cities Annual Financial Transactions Report. 3. Annual Street Report to the State Controller. 4. Independent Accountants' Report on Agreed-Upon Procedures Performed with Respect to City Employee Compensation. K. Consultant will be available for any other professional assistance City requires to research and answer accounting and reporting problems raised by the City, regardless of the time of year. Such assistance may include, but is not limited to, tax questions, the review of bond documents, cost allocation programs, and employee benefit programs. Consultant has provided several tax opinions to City audit clients for matters relating to deferred compensation, fringe benefits, stipends and allowances, and other issues. Consultant also will keep the City 01203.0007/464459.8 A-2 informed of new developments affecting municipal finance and reporting, changes in grant rules and regulations, etc. Noted below is the work required by City staff to assist in the audit. 1. Technical assistance in familiarizing Consultant' staff with the following: • The flow of information through the various departments and accounting systems • Reports generated by City's accounting system • The system of internal controls • Controls established to monitor compliance with federal grants 2. Preparation of trial balances for all funds, after posting of all year-end journal entries. 3. Preparation of schedules supporting all major balance sheet accounts, and selected revenue and expenditure accounts. 4. The typing of all confirmation requests. 5. The pulling and refiling of all supporting documents required for audit verification. 6. Preparation of the schedule of expenditures of federal awards for Single Audit purposes. 7. Preparation of the Comprehensive Annual Financial Report, unless the City elects to use Consultant's proposed optional services. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City. If all books and records, schedules, and documents are made available to Consultant by the middle of October of the fiscal year following the one being audited (e.g., October 2018 for FY17-18), Consultant will provide all reports by the due dates specified in Exhibit "D", Schedule of Performance. A. Signed Independent Auditors' Report on Consultant's letterhead(electronic copy). B. Independent Auditors' Report On Internal Control Over Financial Reporting And On Compliance And Other Matters Based On An Audit Of Financial Statements Performed In Accordance With Government Auditing Standards (electronic copy). C. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Calculation(electronic copy). 01203.0007/464459.8 A-3 D. Separately issued financial statements for the Rancho Palos Verdes Joint Powers Improvement Authority(10 copies). E. Single Audit Report including appropriate schedules and auditors' reports, if applicable (10 copies). F. A Management Letter addressed to the City Council recommending improvements to the City's internal control that are otherwise non-reportable (electronic copy). G. Consultant shall communicate in a letter to the Audit Committee, City Manager and the Director of Finance any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the City's ability to record,process, summarize, and report financial data consistent with the assertions of management in the financial statements. Non-reportable conditions discovered by Consultant shall be communicated in the Management Letter, as noted above. H. Consultant shall be required to make immediate written notification to the Audit Committee, City Manager, Director of Finance and City Attorney of all irregularities and illegal acts or indications of illegal acts of which Consultant becomes aware. 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: A. Periodic reports on status of audit,as requested by City. 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. Mr. Robert J. Callanan, CPA,Engagement Partner B. Mr.Nitin Patel, CPA, Technical Review Partner C. Mr.Robert Perl, CPA, audit manager D. Ms.Brittany Mello, CPA,audit supervisor 01203.0007/464459.8 A-4 EXHIBIT A-1 SCOPE OF SERVICES/ADDITIONAL REQUIREMENTS AUDITS TO BE IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS (GAAS)AND OTHER REQUIREMENTS. Consultant will audit the financial statements of the City and the component units noted in the Scope of Services. The financial statements of all entities where the City exercises oversight will be combined with the City's financial statements in accordance with Government Accounting Standards Board (GASB) requirements. Consultant's audit will be in accordance with auditing standards generally accepted in the United States of America (GAAS), as set forth by the American Institute of Certified Public Accountants (AICPA), and will include such auditing procedures as Consultant considers necessary under the circumstances. Consultant will apply certain limited procedures, which consist principally of inquiries of management regarding methods of measurement and presentation of required supplementary information. However, Consultant will not audit such information and will not express an opinion on it. Any supplemental