Loading...
18-0220_WHITE NELSON DIEHL EVANS LLP_E6_Agenda Report2t20t2018 E6 TO City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council .'A6 ,iØenjamin Siegel, City Manager Ken Al-lmam, Chief Financial Officer& ':4 FROM SUBMITTED BY: PREPARED BY: Michelle Short, Senior Accountant DATE:February 20,2018 SUBJECT:Consideration of a First Amendment to the Professional Services Agreement with White Nelson Diehl Evans, LLP to Provide lndependent Audit Services RECOMMENDATION: Approve and authorize the City Manager to execute a First Amendment to the Professional Services Agreement with White Nelson Diehl Evans, LLP to increase the total maximum amount paid underlhe agreement by $1,871. EXECUTIVE SUMMARY On May 17, 2016, the City Council selected White Nelson Diehl Evans, LLP as the City's independent audit firm. lncluded within the scope of services to be provided by White Nelson Diehl Evans, LLP was preparation of the Annual Report of Financial Transactions that the City is required to file with the State Controller's Office. Beginning with Fiscal Year 2016-17, the State Controller's Office expanded the amount of information that is required to be reported in the Annual Report of Financial Transactions. As a result, the cost to prepare this report has increased. DISCUSSION/A Government Code Section 53891 requires that every local government in California file with the State Controller's Office an Annual Report of Financial Transactions (State Controller's City Council Agenda Report February 20,2018 Page 2 of 2 Report) within seven months of the end of each fiscal year. The services included within the scope of the City's professional services agreement with its audit firm, White Nelson Diehl Evans, LLP, include preparation of this report, which is based upon the audited financial records of the City. At the time that White Nelson Diehl Evans, LLP proposed to provide independent auditing services to the City, it was not known that in the second year of the agreement's service period, the State Controller's Office would significantly expand the data that must be reported in the State Controller's Report. FISCAL I White Nelson Diehl Evans, LLP has agreed to provide the additional information required for the revised format of the State Controller's Report for approximately $470 per year, a total cost of $1,871 over the four years remaining on the term of the City's agreement with the audit firm. ENTAL IMPACT Not applicable RI CITY COU On May 17, 2016, the City Council approved a Professional Services Agreement with White Nelson Diehl Evans, LLP. COMMISSION/COMM ITTEE/BOARD REVIEW AND RE MMENDATIONS This item does not go through the Commission/Committee review process. NOTIFICATI White Nelson Diehl Evans, LLP ATTACHMENTS: Attachment 1 - Amendment No. 1 to the Professional Services Agreement with White Nelson Diehl Evans, LLP Attachment2 - Professional Services Agreement dated May 17,2016 AMENDMENT NO. I TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WHITE NELSON DIEHL EVANS Parties and Date. This Amendment No. 1 to the Professional Services Agreement is rnade and entered into as of this day of February, 2018, by and between the CiÇ 1 of San Juan Capistrano, a municipal corporation organized and operating laws of the state of california with its principal place of business under the at 324OO paseo Adelanto, San Juan Capistrano, CA 92675 ("c¡ty"), and White Nelson Diehl Evans, a Limited Liability partnership with its principal place of business at2875 Michelle Drive, Suite 300, lrvine, ôA SZOOO (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entifled "professional Services Agreement" dated May 17, 2016, ("Agreement") for the purpose of retaining the services of Consultant to provide independent audit services. 2.2 Amendment Purpose. The City and Consuttant desire to amend the Agreement to ¡ncrease the not to exceed compensation amount for additional costsãssociated with the preparation of the City's State Controller's Report. 2.3 Amendme nt Authoritv. This Amendment No. 1 is authorized pursuant to Section 3 of the Agreement' 3. Terms. 3.1 Am endm Section 2 of the Agreement is hereby amended in its entirety to read as follows nt Page 2 of 3 Attachment 1 - Page 1 of 4 2. Compensation. a. subject to paragraph 2(b) below, the city shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. ln no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $236,596. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3.2 Continuino Effect of Aqreement. Except as amended by this Amendment No. 1, allotherpro@remaininfullforceandeffectandshallgovernthe actions oi tn" parties under tñis Amendment No. 1. From and after the date of this Amendment Ño. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No' 1' 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree thattheytravffiateandindependentconsiderationfortheperformance of the oóligations they have undertaken pursuant to this Amendment No.1. 