HomeMy WebLinkAboutE-11 Audit Services RFPCONSENT ITEM
E-11
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: TALIKA JOHNSON, DIRECTOR OF FINANCE
DATE: FEBRUARY 6, 2017
SUBJECT: AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSAL FOR
PROFESSIONAL AUDITING SERVICES
SUMMARY:
The contract with the City’s current audit firm expired at the end of FY 2015-16. City staff is
seeking approval to issue a Request for Proposal (“RFP”) to seek a new contract with a
professional financial auditing firm to engage in a contract term of three years with an option for
a two-year extension commencing with FY 2016-17. This action approves a scope of work and
authorizes Staff to solicit Requests for Proposals for Professional Auditing Services.
RECOMMENDATION:
Staff recommends that the City Council take the following actions:
1) Approve the draft Scope of Work to be performed; and
2) Authorize Staff to issue a Request for Proposal (“RFP”) for professional auditing
services for a contract of three years with an option for a two-year extension
commencing with the fiscal year ending June 30, 2017.
DISCUSSION:
Governmental auditing services are a specialty field with a limited number of accounting firms
that specialize in governmental accounting practices. Consistent with Government Finance
Officers Association (“GFOA”) best practice, a competitive process should be undertaken to
engage financial auditing services every three to five years.
In preparation for the FY 2015-16 audit, Staff has completed the attached RFP for professional
independent audit services. The proposed term of engagement is three (3) years with a right to
extend the contract for two (2) additional one-year terms.
APPROVED
COUNCIL MEETING
2/6/2017
Request for Proposal-Professional Auditing Services
February 6, 2017
Page 2
The proposed calendar for the RFP and selection process is as follows:
February 9, 2017 RFP Issued
March 2, 2017 Proposal Deadline
April 17, 2017 (or earlier) Staff Recommendation to City Council
The proposed Scope of Work to be performed is as follows:
The City desires an annual Comprehensive Annual Financial Report (“CAFR”) to be prepared
by the independent auditor. The City plans to submit each CAFR to the Government
Finance Officers Association (“GFOA”) for review in the GFOA Certificate of Achievement
for Excellence in Financial Reporting program.
The selected independent auditor will be required to perform the following tasks:
1. The audit firm will perform an audit of all funds of the City. The audit shall
be conducted in accordance with auditing standards generally accepted in the
United States of America and Government Auditing Standards, issued by the
Comptroller of the United States. The City’s Comprehensive Annual
Financial Report will be prepared and printed by the audit firm. Additionally,
the digital/electronic version of the CAFR shall be made available. The audit
firm will render the auditors’ report on the basic financial statements which
will include both Government-Wide Financial Statements and Fund Financial
Statements. The audit firm will also apply limited audit procedures to
Management’s Discussion and Analysis (“MD&A”) and required
supplementary information pertaining to the General Fund and each major
fund of the City.
2. The audit firm will perform a single audit on the expenditures of federal
grants in accordance with OMB Circular A-133 and render the appropriate
audit reports on Internal Control over Financial Reporting based upon the
audit of the City’s financial statements in accordance with Government
Auditing Standards and the appropriate reports on compliance with
Requirements Applicable to each Major Program, Internal Control over
Compliance and on the Schedule of Expenditures of Federal Awards in
Accordance with OMB Circular A-133. The single audit report will include
appropriate schedule of expenditures of federal awards, footnotes, findings
and questioned costs, including reportable conditions and material
weaknesses, and follow up on prior audit findings where required.
3. The audit firm shall perform agreed-upon review procedures pertaining to
the City’s GANN Limit (Appropriations Limit) and render a letter annually
to the City regarding compliance.
4. The audit firm shall issue a separate “management letter” that includes
Request for Proposal-Professional Auditing Services
February 6, 2017
Page 2
recommendations for improvements in internal control, accounting
procedures and other significant observations that are considered to be
non-reportable conditions. Management letters shall be addressed to the
City Manager.
5. The audit firm will prepare and print the financial statements for the Azusa
Public Financing Authority (“APFA”). Additionally, the digital/electronic
version of the report shall be made available.
6. The audit firm will prepare and print the financial statements for each of the
City’s Community Facilities Districts (“CFD”): Mountain Cove and Rosedale.
Additionally, the digital/electronic versions of these reports shall be made
available.
7. The audit firm may be consulted occasionally throughout the year as an
information resource. The auditors are to provide guidance on
implementation of GASB requirements and specifics of Federal and State
regulations as they may affect local government accounting.
8. Calculation of GASB 68 Journal Entry – the audit firm is requested to prepare
the year-end GASB 68 journal entries as long as the City provides all
necessary documentation to prepare the entry.
Staff is requesting a RFP containing the above Scope of Work for Professional Auditing Services
be issued and circulated immediately to acquire an audit firm in order for the FY 2016-17
Comprehensive Annual Financial Report to be completed on time.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action. Staff will return for City
Council’s approval of the recommended audit firm and will include the proposed fiscal impact
upon completion of the proposal review.