financial statements will be subjected to auditing procedures as Consultant considers necessary in relation to the financial statements taken as a whole. The scope of Consultant's audit will not include any statistical information, and Consultant will not express an opinion concerning it. Consultant's audits will conform to the guidelines set forth in the AICPA's Industry Audit Guide, Audits of State and Local Governmental Units. Also, each examination will comply with the standards for financial and compliance audits contained in the Government Auditing Standards, issued by the US General Accounting Office, the provisions of the Single Audit Act, and the provisions of Title 2 US Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance). Also, Consultant will perform an agreed-upon procedures review of the City's Gann Spending Limitation Computation as required by Section 1.5 of Article XIIIB of the California Constitution. Consultant's review will be performed in conformance with the provision of the"League of California Cities Uniform Guidelines." AUDIT APPROACH. • Consultant will assign experienced staff auditors, including the in-charge field auditor, having at least three years of experience. For first-year engagements, all other staff will have at least one year of experience. City will not spend time training Consultant's auditors. • Whenever possible, Consultant will use the same format for audit supporting schedules used in prior years for the current-year audit. This will reduce time spent by City staff in dealing with the audit when a different audit firm is chosen. 01203.0007/464459.8 B-1 • Throughout the year, Consultant is available as a resource to City in researching technical questions, dealing with new pronouncements, reviewing complex financial entries, and helping with any other issues as they arise. • The workpapers will be reviewed by Consultant's manager or partner as fieldwork is being completed to minimize additional questions after the fieldwork is completed. • Consultant's firm uses a governmental audit program that will be modified to the City's operations to accommodate specific client circumstances. Consultant's audit programs are organized by the financial statement approach and general procedures. The requirements by the standards for assessing risk are utilized to modify the audit programs to focus on the higher risk areas of the financial statements. FINAL AUDIT WORK. During the final audit work, Consultant will assess "risk" of material misstatement based on an understanding of the City's audit environment, including its internal control, to identify account balances. Consultant's audit programs will be specifically tailored to address any significant risks identified. The Prepared by Client list will be provided at least one month in advance of fieldwork. Consultant's work may include the following: • Confirm cash and investments balances and testing of bank reconciliations. • Confirm significant receivable balances or review subsequent cash receipts to verify receivable balance. • Search for unrecorded liabilities. • Test interfund balances and transfers. • Test capital asset additions and depreciation expense. • Confirm long-term debt balances and review the accounting treatment of debt issued or refunded. • Test support for other significant assets or liabilities. • Perform analytical procedures on the balance sheet and revenue and expenditure accounts to evaluate and explain unusual fluctuations from prior-year balances or current-year budgeted amounts. • Review attorney letters for significant legal matters affecting the City's financial position. • Conduct an exit conference to review any significant adjustments or findings. 01203.0007/464459.8 B-2 • The audit workpapers will be reviewed by Consultant's management team as the work is being performed in the field so that at the conclusion of the fieldwork Consultant is able to report any adjustments or findings. AUDIT APPROACH REDEVELOPMENT AGENCY/SUCCESSOR AGENCY. Recent legislation related to the dissolution of Redevelopment Agencies will impact Consultant's audit approach. Consultant's procedures will include the following: • Audit the balances reported for cash, investments, receivables, payables, capital assets, and long-term liabilities as of end of the year. • Review the activity reported on the Recognized Obligation Payments Schedule. • Review the activities of the Successor Agency to ensure compliance with Assembly Bills 26 and 1484, Senate Bill 107, and other relevant legislation enacted. APPROACH TO INTERNAL CONTROL. Consultant's audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Consultant's understanding of the internal controls will be completed by completing narratives and checklists for various processes related to internal control. Tests of controls may be performed to test the effectiveness of certain controls that Consultant considers relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Consultant's tests, if performed, will be less in scope than would be necessary to render an opinion on internal control, and accordingly, no opinion will