3.b Severabilitv. lf any portion of this Amendment No. 1 is declared invalid, illegal, or otherw¡se unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in fullforce and effect. [Signatures on Next Page] Page 2 of 3 Attachmentl -Page2of 4 SIGNATURE PAGE FOR AMENDMENT NO- 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WHITE NELSON DIEHL EVANS WHITE NELSON DIEHL EVANSCITY OF SAN JUAN CAPISTRANO Approved By: Benjamin Siegel, City Manager Date Attest By: Maria Morris, City Clerk Approved As To Form ürø ß*- J #' B-a dñ tt, c I tñtto rn ey Signature Name Title Date \ Page 3 of 3 Attachmentl-Page3of4 CITY OF SAN JUAN CAPISTRANO TOTAL ALI-INCLUSIVE MAXIMUM PRICE Our maximum fees for the five years ending June 30, 2020 will be as follows Fiscal Year Description of Services 2015-16 20].6-77 2077-L8 2018-19 20t9-20 Option Years Aud¡t of City of San Juan Capistrano Audit of San Juan Cap¡strano Housing Authority Single Audit, when applicable (1) Preparation of Annual Street Report Preparation of City State Controller's Report Preparation of San Juan Capistrano Public Financing Authority State Controller's Report 5 2s,26O S 29,260 S 2s,ess S 30,74s $ 31,s1s 3,625 3,625 3,7t5 3,805 3,900 3,745 3,745 3,840 3,935 4,035 L,250 L,2SO 1,280 1,310 1,345 3,050 3,500 3,588 3,678 3,770 985 985 1,010 1,035 1,060 Preparation of CAFR 3,640 3,640 3,730 3,825 3,920 Out of pocket expenses (2) Total Not to Exceed Fees 5 45,555 s 46,005 s 47,158 s 48,333 s 49,545 -- (1) This fee contemplates auditing two major programs. Additional major programs will be audited for an additional cost of 52,000 each (2) Out of pocket expenses are included in the fees above. 2 ExhibitB-Pagelofl Attachmentl-Page4of4 CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of May 17, 2016 by and between the City of San Juan Capistrano, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and White Nelson Diehl Evans, a Limited Liability Partnership with its principal place of business al,2875 Michelle Drive, Suite 300, lrvine, CA 92606 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Par1y" and collectively as "Parties" in this Agreement. REC¡TALS A. City is a public agency of the State of California and is in need of professional services for the following project: lndependent Audit Services (hereinafter referred to as "the Project"). B services. Consultant is duly licensed and has the necessary qualifications to provide such C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS 1. Serviçqg Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "4." ln the Scope of Services, "Entities to be lncluded in Audit," page B of Exhibit A, the City of San Juan Capistrano shall include the Successor Agency to the San Juan Capistrano Com m unity Redevelopment Agency. 2. Ðornpensatien. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "8." b. ln no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $234,725. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. AdditionalWork. lf changes in the work seem rnerited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be fonruarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for 1 Attachment 2 - Page 1 of 23 the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within the activity schedule in Exhibit "A." The Notice to Proceed shall set forth the date of commencement of work. 6. Delavs in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-pedorming pafty. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Ca|/OSHA requirements. b. lf required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. lf applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. B. 9tpndefd of Ç-A,t"e Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 Attachment 2 - Page 2 of 23 9. *qsignmentü.fd,S"pþconstrltqnt Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. lndependentÇonsultant Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. ,lng.qfpnçç. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. ln addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. CommercialGeneralUabilitv O tr" ""*-"^, .* take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability lnsurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) lnsurance Servíces Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (¡ii) Commercial General Liability lnsurance must include coverage for the following: (1 (2 Bodily lnjury and Property Damage Personal lnjury/Advertising lnjury Premises/Operations Liability Products/Completed Operations Liability Aggregate Limits that Apply per Project .f 4 56) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (B) Broad Form Property Damage (9) lndependentConsultantsCoverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. 