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21-0615_LANCE, SOLL & LUNGHARD_Professional Services AgreementCITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of June 15,_2021 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 Lance, Sol[ & Lunghard, a Limited Liability Partnership with its principal place of business at 203 N Brea Blvd., Suite 203, Brea, CA 92821 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Independent Audit Services (hereinafter referred. to as "the Project'). B. Consultant is duly licensed'and has the necessary qualifications to provide such services. 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: Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." In the Scope of Services to be performed, Consultant shall include the Successor Agency to the San Juan Capistrano Community Redevelopment Agency and the Housing Authority within their planned scope of audit procedures. Consultant will draft and prepare the Housing Authority financial statements and the City's Comprehensive Annual Financial Report in its entirety, except for the introductory section, the statistical section and Management's Discussion and Analysis. 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. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $239,440. 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. Additional Work. If changes in the work seem merited 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 forwarded 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 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 the services set forth in Exhibit A and for the fiscal years indicated in Exhibit A in a prompt and timely manner. Consultant shall complete the services required hereunder in accordance with the activity schedule provided in Exhibit A. 6. Delays 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-performing party. 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 Cal/OSHA requirements. b. If 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. If 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. 8. Standard of Care 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. 9. Assignment and Subconsultant 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 2 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. Independent Contractor 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. Insurance. 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. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, 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) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (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. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 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 Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for. owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile• liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, 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' Compensation/Employer's Liability (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. (ii) 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 Insurance Act," Division IV 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. Professional Liability (Errors and Omissions) 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. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: 4 Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 combined single limit Employers Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) 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 Insured pursuant to this Agreement. Evidence 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 Insurance (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. Policy Provisions Required (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.. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional' Insured 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. (iii) 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 past the 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 provide a 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. Qualifying Insurers (i) All 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:VII 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 Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements 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 otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If 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. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) 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. j. Subconsultant Insurance Requirements. 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 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 2 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its 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 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 damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a. court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 13. California Labor Code Requirements. 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 ("Prevailing Wage Laws"). 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. Consultant shall defend, indemnify and hold the City, its 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. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If 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 Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. 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, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If 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 Termination or Abandonment 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. In 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. If 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 under this 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 Documents. 