be expressed in Consultant's report on internal control issued pursuant to Government Auditing Standards. As required by Title 2 US Code of Federal Regulations Part 200,Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance), Consultant will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that Consultant considers relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, Consultant's tests will be less in scope than would be necessary to render an opinion on those controls, and accordingly, no opinion will be expressed in Consultant's report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, Consultant will communicate to management 01203.0007/464459.8 B-3 and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. SINGLE AUDIT APPROACH. • The single audit will be performed in accordance with all the requirements of the Single Audit Act, the Uniform Guidance, and Government Auditing Standards issued by the GAO (the Yellow Book) for cities that expend greater than$750,000 in federal awards in a fiscal year. • Consultant will identify the major and nonmajor federal programs of the City through the risk-based approach required by the Uniform Guidance. This approach includes consideration of current and prior audit experience, oversight by federal agencies and pass-through entities,and the inherent risk of the federal program. • Consultant will review all federal and industry-specific publications and guidance and inform the City of any recent changes. • Consultant will perform tests of controls to evaluate the effectiveness of the design and operation of controls that Consultant considers relevant to preventing or detecting material noncompliance with applicable compliance requirements. If weaknesses in the internal controls are noted, Consultant will modify our audit program as needed. • Our audit will include tests of transactions related to major federal award programs for compliance with applicable compliance requirements and certain provisions of laws,regulations, contracts, and grant agreements. • Our procedures will consist of the applicable procedures described in the Uniform Guidance for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to major programs in our report on compliance issued pursuant to the Uniform Guidance. • Consultant will assist the City in completing and filing the Data Collection Form. DETERMINING LAWS AND REGULATIONS SUBJECT TO AUDIT. Under provisions of AICPA auditing standards,management of the City is responsible for identifying to its outside auditors any laws and regulations that could have a significant effect on the audit. This would include federal laws (such as federal grant regulations), state laws (such as permitted investments under the California Government Code), and local laws (such as restrictions on special revenues levied by the City).After Consultant's selection as auditors, Consultant will consult with City officials regarding these matters to determine what laws and regulations need to be evaluated in connection with Consultant's audit. If a City is not able to identify specific laws and regulations that affect 01203.0007/464459.8 B-4 it, Consultant has references (California Government Code and Health and Safety Code) to the more common laws, rules, and regulations in Consultant's standard audit programs for the usual activities of a California City or Successor Agency to the Redevelopment Agency that will assist us in identifying laws and regulations to review in the audit. METHOD OF SAMPLING. Consultant's approach is to utilize random sampling based on Consultant's testing of the internal control systems related to cash receipts, cash disbursements, payroll, and utility billings. Based on a statistical conclusion used by the firm Consultant's sample sizes can range from 25 to 60 transactions for each system. A random sample selection allows each item in the population an equal chance of being selected. In addition, for disbursements, Consultant may select a stratified sample of all transactions over a specified dollar amount for review. ANALYTICAL PROCEDURES. Analytical procedures are used in the planning and final stages of the audit. In the planning phase, Consultant will use analytical procedures to identify unusual financial transactions and compare relationships to expected results. Consultant will compare current-year information to the prior years for balance sheet items, revenues, and expenditures. In addition, revenues and expenditures are compared to budgets to identify unexpected results. In the final stages of the audit, the financial statements are reviewed to identify expected relationships, such as comparing debt paid to expenditures recorded on governmental funds, transfers between funds, depreciation expense, etc. For all significant relationships identified, explanations are obtained as to why the situation occurred and additional audit procedures are applied to resolve any concerns. MANAGEMENT LETTERS. In connection with each audit, a complete review of internal controls will be made of all significant accounting procedures. Consultant's firm uses an internal control questionnaire, computer