Prepared by: Reviewed and Approved:
Talika M. Johnson Louie F. Lacasella
Director of Finance Management Analyst
Reviewed and Approved:
Troy L. Butzlaff, ICMA-CM
City Manager
Attachment:
1. Request for Proposal for Professional Auditing Services & Sample Professional Services
Agreement
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1
REQUEST FOR PROPOSALS
FOR
PROFESSIONAL AUDITING SERVICES
City of Azusa
Finance Department
213 E. Foothill Boulevard
Azusa, CA 91702
Phone (626) 812-5203 Date of Issuance: February 9, 2017
Fax (626) 334-5464 Proposal Deadline: March 2, 2017
EXHIBIT A
2
City of Azusa
REQUEST FOR PROPOSALS FOR
PROFESSIONAL AUDIT SERVICES
TABLE OF CONTENTS
I. INTRODUCTION
A. General Information 4
B. Term of Engagement 5
II. NATURE OF SERVICES REQUIRED
A. General 5
B. Scope of Work to be Performed 5
C. Auditing Standards to be Followed 6
D. Reports to be Issued 6
E. Irregularities and Illegal Acts 7
F. Special Considerations 7
G. Working Paper Retention and Access to Working Papers 8
III. DESCRIPTION OF THE GOVERNMENT
A. City Representative 8
B. Background Information 8
C. Financial Operations 9
D. Fund Structure 9
E. Pension Plans 9
F. Availability of Prior Reports 9
IV. TIME REQUIREMENTS
A. Proposal Calendar 9
B Notification and Contract Dates 10
C Audit Schedule 10
D Entrance Conferences, Progress Reporting and Exit Conference 10
E. Final Reports 10
V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION
A. Finance Department and Clerical Assistance 11
B. Statements and Schedules to be prepared by City Staff 11
C. Work Area and Equipment 11
VI. PROPOSAL REQUIREMENTS
A. General Requirements 11
1. Inquiries 11
2. Submission of Proposals 11
EXHIBIT A
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B. Delivery of Proposal 12
C. Technical Proposal
1. General Requirements 12
2. Independence 13
3. License to Practice 13
4. Firm Qualifications and Experience 13
5. Partner, Supervisory and Staff Qualifications
And Experience 13
6. Similar Engagements with Other Government Entities 14
7. Specific Audit Approach 14
8. Identification of Anticipated Potential Audit Problems 15
9. Response to City Standard Two-Party Agreement 15
D. Cost Proposal
1. Total All-Inclusive Maximum Price 15
2. Rates for Additional Professional Services 16
3. Manner of Payment 16
VII. EVALUATION PROCEDURES
A. Selection Committee 16
B. Review of Proposals 16
C. Evaluation Criteria 17
1. Mandatory Elements 17
2. Technical Quality 17
3. Price 17
D. Oral Presentations 18
E. Final Selection 18
F. Right to Reject Proposals 18
APPENDICES
A. Format for Schedule of Professional Fees and Expenses to 19
B.
Support the Total All-Inclusive Maximum Price
Sample City-Standard Two-Party Agreement
20
EXHIBIT A
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CITY OF AZUSA
Request for Proposals for Professional Audit Services
I. INTRODUCTION
A. General Information
The City of Azusa (“Azusa” or “City”) hereby requests proposals from qualified
certified public accounting firms to perform audits of the City’s financial statements
for the three (3) fiscal years ending June 30, 2017, June 30, 2018, and June 30,
2019 with the option of auditing the City’s financial statements for each of the two (2)
subsequent fiscal years. To meet the requirements of this Request for Proposal, the
audit shall be performed in accordance with:
1. Generally accepted auditing standards as set forth by the American Institute
of Certified Public Accountants,
2. The standards for financial audits set forth in the U. S. General Accounting
Office’s Government Auditing Standards (1994),
3. The provisions of the Single Audit Act of 1984 (as amended in 1996),
4. The provisions of the U. S. Office of Management and Budget (OMB)
Circular A-133, audits of States, Local Governments, and Non-Profit
Organizations, Audits of State and Local Governments,
There is no express or implied obligation for Azusa to reimburse responding firms for
any expenses incurred in preparing proposals in response to this request. Materials
submitted by respondents are subject to public inspection under the California Public
Records Act (California Government Code § 6250, et seq.), unless exempt.
To be considered, an original and five (5) copies of a proposal must be received at
the Office of the Director of Finance, 213 E. Foothill Blvd., Azusa, CA 91702 not later
than 5:00 p.m., March 2, 2017. Proposals submitted will be evaluated by a
Selection Committee, consisting of individuals from the Finance Department and
the Utility Department.
During the evaluation process, the Selection Committee and the City of Azusa
reserve the right, where it may serve the City’s best interests, to request additional
information or clarification from proposers, or to allow corrections of errors or
omissions. At the discretion of the City or the Selection Committee, firms submitting
proposals may be requested to make oral presentations as part of the evaluation
process.
The City reserves the right to retain all proposals submitted and to use any ideas in a
proposal, regardless of whether that proposal is selected. Submission of a proposal
indicates acceptance by the proposing firm of the conditions contained in this
Request for Proposals, unless clearly and specifically noted in the proposal
submitted and confirmed in the contract between the City and the firm selected. The
City has a standard two-party agreement, a copy of which is attached, and any
objections to the form of agreement must be specifically noted in the proposal.
Please note the insurance requirement in the form of agreement.
EXHIBIT A
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It is anticipated the selection of a firm will be completed by March 23, 2017.
Following the notification of the selected firm and City Council approval, it is
expected a final contract will be executed between both parties by April 20, 2017.
The City reserves the right to reject any or all proposals, to waive any non-
material irregularities or information in any proposal, and to accept or reject any
items or combination of items.
B. Term of Engagement
A three (3) year contract is contemplated, with an option to extend the contract for
two (2) additional one (1) year terms. Each extension of the contract is subject to the
review and recommendation of the City Manager or his or her designee, the
satisfactory negotiation of terms (including a price acceptable to the City), and
annual availability of an appropriation.
II. NATURE OF SERVICES REQUIRED
A. General
The City of Azusa is soliciting the services of qualified certified public accountant
firms to audit its financial statements for the fiscal years ending June 30, 2017, June
30, 2018, and June 30, 2019, with the option to extend the contract for each of the
two (2) subsequent fiscal years. The audits are to be performed in accordance with
the provisions contained herein.
B. Scope of Work to be Performed
The City desires an annual Comprehensive Annual Financial Report (“CAFR”) to be
prepared by the independent auditor. The City plans to submit each CAFR to the
Government Finance Officers Association (“GFOA”) for review in the GFOA
Certificate of Achievement for Excellence in Financial Reporting program.
The selected independent auditor will be required to perform the following tasks:
1. The audit firm will perform an audit of all funds of the City. The audit shall
be conducted in accordance with auditing standards generally accepted in
the United States of America and Government Auditing Standards, issued
by the Comptroller of the United States. The City’s Comprehensive
Annual Financial Report will be prepared and printed by the audit firm.