3 Attachment 2 - Page 3 of 23 (v) The policy shall give City, its officials, officers, employees, agents and Citydesignated volunteers additionalinsured status using ISO endorsementforms CG 20 1010 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liabilitv (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability lnsurance for bodily injury and property damage including coverage for owned, non-owned and hircd vchiclcs, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as lnsurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its offícials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers'CompensationlEmnlaver's Liabilitv. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (¡i) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and lnsurance Act," Division lV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. 4 Attachment 2 - Page 4 of 23 e.Minimum Policv I imits Rp.¡uired (i) The following insurance limits are required for the Agreement: Cç$bined .$inqlp. timit Commercial General Liability $ 1, 000, 000 per occurrence/ $2, 000,000 ag gregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage $1,000,000 per occurrenceEmployer's Liability Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (¡i) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional lnsured pursuant to this Agreement. f. Evidênce Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of lnsurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of premium. lf any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the Generat Liability Additional lnsured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self- insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. 5 Attachment 2 - Page 5 of 23 (ii¡) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced pastthe effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifvinq lnsurers (¡) Atl policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:Vll and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California lnsurance Code or any federal law. i. Additional lnsurance Provisions ents as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations othen¡vise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (¡i) lf at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. ln the alternative, City may cancel this Agreement. (ii¡) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (¡v) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 6 Attachment 2 - Page 6 of 23 j. Suhconçultant lnsuranee Rqq.uir"en¡e,nts. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 3B 04 13 or an endorsement providing the exact same coverage. lf requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. lndemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causcs of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct 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 Civif 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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers . b. Additionel lndemnitv Gblisations. Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and 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 not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents and volunteers. 13. CFtifQmiA...h.åor Code Requirenlents, a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. lf 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, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. lt shall be mandatory upon the Consultant and all subconsultants to comply with all California 7 Attachment 2 - PageT of 23 Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. b. lf the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of lndustrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of lndustrial Relations. lt shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 14. Verjficalicn.,çf Hrnpj*yqrenl ËlìSiÞiljtv. 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 lmmigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Lawb and Venue, This Agreement shall be interpreted in accordance with the laws of the State of California. lf any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 16. Tefm.inatiqnorAþ",Ando-nment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. ln such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. lf said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services undei th¡s Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 17. ?"oeumçnts. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in thís Agreement, be furnished to and become the property of the City. 18. Orqanization Consultant shall assign Nitin Patel as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. B Attachment 2 - Page B of 23 20. Limitation of Aqreement. This Agreement is limited to and includes only the work included in the Project described above. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michelle Bannigan CONSULTANT: White Nelson Diehl Evans LLP 2875 Michelle Drive, Suite 300 lrvine, CA 92606 Attn: Nitin Patel and shall be effective upon receipt thereof 22. Third Partv Richls Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. ËauslCIonortunityËrnÞlovmerlf, Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. 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. 24. Entire Aqr?ement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severabflitv The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assiqns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant I Attachment 2 - Page I of 23 shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writíng. 28. Iirqe çJ,Fssenç"ç Time is of the essence for each and every provision of this Agreement. 29. Çitv'ç Rishtfp Çmplpv 0Thç( C"q"Ìjp$ltant* City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited lnterests 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 contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without Iiability. For the term of this Agreement, no director, official, 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. ISTGNATURES ON FOLLOWING PAGEI 10 Attachment 2 - Page 10 of 23 By: above. CITY OF A SIGNATURE P,A.GE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN TTIE CITY OF SAN JUAN CAPISTRANO AND \ilHITE NELSON DIEIIL EVENS LLP lN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written JUAN CAPISTRANO WHITE NELSON DIEHL EVËNS LLP By: Patterson, Esq., Mayor Its: Printed Name:_ ¡ APPROVED AS TO FORM: By: By:Qø 13 ç-¿4 leff Éatiinger, Ci@ttorney 't1 Attachment 2 - Page 11 of 23 SIGNATURE PAGE FOR PROFESSIONAL SERVICES Á.GREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WIIITE NELSON DIEIIL EVENS LLP lN WITNESS WHEREOF, the Parties have executed this Agreement as of the date fírst written above. CITY OF SAN JUAN CAPISTRANO By: Pam Pafterson, Esq., Mayor ATTEST: By: Maria Morris, City Clerk APPROVED AS TO FORM: By: Jeff Ballinger, City Attorney WHITE NELSON DIEHL EVENS LLP By: Its; Printed <T TYE Nltrt{ €fÉL 11 Attachment 2 - Page 12 of 23 EXH¡BIT A Scope of Services SFECIFIC AUT}TT APTROACH Supervisory StaffDescr¡pt¡on ofServices Partners@----:: Aud¡t of san Juan Capistrano Housing Authority 10424 4 4 2 1 1 Managers 4 Staff Clerical Total_*_*_ffi 38 408 104 30 30 10 30 35 37 L2 32 Single Audit, when applicable Preparation of Annual Street Report PreparatÌon of City State Controller's Report Preparation of San Juan Capistrano Public Financing Authority State Control I er's Report Preparation of CAFR Total Hours Planning lnterim Fieldwork Final Fieldwork and Review 2 30 2 4 6 9 101 L4 4!104 243 SFGMFNTITTT{IN OF THF 4T IN TT ¡{OIIRS. EY FH ÂS!ìS {¡F T}I F AT I NTT Supervisory Staff Staff Clerical Total 80 Pãrtners Managers. 24 48 829 8 24 72 163 6 T4 116 278 Total Hours L4 4t 1:04 243 6 408 !ææææ:æ MSTHOÐ OF SA¡{pr.tNC Our approach is to utilize random sampling based in our test¡ng of the ¡nternal control systems related to cash receipts, cash disbursements, payroll and util¡ty billings. Based on a stat¡st¡cal conclus¡on used by the firm our sampte sizes can range from 25 to 60 transactions for each system. A random sample selection allows each item in the population of an equal chance of being selected. ln addition, for disbursements, we may select a stratified sample of all transactions over a specif¡ed dollar amount for review. EXHIBITA- Page 1 of I Attachment 2 - Page 13 of 23 EXHIBIT A Scope of Services Wh¡te Nelson Diehl Evans LLP uses technology to make the audit process more effective. We utilize a paperless audit software, ProSystem fx Engagement, which allows us to manage our audit documentation electronically. Some of the benefits of paperless audit are: o Receive the City's schedules in either hard copy or electronic format. o lmport and integrate trial balance data from virtually any accounting system. We avoid the t¡me and expense of keying in account numbers, descriptions and account balances. We simply take your electronic trial balance and import it directly into our audit software. r Create our own lead sheets, which can include prior year balances. This helps us to easily identify significant fluctuations between fiscal years. r CAFR schedules are linked to tr¡al balances. CAFR is updated automat¡cally for any last minute journal entries, if any. Our approach includes using IDEA (lnteractive Data Extraction and Analysis) which is a data analysis software that can be used to analyze large amounts of information. lt allows the firm to extract data from the City's accounting records to tailor specific audit tests based on risk assessments. Some audit procedures that IDEA can be utilized for are: o Mechanical accuracy of worksheets or general ledgers. r Exception and gap/completeness testing for missing check numbers. o Cross checking different data bases for common information such as