systems questionnaire, and narration to gain an understanding of the internal control process as part of Consultant's audit. Consultant will identify weaknesses, and after discussion with the appropriate City staff, Consultant will submit a management letter that will identify weaknesses observed during these reviews and throughout the audit. The management letter will also assess the effect of the management letter comments on the financial reporting process and recommend steps toward eliminating the weaknesses. POTENTIAL AUDIT PROBLEMS. Consultant does not anticipate any significant potential audit problems. If any potential audit problems are identified, Consultant will immediately discuss them with the City's management. Consultant's approach is to coordinate the resolution of any problems with the City's management. Considering Consultant's experience with auditing governmental 01203.0007/464459.8 B-5 entities, Consultant expects minimal disruption to the City's management in resolving any identified audit problems. RETENTION OF AND ACCESS TO AUDIT WORKPAPERS. In accordance with provisions of the Uniform Guidance, GAO requirements, and the California Board of Accountancy, Consultant's audit workpapers will be maintained for at least seven years after the date of the report. These workpapers will be made available as necessary to City's cognizant audit agency(or its designee),to GAO representatives, or to any other federal or state agency needing access to the workpapers. Also, Consultant's firm will respond to any reasonable inquiries of successor auditors, and Consultant will allow any successor auditors to review Consultant's workpapers. IRREGULARITIES AND ILLEGAL ACTS. Consultant will make an immediate written report of all irregularities, illegal acts, or indications of illegal acts of which Consultant becomes aware to the following parties: the City Council of the City of Rancho Palos Verdes, the City Manager, the City Attorney, and the Director of Finance. DISCUSSION OF RELEVANT ACCOUNTING ISSUES GASB STATEMENT NO. 75 GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, is effective for periods beginning after June 15, 2017. The scope of this statement addresses accounting and financial reporting for post-employment benefits other than pension (other post-employment benefits or OPEB) that are provided to the employees of state and local governmental employers. This statement establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources, and expense/expenditures for defined benefit and defined contribution plans. GASB STATEMENT NO. 81 GASB Statement No. 81, Irrevocable Split-Interest Agreements, is effective for periods beginning after December 15, 2016. This statement requires that a government that receives resources pursuant to an irrevocable split-interest agreement recognize assets, liabilities, and deferred inflows of resources at the inception of the agreement. It also requires that a government recognize assets representing its beneficial interest in irrevocable split-interest agreements that are administered by a third party if the government controls the present service capacity of the beneficial interests, and that a government recognizes revenue when the resources become applicable to the reporting period. GASB STATEMENT NO. 82 01203.0007/464459.8 B-6 GASB Statement No. 82, Pension Issues an Amendment of GASB Statements No. 67, No. 68, and No. 73, is effective for periods beginning after June 15, 2016, except for certain provisions on selection of assumptions, which are effective in the first reporting period in which the measurement date of the pension liability is on or after June 15, 2017. For the selection of assumptions, this statement clarifies that a deviation, as the term is used in Actuarial Standards of Practices issued by the Actuarial Standards Board, from the guidance in an Actuarial Standard of Practice is not considered to be in conformity with the requirements of Statement No. 67, Statement No. 68, or Statement No. 73 for the selection of assumptions used in determining the total pension liability and related measures. GASB STATEMENT NO. 83 GASB Statement No. 83, Certain Asset Retirement Obligations, is effective for periods beginning after June 15,2018. This statement addresses accounting and financial reporting for certain asset retirement obligations (AROs). An ARO is a legally enforceable liability associated with the retirement of a tangible capital asset. A government that has legal obligations to perform future asset retirement activities related to its tangible capital assets should recognize a liability based on the guidance in this statement. GASB STATEMENT NO. 84 GASB Statement No. 84,Fiduciary Activities, is effective for reporting periods beginning after December 15, 2018 (earlier application is encouraged). This statement establishes criteria for identifying activities of all states and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. This statement describes four fiduciary funds that should be reported, if applicable: (1) pension (and other post-employment benefit) trust funds, (2) investment trust funds, (3)private-purpose trust funds, and (4) custodial funds. Activities meeting the criteria should be reported in a fiduciary fund in the basic financial statements. GASB STATEMENT NO. 85 GASB Statement No. 85, Omnibus 2017, is effective for reporting periods beginning after June 15,2017 (earlier application is encouraged). This statement addresses practice issues that have been identified during implementation and application of certain GASB Statements. This statement addresses a variety of topics including issues related to blending component units, goodwill, fair value measurement and application, and post-employment benefits (pensions and other post-employment benefits). 