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 this Agreement, be furnished to and become the property of the City. 18. Organization Consultant shall assign Bryan Gruber as Project Manager, The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 19. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 20. 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: Ken AI -Imam and shall be effective upon receipt thereof. 21. Third Party Rights CONSULTANT: Lance, Soll & Lunghard, LLP 203 N Brea Blvd., Suite 203 Brea, CA 92821 Attn: Bryan Gruber Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. 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. 23. Entire Agreement 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. 24. SeverabilitV The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 25. Successors and Assigns 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 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. 26. Non -Waiver None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 29. 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 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 liability. 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. [SIGNATURES ON FOLLOWING PAGE] SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN TAE CITY OF SAN JUAN CAPISTRANO AND LANCE, SOLL & LUNGHARD, LLP IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO LANCE, SOLL & LUNGHARD, LLP M Benjamin Siegel, City Manager ATTEST: M Maria Morris, City Clerk APPROVED AS TO FORM: M Jeff Ballinger, City Attorney By. Its: Partner Printed Name: Bryan Gruber 11 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND LANCE, SOLL & LUNGHARD, LLP IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO LANCE, SOLL & LUNGHARD, LLP By: I/ J e�e' By: Benjamin Siegel, City Manager Its: ATTE: APPROVED AS TO FORM: By: i�3 Jeff Ballinger, City Attorney ed Name: 11 REQUEST FOR PROPOSAL INDEPENDENT AUDIT SERVICES CITY OF SAN JUAN CAPISTRANO FINANCE DEPARTMENT Intent to Propose Due on April 16, 2021 Proposal Due May 13, 2021 EXHIBIT A - Page 1 of 21 Table of Contents Pape No. 1. Introduction........................................................................................ 1 2. ' Description of the City Government ..................... :........................ .... 2 3. Nature of Services Required............................................................. 6 4. Proposal Format and Content........................................:.................10 5 Evaluation Criteria........................................................................14 6 Selection Process........................................................................16 Attachment A —Cost Proposal Template Attachment B —City's Standard Professional services agreement EXHIBIT A - Page 2 of 21 INTRODUCTION 1.1 Purpose The City of San Juan Capistrano (City) is requesting proposals from qualified independent certified public accounting firms to audit its financial statements for the three fiscal years beginning with the fiscal year ending June 30, 2021, plus two one-year option periods. This Request for Proposal (RFP) describes the required Scope of Services, the minimum information that must be included in the proposal, and the evaluation and selection process. Failure to submit information in accordance with this RFP's requirements and procedures may cause for disqualification. For purposes of the RFP, the terms "Proposer', "Auditors", and "Firm" are interchangeable. The performance of the current auditors, Clifton LarsonAllen, LLP, has been satisfactory and that firm may participate in the 'bid process. The City is seeking bids because the current audit contract has expired. 1.2 Intent to Propose, Due Date and Delivery Proposers should email their intent to propose via email to mdaggettshort(a�sanjuancapistrano.oro with a subject line that reads "Request for Proposal for Independent Audit Services" by the close of business on April 16, 2021. Proposals must be submitted via email to mdaggettshortla sanluancapistrano.org with a subject line that reads "Request for Proposal for Independent Audit Services". The submitted proposals must be submitted on or before: Time: 4 p.m. Date: Thursday, May 13, 2021 Email: mdaggettshortasanivancapistrano.om Proposals received after this time or submitted in any other manner will not be accepted. 1.3 Questions Concerning the RFP Questions and requests for clarification and/or explanation regarding any aspect of this RFP, should be addressed to Michelle Short, Finance Manager, at mdaogettshort(cDsanivancapistrano.oro no later than 4:00 on Thursday, April 22, 2021. Questions submitted after this time will not receive a response. Submitted questions must list the following title in the subject line "RFP for Audit Services". EXHIBIT A - Page 3 of 21 Respondents shall email Michelle Short at the email indicated above to indicate their interest in receiving any City issued responses. The questions submitted and the written responses will be sent via email response to all respondents who have indicated via email their interest in receiving City responses. Questions will not be taken by phone or fax. The City is subject to the California Public Records Act and, therefore, the Respondent's submissions, including questions and responses, may be made available to requesting parties if such information is requested from the City in accordance with the California Public Records Act. Respondents should exclude from submittal any information considered confidential. 