employee names. r Duplicate testing of invoice numbers. r Completeness of general ledger balances. The firm also has document management software which allows our clients to access our web portal. We utilize the web portal to transfer data files that are confidential or too large to be sent by e-mail. ANA ¡ VTTCAI. PROCNIìTIRES Analytical procedures are used in the planning and final stages of the audit. ln the planning phase, we use analytical procedures to identify unusual financial transactions and comparing relationships to expected results. We compare current year information to the prior years for balance sheet items, revenues and expenditures. ln addition, revenues and expenditures are compared to budgets to identify unexpected results. ln the final stages of the audit, the financial statements are reviewed to identify expected relationships such as comparing debt paid to expenditures recorded on governmental funds, transfers between funds, depreciation expense, etc. For all significant relationships identified, explanations are obtained as to why the situation occurred and additional audit procedures are applied to resolve any concerns. Our audit will include obtaining an understanding of the ent¡ty and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Our understanding of the internal EXHIBITA-Page2of9 Attachment 2 - Page 14 o123 EXHIBIT A Scope of Services controls will be completed by completing narratives and checklists for various processes related to internal control. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Gove rn ment Auditi ng Stq ndo rd s. As required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cosf Principles, and Audit Requirementfor Federol Awards (Uniform Guidance), we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will comrnunicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professionalstandards, GovernmentAuditing Stondards, and the Uniform Guidance. SINGLE AUD¡T]IPPROACH The single audit will be performed in accordance with allthe requirements of the Single Audit Act, the Uniform Guidance and Government Auditing Standords issued by the GAO (the "Yellow Book") for cities that expend greater than 5750,000 in federal awards in fiscal year 2015-2016 and subsequent years. r We will identify the Major and Nonmajor Federal Programs of the City through the risk-based approach required by the Uniform Guidance. This approach includes consideration of current and prior audit experience, oversight by Federal agencies and pass-through entities, and the inherent risk of the federal program. ¡ We will review all federal and industry-specific publícations and guídance and inform the City of any recent changes. ¡ We will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with applicable compliance requirements. lf weaknesses in the internal controls are noted, we will modify our audit program as needed. r Our audit will include tests of transactions related to major federal award programs for compliance with applicable compliance requirements and certain provisions of laws, regulations, contracts and grant agreements. r Our procedures will consist of the applicable procedures described in the Uniform Guidance for the types of compliance requirements that could have a direct and material effect on each EXHIB¡TA-Page3of9 Attachment 2 - Page 15 of 23 a EXHIBIT A Scope of Seruices of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applìcable to major programs in our report on compliance issued pursuant to the Uniform Guidance. We will assist the City in completing and filing the Qata Collectiqn For,ry]. FFTERM IÂl I Nfi ,[¡FWs {,Nn q fi ,ct IIJ¡Tt,ff NS SI rRJ FÇT'rfi {I I n tr Under provisions of AICPA Audit¡ng Standards, management of the City is responsible for identifying to its outside auditors any laws and regulations which would have a significant effect on the audit. This would include federal laws (such as federal grant regulat¡ons), State laws (such as permitted investments under the California Government Code) and local laws (such as restrictions on special revenues levied by the City). After our selection as auditors, we will consult with City officials regarding these matters, to determine what laws and regulations need to be evaluated in connection with our audit. lf a City is not able to identify specific laws and regulations that effect it, we have references (California Government Code and Health and Safety Code) to the more common laws, rules and regulations in our standard audit programs for the usual activities of a California City or Successor Agency to the Redevelopment Agency which will assist us in identifying laws and regulations to review in the audit. CONSIDERATION OF FR,AUD IN A FINANCIAL STATEMENTAUDIT Under the provisions of AU Section 316, Consideration of Fraud in a Financial Statement Audit, we will gather