01203.0007/464459.8 B-7 GASB STATEMENT NO. 86 GASB Statement No. 86, Certain Debt Extinguishment Issues, is effective for reporting periods beginning after June 15, 2017 (earlier application is encouraged). This statement provides guidance for transactions in which cash and other monetary assets acquired with only existing resources - resources other than the proceeds of refunding debt - are placed in an irrevocable trust for the sole purpose of extinguishing debt. This statement also improves accounting and financial reporting for prepaid insurance on debt that is extinguished and notes to financial statements for debt that is defeased in substance. GASB STATEMENT NO. 87 GASB Statement No. 87, Leases, is effective for reporting periods beginning after December 15,2019 (earlier application is encouraged). This statement establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, thereby enhancing the relevance and consistency of information about a government's leasing activities. 01203.0007/464459.8 B-8 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Section 3.4,Term, is amended as follows: 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 elle-(1)(3) three years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). Consultant will audit the City's financial records for the fiscal years ending June 30, 2018 through June 30, 2020, with the option at City's sole discretion, to extend the contract for two (2) additional one-year terms for the fiscal years ending on June 30,2021 and June 30, 2022. Section 6.3, Ownership of Documents,is amended as follows: 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials, except for those items constituting audit working papers, (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. Section 7.7,Liquidated Damages,is deleted in its entirety. 01203.0007/464459.8 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: MAXIMUM PRICE SUMMARY 2017-18 2018-19 2019-20 2020-21 2021-22 City Audit(1) $30,125 $30,125 $30,730 $31,345 $31,975 Improvement Authority Audit $4,670 $4,670 $4,765 $4,860 $4,955 Single Audit (2) $3,650 $3,650 $3,720 $3,795 $3,870 Gann Limit Review $485 $485 $495 $505 $515 Report Subtotal $38,930 $38,930 $39,710 $40,505 $41,315 Optional Services: City: Preparation of CAFR $4,745 $4,745 $4,840 $4,935 $5,035 State Controller's $4,415 $4,415 $4,505 $4,595 $4,690 Report Street Report $2,145 $2,145 $2,190 $2,235 $2,280 Agreed-upon procedures related to City employee compensation $2,740 $2,740 $2,795 $2,850 $2,905 Total all-inclusive maximum price $52.975 $ 52.975 $54.040 $55.120 $56,225 (1) Included in the City audit price is 6 hours of partner time related to attendance at a City Council meeting and two meetings with the audit committee. (2) The price of the Single Audit contemplates compliance testing for only one major program. Should it be determined that the City has more than one major program in any given year, there would be an additional charge of$1,500 for each additional major program. 01203.0007/464459.8 C-1 DETAILED COST BREAKDOWNS FOR THE INDIVIDUAL TASKS: CITY AUDIT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 20 $ 400 $ 240 $ 4,800 Manager 26 250 175 4,550 Supervisory Staff 82 165 130 10,660 Staff 90 110 95 8,550 Clerical 3 90 55 165 Subtotal 221 28,725 Out-of-pocket expenses: Transportation 1,400 Total all-inclusive maximum price for City Audit S 30.125 01203.0007/464459.8 C-2 IMPROVEMENT AUTHORITY AUDIT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager 2 250 175 350 Supervisory Staff 6 165 130 780 Staff 33 110 95 3,135 Clerical 3 90 55 165 Subtotal 45 4,670 Out-of-pocket expenses: Transportation Total all-inclusive maximum price for S 4.670 for the Improvement Authority Audit 01203.0007/464459.8 C-3 SINGLE AUDIT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 2 $ 400 $ 240 $ 480 Manager 3 250 175 525 Supervisory Staff 6 165 130 780 Staff 17 110 95 1,615 Clerical 2 90 55 110 Subtotal 30 3,510 Out-of-pocket expenses: Transportation 140 Total all-inclusive maximum price for $ 3.650 the Single Audit 01203.0007/464459.8 C-4 GANN LIMIT REVIEW REPORT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager _ 250 175 _ Supervisory Staff _ 165 130 _ Staff 2 110 95 190 Clerical 1 90 55 55 Subtotal 4 485 Out-of-pocket expenses: Transportation - Total all-inclusive maximum price for $ 485 the Gann Limit Review Report 01203.0007/464459.8 C-5 PREPARATION OF COMPREHENSIVE ANNUAL FINANCIAL