1.4. Project Schedule The solicitation, receipt and evaluation of Firms and the selection of the provider of independent audit services will correspond to the .following schedule: Release of RFP April 7, 2021 Intent to Propose April 16, 2021 Deadline for Written Questions April 22, 2021 Responses to Questions Posted on Web May 3, 2021 Proposals are Due May 13, 2021 Firm Interviews (if held) TBD City Council Approval of Contract June 1, 2021 All dates are subject to change at the discretion of the City. 1.5 Conditions for Proposal Acceptance This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in- its entirety. The City may waive any irregularity in any proposal. All proposals will become the property of the City. If any proprietary information is contained in the proposal, it should be clearly identified. 2. DESCRIPTION OF THE CITY GOVERNMENT 2.1 Contact Person The audit firm's principal contact with the City, and contract administrator, will be Michelle Short, Finance Manager. Ms. Short will coordinate the audit process each year, as well as the bid process for professional independent auditing services. EXHIBIT A - Page 4 of 21 2.2 Background Information San Juan Capistrano is a general law City incorporated in 1961. The City is located in the southeastern portion of Orange County, approximately 62 miles south of the City of Los Angeles and 65 miles north of the City of San Diego. The City occupies a land area of 14.4 square miles and serves a population of approximately 35,900. The City is empowered to levy a property tax on both real and personal property located within its boundaries. Increases in property tax rates are subject to voter approval. It is also empowered by state statute to extend its corporate limits by annexation, which has occurred periodically in the past when deemed appropriate by the governing council. The City is governed by a five -member City Council under the council- manager form of government. The City Council is elected at large with staggered four-year terms and the positions of Mayor and Mayor Pro -Tem are selected amongst Council members annually. The Council appoints the City Manager, who in turn appoints the heads of the various departments. The City provides a range of municipal services that include: public works, planning and zoning, water and sewer services, parks and recreation, finance, City Clerk, and City Manager's office. (Note: The City is currently in the final stages of transferring the Utilities Operations to another public utility. It is anticipated that this will be completed within the first year of this audit contract and will significantly change the City's organization. Police services are provided by contract with the Orange County Sheriffs Department. Fire services are provided through the taxing authority of the County Structural Fire Fund and the Orange County Fire Authority. The City provides the collection of wastewater, whereas South Orange County Wastewater Authority, of which the City is a contributing member, provides the treatment and disposal. The City is financially accountable for two other legally separate entities: the San Juan Capistrano Housing Authority and the San Juan Capistrano Public Financing Authority. The former San Juan Capistrano Community Redevelopment Agency (CRA) was dissolved on February 1, 2012. Upon the dissolution of the CRA, its assets and liabilities were transferred to the Successor Agency to the CRA. The City is obligated to report the resources and activities of the Successor Agency in a separate private purpose trust fund. 2.3 Fund Structure The City uses the fund types listed below in its financial reporting. Each governmental and proprietary fund has a legally adopted budget conforming to GAAP. The City also adopts a seven-year capital improvement program annually. EXHIBIT A - Page 5 of 21 Number of Fund Type Funds General Funds 5 Special Revenue Funds 16 Capital Projects Funds 4 Debt Service Funds 1 Enterprise Funds 3 Internal Service Funds 2 Agency Funds 2 Trust Funds 3 In addition, the City maintains governmental capital assets for infrastructure and general capital assets in the Governmental Capital Assets Fund and related long-term debt in the Governmental Long -Term Debt Fund. 2.4 Magnitude of Finance Department The Finance Department consists of 7 employees in the following 3 divisions: Administration, Customer Service, and Accounting. The 5 employees in the Accounting Division perform the following functions for the City: accounts payable, miscellaneous accounts receivable, payroll, cash management, budgeting, financial reporting, purchasing, and cash receipts. The City currently utilizes the MS Govern financial software system for its accounting function, however, the City will be implementing Tyler Munis during the contract period. The City also utilizes CIS Infinity for utility billing. 2.5 Budgetary Process The level of budgetary control is at the fund level. The City Manager or his/her designee may authorize transfers of appropriations up to $50,000 between accounts within each operating fund. Appropriations for operating funds that exceed $50,000 or for any capital projects funds must be approved by the City Council. The City utilizes an encumbrance system, whereby commitments such as purchase orders and unperformed contracts are recorded as reserved fund balances at year-end. Unexpended or unencumbered appropriations lapse at the end of the fiscal year. Encumbered appropriations are reappropriated in the ensuing year's budget by action of the City Manager or his/her designee. 