information necessary to identify risks of material misstatement due to fraud by (a) inquiring of management and others within the City about the risks of fraud, (b) considering the results of the analytical procedures performed in planning the audit, (c) considering fraud risk factors, and (d) consideríng any other informat¡on that comes to our attention during the audit. Prior to the commencement of final fieldwork, we will conduct a brainstorming session among the audit team members to identify any specific risk factors based on our understanding the City. Also, prior to f¡nal fieldwork, we will send a planning letter to all City Council members inquiring as to their knowledge of any fraud. Should any fraud risk factors be identified, our audit plan will incorporate spec¡fic procedures to address such risks. rRRËr;tI t.ARITl,S,f Ál!¡ln,i,rÅEÊåi åCTS We will make an immediate, written report of all irregularities, illegal acts or indications of illegal acts of which we become aware, to the following part¡es: Mayot City Manager, Assistant City Manager, and CFO/City Treasurer. POTFNTIAI ATINTT PRORI.FMS We do not ant¡cipate any significant potential audit problems. lf any potential audit problems are identified, we will immediately discuss them with the City's management. Our approach is to coordinate the resolution of any problems with the City's management. Considering our experíence with auditing governmental entities and resources, we expect minimal disruption to the City's management in resolving any identified audit problems' EXHIBITA- Page 4of 9 Attachment 2 - Page 16 oî 23 \1'¡ i1 Ì t a'..-4.:-):: I r.¡.) tl Ì!'.¡.\r\ ì.i.Ì' EXHIBIT A Scope of Services 4r¡ Frr$ T0 Êtî il AqçQRnA NCn wIîH {:Å.qfi û,rdF f}IH FR.RS.Q[ Jr (nM fi ÀÍlS We will audit the financial statements of the City and the component units noted on the preceding page. The financial statements of all entities where the City exercises oversight will be combined with the City's financial stãtements, in accordance with GASB requirernents. Our audit will be in accordance with auditing standards generally accepted in the United States of America as set forth by the AICPA, and will include such auditing procedures as we consider necessary under the circumstances. We will apply certain limited procedures, which consist principally of inquiries of management regarding methods of . measurement and presentation of required supplementary information. However, we do not audit such informat¡on and do not express an opinion on it. Any supplemental financial statements wíll be subjected to auditing procedures as we consider necessary in relation to the financial statements taken as a whole. The scope of our audit will not include any statistical information, and we will not express an opinion concerníng it. Our audits will conform with the guidelines set forth in the AICPA's lndustry Audit Guide, Audits of State and Local Governmental Units. Also, each examination will comply with the standards for financial and compliance audits contained in the Government Auditing Standords, issued by the U.S. General Accounting Office, the provisions of the Single Audit Act and the provisions of Title 2 U.S. Code of Federal Regulations Part 200, lJniform Administrative Requirements, Cost Principles, ond Audit Re qu i re m e nt fo r Fe d e ra I Awo rd s ( Unifo rm G u i d a nce). Also, we will perform an agreed-upon procedures review of the City's Gann Spending Limitation Computation as required by Section 1.5 of Article XlllB of the California Constitution. Our review will be performed in conformance with the provision of the "League of California Cities Uniform Guidelines". ArrnIT åI¡PFfiACr, Our audit approach is tailored to meet the technical requirements while maintaining professional skepticism without forgetting that we provide a service. The following aspects of our audit approach will add additional value to the audit services and minirnize the amount of time spent by the City's staff in dealing with the audit. We will assign experienced staff auditors including the in-charge field auditor having at least 3 years of experience. For first year engagements, all other staff will have at least 1 year of experience. You will not spend time training our auditors. Whenever possible, we will use same format for audit supporting schedules used in prior years for the current year audit. This will reduce t¡me spent by the City staff in dealing with the audit when a different audit firm is chosen. Throughout the year we are available as a resource to our clients in researching technical questions, dealing w¡th new pronouncements, reviewing complex financial entríes and helping with any other issues as they arise. The work papers will be reviewed by the manager or partner as field work is being completed to minimize additional questions after the fieldwork is completed. EXHIBITA-Page5of9 Attachment 2 - Page 17 of 23 a a ô , t 'ù'l"llI i þil"!.r.r'rr jïr-l11. f EXHIBIT A Scope of Services Our firm uses a governmental audit program which will be modified to the City of San Juan Capistrano's operations to accommodate specific client circumstances. Our audit programs are organized by the fínancial statement approach and general procedures. The requirements by the Standards for assessing risk are utilized to modify the audit programs to focus on the higher risk areas of the financial statements. 