Additionally, the digital/electronic version of the CAFR shall be made
available. The audit firm will render the auditors’ report on the basic
financial statements which will include both Government-Wide Financial
Statements and Fund Financial Statements. The audit firm will also apply
limited audit procedures to Management’s Discussion and Analysis
(“MD&A”) and required supplementary information pertaining to the General
Fund and each major fund of the City.
2. The audit firm will perform a single audit on the expenditures of federal
grants in accordance with OMB Circular A-133 and render the appropriate
audit reports on Internal Control over Financial Reporting based upon the
EXHIBIT A
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audit of the City’s financial statements in accordance with Government
Auditing Standards and the appropriate reports on compliance with
Requirements Applicable to each Major Program, Internal Control over
Compliance and on the Schedule of Expenditures of Federal Awards in
Accordance with OMB Circular A-133. The single audit report will include
appropriate schedule of expenditures of federal awards, footnotes, findings
and questioned costs, including reportable conditions and material
weaknesses, and follow up on prior audit findings where required.
3. The audit firm shall perform agreed-upon review procedures pertaining to
the City’s GANN Limit (Appropriations Limit) and render a letter annually to
the City regarding compliance.
4. The audit firm shall issue a separate “management letter” that includes
recommendations for improvements in internal control, accounting
procedures and other significant observations that are considered to be
non-reportable conditions. Management letters shall be addressed to the
City Manager.
5. The audit firm will prepare and print the financial statements for the Azusa
Public Financing Authority (“APFA”). Additionally, the digital/electronic
version of the report shall be made available.
6. The audit firm will prepare and print the financial statements for each of the
City’s Community Facilities Districts (“CFD”): Mountain Cove and Rosedale.
Additionally, the digital/electronic versions of these reports shall be made
available.
7. The audit firm may be consulted occasionally throughout the year as an
information resource. The auditors are to provide guidance on
implementation of GASB requirements and specifics of Federal and State
regulations as they may affect local government accounting.
8. Calculation of GASB 68 Journal Entry – the audit firm is requested to
prepare the year-end GASB 68 journal entries as long as the City provides
all necessary documentation to prepare the entry.
C. Auditing Standards to be Followed
To meet the requirements of this request for proposals, the audit shall be performed
in accordance with generally accepting auditing standards as set forth by the
American Institute of Certified Public Accountants, the standards for financial audits
set forth in the U.S. General Accounting Office’s Government Auditing
Standards, the provisions of the Single Audit Act Amendments of 1996 and the
provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits
of State and Local Governments and Non-Profit Organizations.
D. Reports to be Issued
Following the completion of the audit of the fiscal year’s financial statements, the
auditor shall issue:
1. A report on the fair presentation of the financial statements in conformity with
generally accepted accounting principles.
2. A report on the internal control structure based on the auditors’ understanding
of the control structure and assessment of control risk.
EXHIBIT A
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3. A report on compliance with applicable laws and regulations.
4. An “in-relation-to” report on the schedule of expenditures of federal awards.
5. A report on the internal control structure used in administering federal grants
(this report may be combined with report number 2).
6. A report on compliance with specific requirements applicable to the
expenditures of federal grants.
7. A report on compliance with specific requirements applicable to non-major
federal grants (this report may be combined with report number 6).
8. A report on compliance with general requirements for both major and non-
major federal grants.
9. Agreed-upon procedures reports regarding verification of the Gann limit.
In the required report(s) on internal controls, the auditor shall communicate any
reportable conditions found during the audit. A reportable condition shall be defined
as a significant deficiency in the design or operation of the internal control structure,
which could adversely affect the organization’s ability to record, process, summarize
and report financial data consistent with the assertions of management in the
financial statements.
Reportable conditions that are also material weaknesses shall be identified as such
in the report.
Non-reportable conditions discovered by the auditors shall be reported in a separate
letter to management, which shall be referred to in the report (s) on internal controls.
The reports on compliance shall include all instances of noncompliance.
E. Irregularities and Illegal Acts
Auditors shall be required to make an immediate, written report of all irregularities
and illegal acts or indications of illegal acts of which they become aware to the
following parties: City Manager, City Attorney and Director of Finance.
F. Special Considerations
1. The City will send its CAFR to the GFOA for review in their certificate award
program. It is anticipated that the auditor will perform their procedures with a
level of review designed to help assure that the City will meet the
requirements and time deadline of this program.
2. The City routinely prepares one or more official statements in connection with
the sale of debt securities, which will contain the financial statement and the
auditor’s report thereon. The auditor shall be required at no additional cost, if
requested by the fiscal advisor and/or the underwriter, to issue a “consent and
citation of expertise” as the auditor and any necessary “comfort letters.”
EXHIBIT A
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3. The schedule of expenditures of federal awards related auditor’s report, as
well as the reports on the internal controls and compliance are not to be
included in the Comprehensive Annual Financial Report, but are to be issued
separately.
G. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor’s expense, for a
minimum of three (3) years, unless the firm is notified in writing by the City of the
need to extend the retention period. The auditor will be required to make working
papers available, upon request, to the following parties or their designees:
City of Azusa
Parties designated by the federal or state government or by the
City as part of an audit quality review process.
Auditors of entities of which the City is a sub-recipient of grant
funds.
In addition, the firm shall respond to the reasonable inquiries of successor auditors
and allow successor auditors to review working papers relating to matters of
continuing accounting significance.
III. DESCRIPTION OF THE GOVERNMENT
A. City Representative
The auditor’s principal contact with the City will be the Assistant Director of
Finance or a designated representative, who will coordinate the assistance to be
provided by the City to the auditor. (The Assistant Director of Finance position is
currently be recruited. In the interim, the contact will be Dave Nguyen, Senior
Accountant).
B. Background Information
The City of Azusa serves an area of 9.1 square miles with a population of
approximately 49,690. The City’s fiscal year begins on July 1 and ends on June 30.