2.6 Pension Plans The City provides its full-time and certain part-time employees retirement and disability benefits, annual cost -of -living adjustments and death benefits to members and their beneficiaries through three defined benefit pension plans administered by the Orange County Employees' Retirement System (OCERS). Employees hired before January 1, 2012, participate in the 2.7% 4 , EXHIBIT A - Page 6 of 21 at 55 retirement plan ("Tier 1"). Employees hired from January 1, 2012, through December 31, 2012, are enrolled in the 2% at 57 retirement plan ("Tier II"). New employees hired on or after January 1, 2013, are enrolled in the 2.5% at 67 retirement plan ("Tier III") as required by the State of California Public Employees' Pension Reform, Act ("PEPRA"). The City makes contributions to the plans based on amounts determined by OCERS' actuaries. The City also provides postretirement health care benefits to its employees in through the California Employees Medical and Hospital Care Act (PEMHCA), commonly referred to as "PERS Health". PEMHCA provides health insurance through a variety of Health Maintenance Organization (HMOs) and Preferred Provider Organizations (PPO) options. These benefits are available to employees who reach age 50 and completed. at least 10 years of service to the City or qualify for disability retirement under OCERS. The current rate for retirees is $143.00 per month. The City's implied subsidy for this program is currently financed primarily 'on a pay-as-you-go basis, with cash being accumulated in the City's Employee Benefits and Insurance Internal Service Fund. 2.7 Joint Ventures The City is currently a member of the following joint ventures: South Orange County Wastewater Authority (SOCWA) This City is one of ten members of this joint powers authority. SOCWA operates four wastewater treatment plants and two ocean outfalls in the South Orange County area. The Board of Directors, which consists of a representative from each member agency, controls SOCWA's operations. In addition to annual contributions to fund SOCWA's operating budget, member agencies financially participate at various levels in SOCWA's capital projects depending on the member agency's capacity rights. The City contributes approximately $2.5 million per year in operating and capital contributions to SOCWA. As of June 30, 2020, the City's net investment in SOCWA was $10.4 million. • San Juan Basin Authority (SJBA) This City is one of four members of this joint powers authority. The Authority's Board of Directors consists of one representative from each member. The City's ownership percentage in the joint venture varies by fund and project. The City's net investment in this joint venture was $26,728 at June 30, 2020. SJBA's books are maintained by Santa Margarita Water District. EXHIBIT A - Page 7 of 21 • Joint Regional Water Supply System (JRWSS) This City is one of nine members of this trust agreement. JRWSS owns and operates several pipelines that deliver drinking water to its nine member agencies. The City has 3.44% ownership rights in JRWSS. South Coast Water District serves as the trustee for JRWSS. As of June 30, 2020, the City's net investment in JRWSS was $1.7 million. 2.8 Availability of Prior Audit Reports Access to the Fiscal Year 2015-2016 through 2019-2020 Comprehensive Annual Financial Reports (CAFRs) and Single Audit Reports is available at the City's website at the,following address: hftps://sanjuancapistrano. org/Departments/Finance/Financial- Reporting/Fin ancial-Reports-by-Subject. 2.9 Schedule of Fieldwork Upon receiving a Notice to Proceed from the City, the audit firm may contact Michelle Short, Finance Manager to schedule an audit planning meeting. The auditors shall provide a schedule for interim audit fieldwork and submit a detailed audit plan covering interim and final fieldwork dates, deadlines for issuance of draft and final reports, etc., prior to starting interim audit fieldwork. Interim audit fieldwork must be completed prior to August 1, 2021. Final fieldwork may commence on or after October 11, 2021. Each year of the audit contract, an audit planning meeting, schedule of interim audit fieldwork and detailed audit plan must be held prior to commencement of interim audit fieldwork. Final audit fieldwork may commence in mid-October. 2.10 Entrance Conferences, Progress Reporting and Exit Conferences At a minimum, the auditors will meet with Finance staff for a planning meeting (entrance conference), after interim audit fieldwork but prior to beginning final audit fieldwork, and at or near the end of final fieldwork (exit conference). In addition, the auditors will provide a regular status report identifying issues, requested documents, timelines, etc., in order to meet a "no surprises" requirement in the administration of the audit. 3. NATURE OF SERVICES REQUIRED The City is soliciting the services of qualified independent certified public accountant firms to audit its financial statements for fiscal years 2020-2021 through 2022-23, with two one-year extensions for fiscal years 2023-24 and 2024-25. EXHIBIT A - Page 8 of 21 3.1 Scope of Work to be Performed • The auditors will perform an examination of the City's basic financial statements and required supplementary information (RSI) in accordance with the auditing standards outlined in Section 3.2 below, with the objective of expressing an opinion on each opinion unit of the financial statements that collectively comprise the basic financial statements. In addition, the auditors will express an "in -relation -to" opinion on the combining and individual nonmajor fund financial statements, including budgetary comparison schedules. Finally, the auditors will determine that information provided in the introductory and statistical sections of the City's CAFR conforms to amounts reported in the basic financial statements. The City will prepare