1. Audít Planning Procedures: r Pre-audit conference with .the City to establish process of communication between the audit team and City staff. ¡ Discuss any new accounting pronouncements to be implemented in the current year. * Establish scope of work and timing of fieldwork. 2. lnterim Fieldwork: Gather information about the City and its environment, including internal control: o Evaluate the design of internal controls that are relevant to the audit and determine whether the control, either individually or in combination is capable of effectíng, preventing or detecting and correcting material misstatements. o Determine that the controls have been implemented, that is, that the controls exist and that the C¡ty is using it. r Specific areas to review include: - Accountspayable/cashdisbursements - Accountsreceivable/cashreceipts - Payrolldisbursements - Utility billine process - lnvestmentcompliance - Property and equiPment r Review of minutes of the City of San Juan Capistrano. r Review of important contracts and debt agreements. r lnterim exit conference with the City to review results of interim fieldwork, including any findings. 3. Final Audit Work: During the final audit work, we will assess "risk" of material misstatement based on understanding of the City's audit environment, including its internal control, to identify account balances to audit that appear in the City's financial statements. Our audit programs will be specifically tailored to address any significant risks identified. The Prepared by Client (PBC) list will be provided at least one month in advance of fieldwork. Our work may include: r Confirmation of cash and investments balances and testing of bank reconciliations. r Confirm significant receivable balances or review subsequent cash receipts to verify receivable balance. r Search for unrecorded liabilities. r Testing of interfund balances and transfers. EXHIBITA-Page6of9 Attachment 2 - Page 18 of 23 EXHIBIT A Scope of Services * Test capital asset add¡t¡ons and depreciation expense. o Confirm long-term debt balances and review the accounting treatment of debt issued or refunded. r Test support for other significant assets or liabilities. r Analytical procedures on balance sheet and revenue and expenditure accounts, to evaluate and explain unusual fluctuations from prior year balances or current year budgeted amounts. r Review of attorney letters for significant legal matters affecting the City's financial position. r An exit conference will be held to review any significant adjustmênts or findings. The audit workpapers will be reviewed by our managementteam as the work is being performed in the fietd so that at the conclusion of the fieldwork we are able to report any adjustments or findings. AUpIT APPROACH REpEVETOPMENT AGENCY/S{JCCESSOR AGENCY Recent legislation related to the dissolution of Redevelopment Agencies will impact our audit approach as detailed below. Our procedures will include: ¡ Audit the balances reported for cash, investments, receivables, payables, capital assets and long term liabilities as of end of the year. o Review the activity reported on ROPS. ¡ Review the activities of the Successor Agency to ensure compliance with AB 26, AB 1484 and other relevant legislation enacted. MANACEMIIUT I.ETTF'Rs ln connection with each audit, a complete ieview of internal controls will be made of all significant account¡ng procedures. Our firm uses an internal control questionnaire, computer systems questionnaire and narration to gain an understanding of the internal control process as part of our audit. We will identify weaknesses and after discussion with the appropriate City staff, we will submit a management letter which will identify weaknesses observed during these reviews and throughout the audit. The management letter will also assess the effect of the management letter comments on the financial reporting process and recommend steps towards eliminating the weaknesses. EXHIBITA-PageTofQ Attachment 2 - Page 19 of 23 ì,-¡ it'l i. í!f r.. '': : r¡ç-l {l I \',r,":' i.l I EXHIBIT A Scope of Services SCOPE OF TVORI( AND TIMING ENT[TIH.