The City operates and maintains a full range of municipal services. The City
contracts fire services from the Los Angeles County Fire Authority. The City has
approximately 252 authorized full-time and approximately 67.72 full-time
equivalent part-time staff positions, with a total payroll exceeding $39 Million.
The City’s FY2016-17 general fund operating budget was $37.3 million.
The City is organized into eleven departments and agencies. The accounting and
financial reporting functions of the City are centralized.
More detailed information on the government and its finances can be found in the
2016-17 Annual Budget and the 2015-16 Comprehensive Annual Financial Report.
EXHIBIT A
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C. Financial Operations
The City’s Finance Department is headed by Talika Johnson, Director of Finance,
and consists of 10 employees.
D. Fund Structure
The City uses the following fund types and account groups in its financial reporting:
Fund Type Number of Funds
General Fund 1
Special Revenue Funds 21
Debt Service Funds 1
Capital Project Funds 3
Enterprise Funds 4
Internal Service Funds 5
Agency Funds 2
E. Pension Plans
The City participates in the California Public Employees Retirement System
(“PERS”), an agent multiple-employer plan. Actuarial services for the plan are
provided by PERS.
The City also contributes to the Public Agency Retirement System (PARS), a defined
contribution pension plan provided and administered by the Public Agency
Retirement System Alternate Retirement System Plan for employees not eligible to
participate in PERS. In addition, the City contributes to the PARS Retirement
Enhancement Plan only for covered positions.
F. Availability of Prior Audit Reports and Working Papers
Interested proposers who wish to review prior years’ audit reports and management
letters should contact Dave Nguyen, Senior Accountant, at either 213 E. Foothill
Blvd., Azusa, CA 91702, dnguyen@ci.azusa.ca.us or (626) 812-5312. The City will
use its best efforts to make prior audit reports and supporting working papers
available to proposers to aid their response to this request for proposals. NOTE:
Prior audit reports can also be found on the City’s website, www.ci.azusa.ca.us
IV. TIME REQUIREMENTS
A. Proposal Calendar
The following is a list of key dates up to and including the date proposals are due to
be submitted:
Request for Proposal Issued February 9, 2017
Due Date for Proposals March 2, 2017
EXHIBIT A
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B. Notification and Contract Dates
Staff Recommendation to City Council on or before April 17, 2017
Contract Date by April 20, 2017
C. Audit Schedule
The planning phase of the audit engagement may commence upon receipt of a
Notice to Proceed to be issued after award by City Council and execution of a City
standard form of agreement. The audit firm selected shall provide the City with an
audit plan and a list of schedules to be prepared by City personnel prior to the
beginning of fieldwork. Interim fieldwork would be expected to be performed by in
June for FY 2016-17 and in May for subsequent years with the final phase of
fieldwork commencing in the second week of October.
The City will attempt to have the books closed and all agreed upon schedules
available for the auditors by October 1.
The auditor shall have drafts of the final reports and recommendations to
management available for review by the City by the following dates:
City of Azusa CAFR November 10
APFA Report December 15
CFD Reports December 15
Single Audit February 15
D. Entrance Conferences, Progress Reporting and Exit Conferences
An entrance conference should be scheduled prior to beginning interim fieldwork.
Progress reports are expected on at least a monthly basis to the Director of Finance.
An exit conference to summarize the results of fieldwork and to review significant
findings is expected on the last day of fieldwork or shortly thereafter.
E. Final Reports
The Finance Department will complete its review of the draft report as expeditiously
as possible. This process is not expected to exceed two (2) weeks. During that
period, the auditor should be available for any meetings that may be necessary to
discuss the drafts. Once all issues for discussion are resolved, the auditor shall
publish, produce and deliver to City fifteen (15) bound copies of the Comprehensive
Annual Financial Report as well as providing an electronic copy. It is anticipated
that this process will be completed and the final reports delivered by the following
dates:
City of Azusa CAFR November 30
APFA Report December 31
CFD Reports December 31
Single Audit February 28
EXHIBIT A
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V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION
A. Finance Department Assistance
The Finance Department staff and responsible personnel will be available during the
audit to assist the firm by providing information, documentation and explanations.
The preparation of confirmations will be the responsibility of the City, with the
assistance of the auditor.
City Staff will assist the auditors in identifying and locating supporting documentation.
B. Statements and Schedules to be Prepared by the Staff of the City
The City will prepare statements and schedules for the auditor as requested.
C. Work Area, Telephones, Photocopying and FAX Machines
The City will provide the auditor with reasonable work space, desks and chairs. The
auditor will also be provided with access to an internet line, photocopying machine,
and FAX machine.
Long distance telephone and/or FAX communications costs will be charged to the
auditor.
VI. PROPOSAL REQUIREMENTS
A. General Requirements
1. Inquiries
Inquiries regarding this proposal process and submittals should be directed to:
Dave Nguyen, Senior Accountant
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
(626) 812-5200, extension 5312
dnguyen@ci.azusa.ca.us
2. Submission of Proposals
One original and five (5) copies of the Technical Proposal are required to be
received by 5:00 P.M. on March 2, 2017 for the proposing firm to be considered.
a. Title Page
Title page showing the request for proposals subject; the firm’s name; the
name, address and telephone number of the contact person; and the date of
EXHIBIT A
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the proposal.
b. Table of Contents
c. Transmittal Letter
A signed letter of transmittal briefly stating the audit firm’s understanding of
the work to be done, the commitment to perform the work within the time
period, a statement why the firm believes it to be best qualified to perform the
engagement and a statement that the proposal is a firm offer for five years.
d. Appendices or Exhibits
Include as needed.
THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE
TECHNICAL PROPOSAL SECTION
B. Delivery of Proposals
Proposers should send the completed proposal consisting of the two separate
envelopes to the following address:
City of Azusa
Dave Nguyen, Senior Accountant
213 E. Foothill Blvd.
Azusa, CA 91702
C. Technical Proposal
1. General Requirements
The purpose of the proposal is to demonstrate the qualifications, competence
and capacity of the firms seeking to undertake an independent audit of the City in
conformity with the requirements of this request for proposals. As such, the
substance of proposals will carry more weight than their form or manner of
presentation. The technical proposal should demonstrate the qualifications of the
firm and of the particular staff to be assigned to this engagement. It should also
specify an audit approach that will meet the request for proposal requirements.
The technical proposal should address all the points outlined in the request for
proposals. Cost information should only be included in the Cost Proposal
section. The proposal should be prepared simply and economically, providing a
straight-forward, concise description of the proposer’s capabilities to satisfy the
requirements of the request for proposals. While additional data may be
presented, the following subjects, items No. 2 through 9, must be included. They
represent the criteria against which the proposal will be evaluated. The
information may be presented in the body of the text or as appendices.
TECHNICAL PROPOSALS ARE NOT TO EXCEED TWENTY-FIVE (25) PAGES
EXHIBIT A
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2. Independence
The firm should provide an affirmative statement that it is independent of the City
as defined by generally accepted auditing standards/the U.S. General
Accounting Office’s Government Auditing Standards.
The firm also should provide an affirmative statement that it is independent of all
of the component units of the City as defined by those same standards.
The firm should also list and describe the firm’s professional relationships
involving the City or any of its component units/agencies, for the past five (5)
years, together with a statement explaining why such relationships do not
constitute a conflict of interest relative to performing the proposed audit.
In addition, the firm shall give the City written notice of any professional
relationships entered into during the period of this agreement.
3. License to Practice in the State of California.
An affirmative statement should be included that the firm and all assigned key
professional staff are properly licensed to practice in the State of California.
4. Firm Qualifications and Experience
The proposal should state the size of the firm, the size of the firm’s governmental
audit staff, the location of the office from which the work on this engagement is to
be performed and the number and nature of the professional staff to be
employed in this engagement.
If the proposer is a joint venture or consortium, the qualifications of each firm
comprising the joint venture or consortium should be separately identified and the
firm that is to serve as the principal auditor should be noted, if applicable.
The firm is required to include a summarization of the results of its most recent
external quality control review, with a statement whether that quality control
review included a review of specific government engagements.
The firm shall provide information on the results of any Federal or State desk
reviews or field reviews of its audits during the past three (3) years. In addition,
the firm shall provide information on the circumstances and status of any
disciplinary action taken or pending against the firm during the past three (3)
years with State regulatory bodies or professional organizations.
5. Partner, Supervisory and Staff Qualifications and Experience
The firm should identify the principal supervisory and management staff,
including engagement partner, manager, other supervisors and specialists, who
would be assigned to the engagement and indicate whether each such person is
register or licensed to practice as a certified public accountant in the State of
California. The firm should provide information on the government auditing
experience of each person, including information on relevant continuing
professional education for the past three (3) years and membership in
professional organizations relevant to the performance of this audit.
EXHIBIT A
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The firm should provide as much information as possible regarding the number,
qualifications, experience and training, including relevant continuing professional
education, of the specific staff to be assigned to this engagement. The firm
should indicate how the quality of staff over the term of the agreement will be
assured.
Engagement partners, managers, other supervisory staff and specialists may be
changed if those personnel leave the firm, are promoted or are assigned to
another office. These personnel may also be changed for other reasons with the
express prior written permission of the City. However, in either case, the City
retains the right to approve or reject replacements.
Consultants and firm specialists mentioned in response to this request for
proposal can only be changed with the express prior written permission of the
City, which retains the right to approve or reject replacements.
Other audit personnel may be changed at the discretion of the proposer provided
that replacements have substantially the same or better qualifications or
experience.
6. Similar Engagements with Other Government Entities
For the firm’s office that will be assigned responsibility for the audit, list the most
significant engagements (maximum of 5) performed in the last five years that are
similar to the engagement described in this request for proposal.
These engagements should be ranked on the basis of total staff hours. Indicate
the scope or work, date, engagement partners, total hours, and the name and
telephone number of the principal client contact.
7. Specific Audit Approach
The proposal should set forth a summarized work plan, including an explanation
of the audit methodology to be followed, to perform the services required in
Section II of this request for proposal. The work plan should reference such
sources of information as the City budget and related materials, organizational
charts, manuals and programs, and financial and other management information
systems. Proposers will be required to provide the following information on their
audit approach:
a. Proposed segmentation of the engagement
b. Level of staff and number of hours to be assigned to each proposed
segment of the engagement
c. Sample size and the extent to which statistical sampling is to be used in the
engagement
d. Approach to be taken to gain and document an understanding of the City’s
internal control structure
e. Approach to be taken in determining laws and regulations that will be subject
to audit test work
EXHIBIT A
15
f. Approach to be taken in drawing audit sample for purposes of tests of
compliance
8. Identification of Anticipated Potential Audit Problems
The proposal should identify and describe any anticipated potential audit
problems, the firm’s approach to resolving these problems and any special
assistance that will be requested from the City.
9. Response to City Standard Two-Party Agreement
Note any objections to the City’s standard two-party agreement. City’s standard
form of agreement shall be the basis of the agreement between the City and the
firm selected.
The firm awarded the contract will be expected to execute the attached
professional services agreement in substantial form to that attached as Exhibit A
to this RFP.
COSTS SHOULD ONLY BE INCLUDED IN THE COST PROPOSAL SECTION
D. Cost Proposal
This section should be last and separately identified with a total page. All dollar units
and/or total costs should be shown in this section, not in the technical proposal.
The proposer shall submit one original and five (5) copies of a dollar cost bid in a
separate sealed envelope marked as follows:
SEALED DOLLAR COST PROPOSAL
FOR
CITY OF AZUSA
FOR
PROFESSIONAL AUDITING SERVICES
1. Total All-Inclusive Maximum Price
The sealed dollar cost bid shall contain all pricing information relative to
performing the audit engagement for each of the five (5) contract years as
described in this request for proposal. The total all-inclusive maximum price to
be bid is to contain all direct and indirect costs including all out-of-pocket
expenses.