all schedules and footnotes for the CAFR. The auditors will be responsible for rendering their opinion and provide the City, one electronic copy in PDF format by December 20°i and 20 bound copies by January 5t' of each year. • The auditors will conduct an examination of the separate component unit financial statements of the San Juan Capistrano Housing Authority in accordance with the auditing standards outlined in Section 3.2 below. The auditors will be responsible for rendering their opinion and provide the City one electronic copy in PDF format by December 15t of each year. • When applicable, the auditors will conduct an examination of the City's federal awards in conformance with the auditing standards outlined in Section 3.2 below. In addition to the audit of the federal awards, the auditor will review any materials included in the reporting package accompanying the data collection form. The City will prepare the Schedule of Expenditures of Federal Awards. The auditors will prepare the single audit report and provide one electronic copy in PDF format by December 20th and 15 bound copies by January 5th of each year. The auditors will complete the data collection form and required filing with the Federal Audit Clearinghouse and provide the City with one electronic copy in PDF format of the data collection form by January 20°i of each year. • The auditors will perform agreed-upon procedures to test and report on the GANN appropriation limitation calculation. The auditors will be responsible for rendering their opinion and provide the City one electronic copy in PDF format and 10 stapled copies by December 20° of each year. • When applicable, the auditors will issue a "management letter" that includes significant deficiencies and material weaknesses (as defined by the applicable auditing standards) that were identified during the audit. Management letters should be addressed to the City Council and should include a follow-up on the prior year's recommendations, if any. The auditors will provide the City one electronic copy in PDF format and 10 stapled copies by December 20th of each year. 7 EXHIBIT A - Page 9 of 21 • The auditors will issue a SAS 114 report addressed to the City Council at the conclusion of the audit. The auditors will provide the City one electronic copy in PDF format and 10 stapled copies by December 20th of each year. (A separate SAS 114 letter addressed to the City Council should be provided during the planning phase of the audit to open the "two-way communication" between the auditors and the City Council.) • The auditors shall complete the City's annual Street Report and electronically file it with the State Controller's Office no later than December 1st of each year. • The auditors shall complete the annual Cities Financial Transactions Report and electronically file it with the State Controller's Office no later than January 31st of each year. • The auditors shall complete the San Juan Capistrano Public Financing Authority's annual Special Districts Financial Transactions Report and electronically file it with the State Controller's Office no later than January 31 st of each year. • The auditors will perform agreed-upon procedures (AUP) to test and report on the annual expenditures of Measure Y bond proceeds. The scope of work for this AUP engagement is set forth in Exhibit 1 to this RFP. Expenditures applicable to this requirement are expected to be incurred only in the first year of the engagement. • 'The City has been a recipient of the GFOA Certificate of Achievement Award for Excellence in Financial Reporting for the past several years and plans to continue to participate in this program in the future. The auditors are expected to assist the City, as necessary, to meet the requirements of the Government Finance Officers Association of the United States and Canada (GFOA) Certificate of Achievement in Financial Reporting Program. • The auditors are expected to keep the City informed of new state and national developments affecting governmental finance and reporting standards and trends, including upcoming GASB pronouncements and provide advice for extraordinary transactions. This shall include on format updating session per fiscal year with selected members of the City's financial accounting staff. If there is a charge for this, the cost must be separately identified in the audit firm's cost proposal. • The auditors are expected to be responsive to questions or requests made by the City during the course of the contract period. An option for early termination of the contract may be exercised by the City for persistent non - 0 EXHIBIT A - Page 10 of 21 responsiveness by the audit firm to City questions or requests or for failure to meet the deadlines established in the RFP. The Engagement Partner may be expected to be present at the City Council meetings when the contract is being awarded or amended and when the annual reports and management letter are being presented (at the City Council or City Manager's request). 3.2 Auditing Standards to be Followed To meet the requirements of this RFP, the audit shall be conducted in accordance with the following standards: Auditing standards generally accepted in the United States of America, as promulgated by the American Institute of Certified Public Accountants (AICPA) or any successor body. Such standards must include specific requirements founds in the AICPA audit guide, Audits of State and Local Govemments. - Government Auditing Standards, issued by the Comptroller General of the United States. The provisions of the Single Audit Act of 1996, as amended - The provisions of the U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Non -Profit Organizations. - Specific auditing standards relating to any grant agreement determined to be material by the auditors for purposes of the examination of the basic financial statements. - Any other applicable standards for conducting examinations and/or reports to be issued in conjunction with those items outlined in Section 3.1. 