$..TO BE INCLUDED IN AUDIT City of San Juan Capistrano San Juan Capistrano Housing Authority San Juan Capistrano Public Financing Authority Draft City of San Juan Capistrano: Comprehensive Annual Financial Report Report on Compliance with Article XlllB Appropriations Limit (GANN) Management Letter Audit Committee Letter Single Audit Reports: o lndependent Auditors' Report on lnternal Control Over Financial Reporting and on Compliance and Other Matters Based on Audit of Financial Statements Performed in Accordance W¡th G ove rn me nt Auditing Sto n da rds c lndependent Auditors' Report on Compliance for Each Major Program and on lnternal Control Over Compliance Required by the Uniform Guidance and on the Schedule of Expenditures of Federal Awards. Data Collection Form Filing San Juan Capistrano Housing Authority FinancialAudit State Controllers' Office Reports: Annual Financial Report - City Annual Street Report - City Annual Financial Report - Public Financing Authority Final* November 30 December 20 November 30 December 20 January 4 January 20 November 11 December 1 November 30 November 30 November 30 December 20 December 20 December 20 January 31 As required by SCO January 33- N/A N/A N/A *Final datesincludedabovereflectthedateoftheelectron¡ccopy. Hardcopieswill beprovidedbythedatesincludedin the RFP of January 5 (CAFR and single audit) and December 20 (GANN report, management letter, audit committee letter). COM II¡f ITM T I'JI$Ç T}H I VF.R Bf PNFTS NN &ff I M FlY EÅS I S lf all books and records, schedules and documents are made avaílable to us by October 17,we make a commitment to have audit team members available and to provide all reports by the due dates EXHIBITA-Page8of9 Attachment 2 - Page 20 of 23 specified above EXHIBIT A Scope of Services AUDITTIMING Assuming that the City's books are closed and ready for examination and that all necessary schedules and documents are available for our use by October LTth each year, the suggested time schedule for the various phases of the audit would be approximately as follows: Comoleted Bv .Entrance conference and audit planníng meeting w¡th key City staff. Discussion of any prior audit concern.s and the performance of interim work. lnterim audit fieldwork and conference with City staff to discuss results of interim fieldwork. Final audit fieldwork and management review Exit conference to summarize the results of the fieldwork and to review significant findings Deliver draft copies of reports Deliver final reports EU.ANT NETER.ßNCES For a list of client references, see page 8. June 30 July 31 October 28 November 4 November 30 See page I RETENT¡ oN oF AFID,åçcEss To AUDIT wo RKPdtllER$ ln accordance with provisions of the Uniform Guidance, GAO requirements, and the California Board of Accountancy, our audit workpapers will be maintained for at least seven years after the date of the report. These workpapers will be made available as necessary to your cognizant audit agency (or its designee), to GAO representat¡ves, or to any other federal or state agency needing access to the workpapers. Also, our firm will respond to any reasonable inquiries of successor auditors and we will allow any successor auditors to review our workpaper. EXHIBITA-Page9of9 Attachment 2 - Page 21 of 23 EXHIBIT B Schedule of Charges/Payments TOTAL ALL-INCLUSIVE MAXIMUM PRICE Our maximum fees for the five years ending June 30, 2020 will be as foflows; Fiscal Year Description of Services 2015-16 ZO76-t7 2017-L8 2018-19 20Lg-20 Option Years Audit of City of San Juan Capistrano Audit of San Juan Capistrano Housing Authority Single Audit, when applicable (1) Preparation of Annual Street Report Preparation of City State Controller's Report Preparation of San luan Capistrano Public Financing Authority State Controller's Report s 29,260 s Zg,ZeO s 29,995 s 30,745 s 31,515 3,625 3,625 3,775 3,80s 3,900 3,745 3,745 3,840 3,935 4,035 1",250 1,250 1,280 1,310 1,345 3,050 985 3,050 3,t25 3,205 3,285 985 1,010 1,035 1,060 Preparation of CAFR 3,640 3,640 3,730 3,825 3,920 Out of pocket expenses (2) Total Not to Exceed Fees $ +s,sss S 4s,sss $ ¿e,6ss S 47,860 S 49,060 {1) This fee contemplates auditing two major programs. Additional major programs will be audited for an additional cost of 52,000 each. (Z) Out of pocket expenses are included in the fees above. EXHIBIT B - Page 1ot2 Attachment 2 - Page 22 of 23 EXHIBIT B Schedule of Charges/Payments HOURLY RATES FqR ADplr¡ONAL PROFESSIqNAL SERUCEq lf the City wishes us to perform consulting or other services outside the scope of the services described herein, a separate written request from the City will be required. Our hourly rates for these services during each year under the basic contract will be as follows: Fiscal Year Option Years Position 2015 16 2At6 t7 20t7 79 2018 19 ZOLg 20 Partners Managers Supervisory Staff Staff Clerical 236 1,84 131 95 63 ssss22s 175 725 90 60 22s 175 725 90 60 231. t79 728 92 62 s 242 188 135 97 65 EXHIBITB-Page2of2 Attachment 2 - Page 23 of 23