The City will not be responsible for expenses incurred in preparing and
submitting the technical proposal or the sealed dollar cost bid. Such costs shall
not be included in the proposal.
The first page of the sealed dollar cost bid shall include the following information:
a. Name of Firm
EXHIBIT A
16
b. Certification that the person signing the proposal is entitled to represent the
firm, empowered to submit the bid, and authorized to sign a contract with the
City of Azusa.
c. A Total All-Inclusive Maximum Price for the FY 2016-17, FY 2017-18, and
FY 2018-19 engagements and the option years for FY 2019-20 and FY
2020-21.
2. Rates for Additional Professional Services
If it should become necessary for the City to request the auditor to render any
additional services to either supplement the services requested in this RFP or to
perform additional work as a result of the specific recommendations included in
any report issued on this engagement, then such additional work shall be
performed only if set forth in an addendum to the contract between the City and
the firm. Any such additional work agreed to between the City and the firm shall
be performed at the same rates set forth in the schedule of fees and expenses
included in the sealed dollar cost bid.
3. Manner of Payment
Progress payments will be made on the basis of hours of work completed during
the course of the engagement and out-of-pocket expenses incurred in
accordance with the firm’s dollar cost bid proposal. Interim billing shall cover a
period of not less than a calendar month. The final ten percent (10%) of the
Total All-Inclusive Maximum Price will be paid upon delivery of the firm’s final
reports.
VII. EVALUATION PROCEDURES
A. Selection Committee
Proposals submitted will be evaluated by a Selection Committee consisting of
individuals from the Finance Department other internal departments and/or external
agencies.
B. Review of Proposals
The Selection Committee will use a point formula during the review process to score
proposals. Each member of the Selection Committee will first score each technical
proposal by each of the criteria described in Section VII C below. The full Selection
Committee will then convene to review and discuss these evaluations and to
combine the individual scores to arrive at a composite technical score for each firm.
At this point, firms with an unacceptable low technical score will be eliminated from
further consideration.
After the composite technical score for each firm has been established, the cost
proposals will be reviewed and additional points will be added to the technical score
based on the price bid. The maximum score for price will be assigned to the firm
offering the lowest Total All-Inclusive Maximum Price.
The City reserves the right to retain all proposals submitted and use any idea in a
EXHIBIT A
17
Proposal regardless of whether the proposal is selected.
C. Evaluation Criteria
Proposals will be evaluated using three sets of criteria. Firms meeting the
mandatory criteria will have their proposals evaluated for technical qualification.
Only those firms meeting minimum technical qualifications will be evaluated for price.
The following represent the principal selection criteria which will be considered
during the evaluation process.
1. Mandatory Elements
a. The audit firm is independent and licensed to practice in the State of
California.
b. The firm has no conflict of interest with regard to any other work
performed by the firm for the City.
c. The firm adheres to the instructions to this request for proposal on
preparing and submitting the proposal.
d. The firm has a record of quality audit work.
2. Technical Quality (Maximum Points - 80)
a. Expertise and Experience
i. The firm’s past experience and performance on comparable
government engagements with an emphasis on local experience.
ii. The quality of the firm’s professional personnel to be assigned to the
engagement and the quality of the firm’s management support
personnel to be available for technical consultation.
iii. The firm’s past experience in meeting GFOA requirements to receive
CAFR award.
iv. Experience in providing on-going financial consulting services to
municipalities.
b. Audit Approach
i. Adequacy of proposed staffing plan for various segments of the
engagement.
ii. Adequacy of sampling techniques
iii. Adequacy of analytical procedures
3. Price (Maximum Points - 20)
COST WILL NOT BE THE PRIMARY FACTOR IN THE SELECTION OF AN AUDIT FIRM
EXHIBIT A
18
D. Oral Presentations
During the evaluation process, the Selection Committee may, at its discretion,
request any one or all firms to make oral presentations. Such presentations will
provide firms with an opportunity to answer any questions the Selection Committee
may have on a firm’s proposal. Not all firms may be asked to make such oral
presentations.
E. Final Selection
The City Council of the City of Azusa will select a firm after considering the
recommendation of the Selection Committee.
F. Right to Reject Proposals
Submission of a proposal indicates acceptance by the firm of the conditions
contained in this request for proposal unless clearly and specifically noted in the
proposal submitted and confirmed in the contract between the City and the firm
selected.
The City reserves the right to reject any or all proposals.
EXHIBIT A
19
APPENDIX A
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR THE AUDIT OF THE FY 2016-17 THROUGH 2020-21 FINANCIAL STATEMENTS
Option Years
2016-17 2017-18 2018-19 2019-20 2020-21
City
Single Audit
APFA
CFDs
City Portfolio
Total
EXHIBIT A
20
APPENDIX B
CITY-STANDARD TWO-PARTY AGREEMENT
(ATTACHMENT A)
ATTACHMENT A
8513273_1
A1
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 20 by
and between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS: CORPORATION;
LIMITED LIABILITY COMPANY; ETC.] with its principal place of business at [INSERT ADDRESS]
(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and
collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICES]
services to public clients, is licensed in the State of California, and is familiar with the plans of
City.
2.2 Project.
City desires to engage Consultant to render such services for the [INSERT NAME OF
PROJECT] project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] consulting
services necessary for the Project (“Services”). The Services are more particularly described in
Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to
[INSERT ENDING DATE], unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established schedules
and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement if
necessary to complete the Services.
8513273_1
A2
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 2 of [INSERT LAST PAGE OF AGREEMENT]
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers’
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit “B” attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant’s conformance
with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: [INSERT NAMES].