3.3 Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of the need to extend the retention period. Should standard retention periods required by any of the standards identified in Section 3.2 be increased beyond 5 years, the increased retention period shall be followed. The auditor will be required to make working papers available, upon request by the City or its designees. EXHIBIT A - Page 11 of 21 The auditor shall respond to reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 3.4 Irregularities and Illegal Acts The 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: Mayor, City Manager, Assistant City Manager, and CFO/City Treasurer. 3.5 Subcontracting Should any firm submitting a proposal consider subcontracting portions of the engagement, that fact must be clearly identified in the proposal along with the name of the proposed subcontractor. Following the award of the audit contract, no additional subcontracting will be allowed without the express prior written consent by the City's CFO/City Treasurer. 3.6 Conflict of Interest The audit firm must submit a disclaimer statement disclosing that the firm has no conflict of interest with regard to any of the work performed by the firm for the City. This disclaimer must be included in the Proposal Letter required in Section 4.3. 3.7 Acknowledgment of Contract Agreement The audit firm shall enter into a contract with the City by signing the City's Professional services agreement. A sample copy of the Agreement is attached (Attachment B). The audit firm shall acknowledge acceptance of the terms and conditions described in the sample copy of the Agreement. If there are any exceptions to the term and conditions, the audit firm should include those exceptions in the Proposal Letter described in Section 4.3. 4. PROPOSAL FORMAT AND CONTENT 4.1 Respondents shall submit a proposal that is clear, concise, complete, and demonstrates the qualifications and experience applicable to the Scope of Work. Proposal shall have a cover page with the: project title, proposal due date, and name, address, and telephone number of the Firm submitting the proposal. Proposal shall include a table of contents with a clear listing of headings 10 EXHIBIT A - Page 12 of 21 and pages. • Proposal shall use a 10 -point font, at a minimum, and shall be a maximum of 20 pages, excluding the fee proposal and resumes of key personnel. • Firm.shall submit one (1) oraginal, two (2) hard copies, and one (1) electronic copy in PDF format of the proposal. • Proposals shall follow the order listed in Section 4.3. 4.2 Proposal Inclusions and Order •. Proposal Letter — The proposal letter must be completed and executed by an authorized representative of the Firm and include the following: - An executive summary (limited to.2 pages) of the proposal identifying the Firm/team being presented for consideration; - Contact person (and related information) for the City's correspondence regarding this RFP; - Acknowledgment of any addenda to the RFP; - Exceptions the Firm has to the RFP and/or Sample Professional Services Agreement, if any; and - Disclaimer of conflict of interest as required in Section 3.6. • Firm Qualifications and Experience - To qualify, a Firm must have extensive experience in audits of local governments. The Firm 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 staff to be so assigned to the engagement. Staff consistency on the engagement from the Auditor In -Charge position through the Engagement Partner position is an important consideration. - An affirmative statement. should be included that the Firm and all assigned key professional staff are properly licensed to practice public accountancy in California. - The Firm must provide a list of all current special districts, city, county, and other local government clients. 11 EXHIBIT A - Page 13 of 21 - The Firm shall provide information on the results of federal or state desk reviews or field reviews of its audits during the past three (3) years. The Firm shall provide information on the circumstances and status of any disciplinary actions taken or pending against the Firm during the past three (3) years with State regulatory bodies or professional organizations. Partner, Supervisory, and Staff Qualifications - The Firm should provide as much information as possible regarding the number, qualifications, experience, and training of the specific staff to be assigned to this engagement. Resumes for key personnel (engagement partners, technical review partners, managers, in -charge auditors, and any specialists) should be included (as an Appendix to the technical proposal), indicating the following: o whether such person is licensed to practice as a certified public accountant in California; o information on the government auditing experience of each person; o relevant continuing professional education for the past three (3) years; and o membership in professional organizations relevant to the performance of this audit. Engagement partners, managers, in -charge auditors, and specialists may be changed if these personnel leave the firm, are promoted, or are assigned to another office. These personnel may also be changed for other reasons with express written permission from the City. However, in either case, the Firm provides that replacements will have substantially the same or better qualifications and experience and the City retains the right to approve or reject replacements. 