REPORT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager 2 250 175 350 Supervisory Staff 6 165 130 780 Staff 28 110 95 2,660 Clerical 13 90 55 715 Subtotal 50 4,745 Out-of-pocket expenses: Transportation - Total all-inclusive maximum price for $ 4.745 the City's Comprehensive Annual Financial Report 01203.0007/464459.8 C-6 CITY'S STATE CONTROLLER'S REPORT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager 2 250 175 350 Supervisory Staff 10 165 130 1,300 Staff 26 110 95 2,470 Clerical 1 90 55 55 Subtotal 40 4,415 Out-of-pocket expenses: Transportation - Total all-inclusive maximum price for $ 4.415 City's State Controller's Report 01203.0007/464459.8 C-7 CITY'S STREET REPORT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager - 250 175 - Supervisory Staff 4 165 130 520 Staff 14 110 95 1,330 Clerical 1 90 55 55 Subtotal 20 2,145 Out-of-pocket expenses: Transportation - Total all-inclusive maximum price for 5 2.145 The City's Street Report 01203.0007/464459.8 C-8 AGREED - UPON PROCEDURES RELATED TO CITY EMPLOYEE COMPENSATION Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 1 $ 400 $ 240 $ 240 Manager 2 250 175 350 Supervisory Staff 4 165 130 520 Staff 16 110 95 1,520 Clerical 2 90 55 110 Subtotal 25 2,740 Out-of-pocket expenses: Transportation N/A Total all-inclusive maximum price for $ 2.740 City's Agreed Upon Procedures Related to City Employee Compensation H. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.NOT APPLICABLE. III. 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. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: 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. 01203.0007/464459.8 C-9 D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. The Consultant's billing rates for additional services are attached as Exhibit C-1. 01203.0007/464459.8 C-10 EXHIBIT C-1 HOURLY RATES FOR ADDITIONAL PROFESSIONAL SERVICES City will provide a written request to Consultant for any optional consulting or other services outside the scope of the services described. The following hourly rates for these services during each year under the basic contract will be as follows: Option Periods 2017-18 2018-19 2019-20 2020-21 2021-22 Robert J. Callanan, CPA Engagement Partner $ 240 $ 247 $ 255 $ 262 $ 270 Nitin P. Patel,-CPA Technical Review Partner 240 247 255 262 270 Managers 175 180 186 191 197 Supervisory Staff 130 134 138 142 146 Staff 95 98 101 104 107 Clerical 55 57 58 60 62 01203.0007/464459.8 C-11 EXHIBIT"D" SCHEDULE OF PERFORMANCE Consultant shall perform all Services timely as provided: REPORTS TO BE ISSUED AND DUE DATES Draft Final Due Dates Due Dates City of Rancho Palos Verdes: Independent Auditors'Report(electronic copy) November 15 November 30 Management Letter(electronic copy) November 30 December 15 Audit Committee Letter(electronic copy) November 30 December 15 Independent Auditors'Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards November 30 December 15 Report on Compliance with Article XIIIB Appropriation Limit(electronic copy) November 30 December 15 Rancho Palos Verdes Joint Powers Improvement Authority: Independent Auditors'Report and basic financial Statements(10 copies) November 30 December 15 Single Audit Report(10 copies): Independent Auditors'Report on Compliance for Each Major Program and on Internal Control over Compliance Required by the Uniform Guidance and on the Schedule of Expenditures of Federal Awards November 30 December 15 AUDIT TIMING Assuming that the City's books are closed and ready for examination and that all necessary schedules and documents are available for our use by mid-October each year,the suggested time schedule for the various phases of the audit would be approximately as follows: Completed By Entrance conference with audit committee and key City staff; discussion of any prior audit concerns and the performance of interim work April 30 Interim audit fieldwork and management review June 30 Final audit fieldwork and management review November 15 Exit conference with the audit committee and management December 15 01203.0007/464459.8 D-1 Segmentation of the audit hours by partner and staff level Supervisory Partners Manager Staff Staff Clerical Total City of Rancho Palos Verdes: Audit and Related Audit Letters 20 26 82 90 3 221 Improvement Authority: Audit and Report Preparation 1 2 6 33 3 45 Single Audit and Related Reports 2 3 6 17 2 30 GANN Limit Review Report 1 - 2 1 4 Subtotal-Requested Services 24 31 94 142 9 300 Optional Services: CAFR Preparation 1 2 6 28 13 50 State Controller's Report-City 1 2 10 26 1 40 Street Report 1 - 4 14 1 20 AUP-Employee Compensation 1 2 4 16 2 25 Subtotal-Optional Services 4 6 24 84 17 135 Total Hours 28 37 118 226 26 435 SEGMENTATION OF THE AUDIT HOURS BY PHASES OF THE AUDIT Supervisory Partners Manager Staff Staff Clerical Total Planning 3 12 4 4 2 25 Interim Fieldwork 2 4 26 28 - 60 Final Fieldwork and Review 19 15 64 110 7 215 Total Hours 24 31 94 142 9 300 H. Consultant shall deliver the following tangible work products to the City by the following dates. A. See I., above. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0007/464459.8 D-2