3.2.5 City’s Representative. The City hereby designates [INSERT NAME OR
TITLE], or his or her designee, to act as its representative for the performance of this Agreement
(“City’s Representative”). City’s Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders from
8513273_1
A3
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 3 of [INSERT LAST PAGE OF AGREEMENT]
any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME
OR TITLE], or his/her designee, to act as its representative for the performance of this Agreement
(“Consultant’s Representative”). Consultant’s Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant’s Representative shall supervise and direct the Services, using his/her best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City’s staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant’s failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub-consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Period of Performance and Liquidated Damages. Consultant shall perform
and complete all Services under this Agreement within the term set forth in Section 3.1.2 above
(“Performance Time”). Consultant shall also perform the Services in strict accordance with any
completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or
which may be separately agreed upon in writing by the City and Consultant (“Performance
Milestones”). Consultant agrees that if the Services are not completed within the aforementioned
Performance Time and/or pursuant to any such Project Milestones developed pursuant to
provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer
damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING
LD'S – DELETE OTHERWISE – DON'T SIMPLY INSERT $0; ALSO DELETE “AND
LIQUIDATED DAMAGES” FROM TITLE OF SECTION***]Pursuant to Government Code
Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of
8513273_1
A4
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 4 of [INSERT LAST PAGE OF AGREEMENT]
[***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL
DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the
Performance Time or beyond any Project Milestones established pursuant to this Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable
for all violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of
state and federal law respecting the employment of undocumented aliens, including, but not
limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to
time. Such requirements and restrictions include, but are not limited to, examination and
retention of documentation confirming the identity and immigration status of each employee of
the Consultant. Consultant also verifies that it has not committed a violation of any such law
within the five (5) years immediately preceding the date of execution of this Agreement, and
shall not violate any such law at any time during the term of the Agreement. Consultant shall
avoid any violation of any such law during the term of this Agreement by participating in an
electronic verification of work authorization program operated by the United States Department
of Homeland Security, by participating in an equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly
hired employees, or by some other legally acceptable method. Consultant shall maintain records
of each such verification, and shall make them available to the City or its representatives for
inspection and copy at any time during normal business hours. The City shall not be responsible
for any costs or expenses related to Consultant’s compliance with the requirements provided for
in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub-
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to
terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants,
8513273_1
A5
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 5 of [INSERT LAST PAGE OF AGREEMENT]
sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with
such requirements (including in those verifications provided to the Consultant under Section
3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in
compliance with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Consultant
certifies that it is aware of the provisions of Section 3700 of the California 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 agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Consultant represents
that it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. To the extent applicable, Consultant must
fully comply with all applicable laws, rules and regulations in furnishing or using equipment
and/or providing services, including, but not limited to, emissions limits and permitting
requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or
California Air Resources Board (CARB). Although the SCAQMD and CARB limits and
requirements are more broad, Consultant shall specifically be aware of their application to
"portable equipment", which definition is considered by SCAQMD and CARB to include any
item of equipment with a fuel-powered engine. Consultant shall indemnify City against any
fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory
agency for violations of applicable laws, rules and/or regulations by Consultant, its
subconsultants, or others for whom Consultant is responsible under its indemnity obligations
provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Consultant’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources
Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances
regulating discharges of storm water; and any and all regulations, policies, or permits issued
8513273_1
A6
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 6 of [INSERT LAST PAGE OF AGREEMENT]
pursuant to any such authority regulating the discharge of pollutants, as that term is used in the
Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result
of Consultant’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
this Section. Consultant further warrants that it, its employees and subcontractors will receive
adequate training, as determined by City, regarding the requirements of the laws, regulations and
policies described in this Section as they may relate to the Services provided under this
Agreement. Upon request, City will provide Consultant with a list of training programs that
meet the requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
8513273_1
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 7 of [INSERT LAST PAGE OF AGREEMENT]
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT;
TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF
CONTRACT AND RISK TO CITY]$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: [CONTACT RISK MANAGEMENT TO
CONFIRM AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED
DEPENDS ON NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per accident for bodily injury
and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’
Compensation limits as required by the Labor Code of the State of California. Employer’s
Liability limits of [CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT; TYPICAL MINIMUM IS $1
MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON NATURE OF CONTRACT AND RISK TO
CITY]$1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in
addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is
cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City evidence of insurance
showing that the required insurance has been reinstated or has been provided through another
insurance company or companies. In the event any policy of insurance required under this
Agreement does not comply with these specifications or is canceled and not replaced, the City
has the right but not the duty to obtain the insurance it deems necessary and any premium paid
by the City will be promptly reimbursed by Consultant or the City may withhold amounts
sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or
terminate this Agreement.
3.2.11.3 Professional Liability. [INCLUDE THIS SUBSECTION
ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than [CONTACT RISK MANAGEMENT TO CONFIRM
AMOUNT; TYPICAL MINIMUM IS $1 MILLION, BUT AMOUNT OF INSURANCE REQUIRED DEPENDS ON
NATURE OF CONTRACT AND RISK TO CITY]$1,000,000 per claim, and shall be endorsed to include
contractual liability. Defense costs shall be paid in addition to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
8513273_1
A8
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 8 of [INSERT LAST PAGE OF AGREEMENT]
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or
endorsements providing the exact same coverage, the City of Azusa, its directors, officials,
officers, employees, agents and volunteers shall be covered as additional insured with respect to
the Services or ongoing and complete operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2) using
ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage
shall be primary insurance as respects the City, its directors, officials, officers, employees, agents
and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that
such coverage shall also apply on a primary and noncontributory basis for the benefit of the City,
before the City’s own primary insurance or self-insurance shall be called upon to protect it as a
named insured. Any insurance or self-insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set
forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified
minimum limits of coverage shall be available to the parties required to be named as additional
insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in any
way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available
insurance proceeds in excess of the specified minimum limits of coverage shall be available to
the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written
notice by certified mail, return receipt requested, has been given to the City; and (B) any failure
to comply with reporting or other provisions of the policies, including breaches of warranties,
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 9 of [INSERT LAST PAGE OF AGREEMENT]
shall not affect coverage provided to the City, its directors, officials, officers, employees, agents
and volunteers. Any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to the City, its officials,
officers, employees, agents and volunteers, or any other additional insureds.