12 EXHIBIT A - Page 14 of 21 Similar Engagements with Other GovernmentEntities Please provide a list of not less than 5 client references for which services similar to those outlined in this RFP are currently being provided by the Firm's office that will be assigned responsibility for the audit. For each reference listed, provide the name of the organization, engagement partner, engagement manager, total hours for the project, dates for which the services) are being provided, type of service(s) being provided and the name, address, telephone number, and email of the principal client contact. • Specific Audit Approach The proposal must include a detailed work plan, including an explanation of the audit methodology to be followed in performing the services required in Section 3 of this RFP. The description should provide specific tasks and subtasks in ongoing order. The Firm should address any elements of the Scope of Work it believes are not addressed in Section 3 but are necessary to complete the work. The detailed work plan should include a list of all the deliverables. The following information should be included related to the specific audit approach: - Proposed segmentation of the engagement. - Level of staff and number of hours to be assigned to each proposed segment of the engagement. - Sample sizes and the extent to which statistical sampling is to be used on the engagement. - Extent of use of EDP software in the engagement. - Type and extent of analytical procedures to be used in the engagement. - Approach to be taken to gain an understanding of, document and test, where applicable, the City's internal control structure, including its controls related to federal and state grant programs. - Approach to be taken in determining laws; regulation, contracts, and grants subject to audit test work. - Approach to be taken in including requirements of SAS 99, Consideration of Fraud in a Financial Statement Audit, within the audit plan. 13 EXHIBIT A - Page 15 of 21 - Identification of anticipated potential audit issues. (The proposal must identify and describe any anticipated potential audit issues, the Firm's approach to resolving these issues, and any special assistance that will be requested from City personnel.) Cost Proposal The Firm shall submit a cost proposal in a separately sealed envelope clearly marked "Cost Proposal for Independent Audit Services' using the format included in Attachment A. Costs shall indicate the total all-inclusive maximum price. The cost proposal should include all pricing information relative to performing the audit engagement. as described in this RFP. 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 proposals. The cost proposal should also include the Firm's hourly rates by classification should the City desire additional services not covered by this RFP. 4.3 Respondents shall submit a proposal that is clear, concise, complete, and demonstrates the qualifications and experience applicable to the Scope of Work. 5. EVALUATION CRITERIA The proposals will be evaluated using the following criteria and weightings: • Mandatory Requirements — 20% - The Firm is independent and licensed to practice in California. - The .Firm's professional personnel have received. adequate continuing professional education. - The Firm has no conflict of interest with regard to any other work performed by the auditor for the City. - The Firm submits a copy of its most recent external quality control review report and the Firm has a record of quality audit work. - The Firm adheres to the instructions in this RFP on preparing and submitting the proposal. • Expertise and Experience — 30% 14 EXHIBIT A - Page 16 of 21 - The Firm's past experience and performance on comparable government engagements. - The Firm's quality of the Firm's professional personnel to be assigned to the engagement and the quality of the Firm's management personnel to be available for technical consultation. • Audit Approach — 40% - The thoroughness of the approach to conducting the audit of the City and the demonstration of the understanding of the objectives and scope of the audit. Adequacy of the proposed staffing plan for the various segments of the engagement. - The timeframe to complete the audit. - Adequacy of sampling techniques. - Adequacy of analytical procedures. - Adequacy of procedures for ensuring compliance with SAS 99. • Cost —10% Maximum points will be allotted to the lowest cost proposer. All 'other proposers will be scored based on the formula below: Overall Cost No. of Points 1 (lowest) 10 2 8 3 6 4 4 All Others 2 15 EXHIBIT A - Page 17 of 21 6. SELECTION PROCESS In accordance with its Municipal Code Section 3-4.306, the City will adhere to the following procedures in evaluating proposals. A Selection Committee (Committee), which comprises City's staff and may include outside parties, will screen and review all proposals according to the weighted criteria set forth above. 6.1 Responsiveness Screening • Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP: At any time during the, evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers .regarding their proposals. 6.2 Initial Proposal. Review • The Committee will initially review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The Committee may also contact the Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer's approach, qualifications, or price is not considered acceptable by the City. An unacceptable proposal is one that would have to be substantially rewritten to make it acceptable. The City may conclude the evaluation process at this point and recommend award to the lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection. 6.3 Interviews, Reference Checks, Revised Proposals, Discussions • Following the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may be invited to participate in an oral interview. The individual(s) from Proposer's firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the proposal. • In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer's references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a 16 EXHIBIT A - Page 18 of 21 6.4 6.5 Proposer's services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for award, or it may request Best and Final Offers from Proposers. The City may accept the proposal or negotiate the terms and conditions of the agreement with the highest ranked firm, which shall be determined to be the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their best proposal with their initial submission. Final Selection Recommendation for award is contingent upon the successful negotiation of final contract terms, including audit firm compensation. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP. Other matters Response Preparations: No reimbursement will be made by the City for costs incurred in the preparation of the response to this RFP. Submitted materials will not be returned and will become the property of the City. Right to Reject Proposals: Submission of a proposal indicates acceptance by the submitting firm of the conditions contained in this request for proposal unless clearly and specifically noted in the proposal submitted and confirmed in the agreement between the City and the firm selected. The City reserves the right without prejudice to reject any or all proposals, or to waive any requirement of this RFP. Proposer is encouraged to review this RFP carefully in its entirety prior to preparation of its Proposal. The City reserves the right to reject any or all Proposals or to select the Proposal most advantageous to the City. The City reserves the right to verify all information submitted in the Proposal. A. Amendments to RFP. The City reserves the right to amend the RFP or issue to all Proposers a Notice of Amendment to answer questions for clarification. B. No Commitment to Award. Issuance of this RFP and receipt of 17 EXHIBIT A - Page 19 of 21 Proposals does not commit the City to award a Contract/ Agreement. The City expressly reserves the right to postpone the Proposal for its own convenience, to accept or reject any or all Proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP. C. Amendments to Proposals. No amendment, addendum or modification will be accepted after the deadline stated herein for receiving Proposals. Proposer may modify or amend its Proposal only if the City receives the amendment prior to the deadline stated herein for receiving Proposals. D. Non -Responsive Proposals. A Proposal may be considered non- responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the Proposal. E. Late Proposals. The City will not be responsible for Proposals that are delinquent, lost, incorrectly marked, sent to an address other than that given herein, or sent by mail or courier service and not signed for by the City. W., EXHIBIT A - Page 20 of 21 Scope of Work for AUP Regarding Use of Measure Y Bond Proceeds 1. Obtain and become familiar with the following: a. The text of Measure Y b. The Official Statement of the 2009A Open Space Bonds c. The description of the projects approved by City Counsel for the use of the bond proceeds 2. Examine supporting documentation for non -payroll transactions represented in the use of these bonds. Transactions selected for testing will be judgmentally selected by the audit firm for fiscal years ending June 30, 2018 and 2019 to comprise at least 50% of the total non -payroll expenditures incurred during the period. Perform the following for each transaction selected: a. Agree the amount recorded in the accounting system for the selected transaction to the related vendor invoice.' b. Recompute the mathematical correctness of the vendor invoice. c. Ascertain whether the invoice was properly approved in accordance with City policies and procedures. d. Read the service/project description and other information provided on the invoice and ascertain whether or not that information supports the relationship of this cost to one of the projects approved by City Council. Obtain a labor distribution report that identifies labor charges to the project. Based upon the position titles of the persons indicated in this report, ascertain whether administrative personnel have charged time to the project. EXHIBIT A - Page 21 of 21 COST OF SERVICES (ALL-INCLUSIVE/FIXED FEE) Name of Firm: Lance, Soil & Lunahard. LLP Office Address: 203 N. Brea Blvd., Ste. 203, Brea, CA 92821 Contact Name: Bryan Gruber Partner Contact Phone: (714) 672-0022 Fax #: (714) 672-0331 Contact Email: Bryan.GruberOls1cpas.com The Single Audit pricing is based on hours that assumes one major program. Each additional major program is $1,800. Out-of-pocket expenses, such as meals, lodging, printing, and binding costs are included in the not -to -exceed price and will not be billed for separately. The agreed-upon procedures over the City's GANN Limit Calculation and Measure Y Bond Proceeds are complimentary and will not be billed for. EXHIBIT B - Page 1 of 2 BILLABLE HOURLY RATES BY CLASSIFICATION (FOR ADDITIONAL WORK) CERTIFICATION For the purpose of this proposal, Bryan Gruber, CPA, Managing Partner, is authorized to make representations for our firm, empowered to submit this bid and authorized to sign a contract with the City of San Juan Capistrano. The fees quoted in this proposal are valid for 120 days. I can be reached by phone at (714) 672-0022 or through email at Bryan.Gruber@lslcpas.com. I Bryan Gruber, CPA LANCE, SOLL & LUNGHARD, LLP EXHIBIT B - Page 2 of 2