3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, 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, its officials, officers, employees, agents, and volunteers, or any other
additional insureds, and shall require similar written express waivers and insurance clauses from
each of its subconsultants.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.11.7 Subconsultant Insurance Requirements. Consultant shall
not allow any subconsultants to commence work on any subcontract relating to the work under
the Agreement until they have provided evidence satisfactory to the City that they have secured
all insurance required under this Section. If requested by Consultant, the City may approve
different scopes or minimum limits of insurance for particular subconsultants. The Consultant
and the City shall be named as additional insureds on all subconsultants’ policies of Commercial
General Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.11.9 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 10 of [INSERT LAST PAGE OF AGREEMENT]
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3.2.11.9 Reporting of Claims. Consultant shall report to the City, in
addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in
connection with the Services under this Agreement.
3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation
shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT])
without written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY COUNCIL’
FOR AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within 45 days of receiving such statement, review
the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 11 of [INSERT LAST PAGE OF AGREEMENT]
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3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, “Extra Work” means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of
prevailing wage rates and the performance of other requirements on “public works” and
“maintenance” projects. If the Services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Consultant shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant’s
principal place of business and at the project site. Consultant shall defend, indemnify and hold
the City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving
written notice to Consultant of such termination, and specifying the effective date thereof, at
least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole
or in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 12 of [INSERT LAST PAGE OF AGREEMENT]
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and
remain the property of City, and shall not be used in whole or in substantial part by Consultant
on other projects without the City's express written permission. Within thirty (30) days
following the completion, suspension, abandonment or termination of this Agreement,
Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction
and to establish where the reproduction will be accomplished. The reproduction expense shall be
borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of
compensation to which the Consultant is entitled under the termination provisions of this
Agreement, Consultant shall provide all Documents & Data to City upon payment of the
undisputed amount. Consultant shall have no right to retain or fail to provide to City any such
documents pending resolution of the dispute. In addition, Consultant shall retain copies of all
Documents & Data on file for a minimum of fifteen (15) years following completion of the
Project, and shall make copies available to City upon the payment of actual reasonable
duplication costs. Before destroying the Documents & Data following this retention period,
Consultant shall make a reasonable effort to notify City and provide City with the opportunity to
obtain the documents.
3.5.2 Subcontractors. Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subcontractors, or those provided to Consultant by the
City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another
project, provided that any such use not within the purposes intended by this Agreement or on a
project other than this Project without employing the services of Consultant shall be at City’s
sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it
shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless
Consultant and its officers, directors, agents and employees from claims arising out of the
negligent use or re-use of the Documents & Data on such other project. Consultant shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 13 of [INSERT LAST PAGE OF AGREEMENT]
party for whom the Consultant is legally responsible or liable, or anyone approved by the
Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its
directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, for any alleged infringement of any patent,
copyright, trade secret, trade name, trademark, or any other proprietary right of any person or
entity in consequence of the use on the Project by City of the Documents & Data, including any
method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential by
Consultant. All Documents & Data shall not, without the prior written consent of City, be used
or reproduced by Consultant for any purposes other than the performance of the Services.
Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any
person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: [***INSERT NAME & DEPARTMENT***]
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
3.6.2 Indemnification.
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 14 of [INSERT LAST PAGE OF AGREEMENT]
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages, expert witness fees and attorneys fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Consultant.
3.6.2.2 Additional Indemnity Obligations. Consultant shall defend, with
legal counsel chosen by City, at Consultant’s own cost, expense and risk, any and all claims,
actions or other proceedings of every kind covered by Section 3.6.2.1 that may be brought or
instituted against City or its directors, officials, officers, employees, volunteers and agents.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered against
City or its directors, officials, officers, employees, volunteers and agents as party of any such
claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any
settlement paid by City or its directors, officials, officers, employees, agents, or volunteers as
part of any such claim, suit, action or other proceeding. Such reimbursement shall include
payment for City’s attorneys’ fees and costs, including expert witness fees. Consultant shall
reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any
and all legal expenses and costs incurred by each of them in connection therewith or in enforcing
the indemnity herein provided. Consultant’s obligation to indemnify shall survive expiration or
termination of this Agreement and shall not be restricted to insurance proceeds, if any, received
by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
In addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Consultant must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims,
and/or changed conditions have been followed by Consultant. If no such Government Code
claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as
specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit
against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 15 of [INSERT LAST PAGE OF AGREEMENT]
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.7 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 16 of [INSERT LAST PAGE OF AGREEMENT]
contingent upon or resulting from the award or making of this Agreement. Consultant further
agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
Interest with the City’s Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.15 Attorney’s Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.6.19 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF
APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO
INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF
NECESSARY***] When funding for the Services is provided, in whole or in part, by an agency
of the federal government, Consultant shall also fully and adequately comply with the provisions
included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by
reference (“Federal Requirements”). With respect to any conflict between such Federal
Requirements and the terms of this Agreement and/or the provisions of state law, the more
stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]
8513273_1
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ATTACHMENT A
[INSERT NAME OF COMPANY]
Page 17 of [INSERT LAST PAGE OF AGREEMENT]
CITY OF AZUSA [INSERT NAME OF CONSULTANT]
By: By: City Manager [Up to $10,000]
OR Mayor [OVER $10,000]
Attest:
Name:
Title:
City Clerk
Approved as to Form:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL OF
CONTRACTOR REQUIRED]
Best Best & Krieger LLP By:
City Attorney
Name:
Title:
8513273_1
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ATTACHMENT A
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
A-1
ATTACHMENT A
B-1
8513273_1
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EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
ATTACHMENT A
C-1
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EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]
ATTACHMENT A
D-1
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EXHIBIT “D”
FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS
OF THE FEDERAL FUNDING SOURCE***]
[***INCLUDE THIS EXHIBIT (AND CORRESPONDING AGREEMENT PROVISION)
ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO
NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY
ATTORNEY IF NECESSARY***]