Loading...
HomeMy WebLinkAbout4.08 AgmrtCaporicci&Larson CITY CLERK File #600-30 AGENDA STATEMENT CITY COUNCIL MEETING DATE: July 6, 2004 SUBJECT: Agreement For Audit & Professional Services with Caporicci & Larson Report Prepared by: Carole A. Perry, Administrative serVices Director and Fred Marsh, Finance Manager ATTACHMENTS: 1. Excerpts From Proposal 2. Proposed Agreement RECOMMENDATION:' .~ A~ Authorize the City Manager to execute the Agreement on "'~ o' v behalf of the City. \ FINANCIAL STATEMENT: The anticipated cost for Audit Services related to Fiscal Year 2003- 2004 is $34,950. Adequate funds are included in the proposed budget for Fiscal Year 2004-2005 for completion of the audit services for the City's Fiscal Year 2003-2004 Financial Reports. DESCRIPTION: At the City Council Ad Hoc Audit Committee meeting on December 9, 2003, the Committee members authorized the circulation of a Request for Proposal (RFP) for Audit Services. The Ad Hoc Audit Committee directed the City Manager to oversee the RFP process; necessitated by the fact that the contract agreement with the City's current independent auditor (the firm of Vavrinek, Trine, Day and Company - VTD) was expiring. VTD had prepared audits for the City of Dublin for the previous eight consecutive years. A Subcommittee was formed to assist with the RFP preparation and the selection of an audit firm. Proposals Received The City received five responses to the RFP by the March 25, 2004 deadline. The respondents were asked to provide pricing information on both the basic reports that would be required by the City each year, as well as on the various optional reports that might be required. The nature and number of those reports could vary from year to year. The five original submissions included a response from one of the firms that indicated that they were unable to submit a proposal at this time. The following is a basic breakdown of the remaining four proposals, including the maximum cost for the full five years of contract serwices, assuming the City required all reports outlined in the RFP; the proposed first year costs for audit services provided to the City in Fiscal Year 2004-2005; and the total number of audit hours proposed by each firm for the first year of the contract; and the effective hourly ram, based on the number of proposed tota~[.audit hours: ITEM NO. [~.~) ....... MAx/MUM COST MAx1M~4 PROPOSED EFFECTIVE. OVER COST FOR HOURS OF HOURLY 5 YEAR FISCAL AUDIT RATE PROPOSED YEAR 2004- SERVICES FOR NAME OF FIRM CONTRACT 2005 FY 2004-2005 Cf'Gl Uhlenb~rg & Co .... $204~'~'64 ..... $36~2'~'0 ......... 47,8 .......... $75.68 .Caporicci & Larson $!78,610 ..............$34~950 ... 415 ............ $80.34 Maze & Associates.. ....... $207,054 ..... .$..39,746 399 ........... $99.61 .... Moss Levy & Hartzheim $160.,0.0~. ..... $32,000 370 ............... $86.48 Selection Process On June 11, 2004, the Subcommittee, consisting of the Assistant City Manager, Administrative Services Director and Finance Manager, conducted interviews of the three firms that were selected as finalists in the process (those highlighted in bold on the chart above). These firms were selected based upon a detailed review of all of the RFP submittals, to determine the companies that most closely met the needs of the City of Dublin and appeared to be capable of servicing the City over the five years of the proposed agreement. The interviews provided an oppommity for the Subcommittee to meet with representatives from each firm, including staff that would be part of the team conducting the City of Dublin audit. In addition, each of the firms described their approach to the auditing of a public agency and described their experience in the area of municipal/government audits. Based upon this information, as well as follow-up reference checks by City Staff, the Subcommittee has recommended that the rum of Caporicci & Larson (C&L) be selected to provide independent audit services to the City. Firm Background and Selection Rationale Attached as Exhibit 1 are excerpts from the proposal submitted by C&L. The firm has a local office in Oakland and has extensive experience in performing g°vemmental audits in the Bay Area. Mr. Gary Caporicci will serve in the role of Technical Partner providing internal quality control on this engagement. Among the reasons for selecting the firm was their commitment to also assign other highly experienced personnel to the audit team. C&L's Engagement Partner, Ms. Nasi Raissian, will have a role in preparing the field work. This can expedite the prOCess, assure an appropriate level of oversight, reduce the impact on City Staff, and insure that the audit will proceed in a uniform and consistent manner. In addition, C&L proposes to assign Mr. Ahmed Badawi as the Audit Manager. Mr. Badawi has approximately six years experience performing governmental audits. Staff has included language in the proposed agreement to provide for City approval if the audit team is restructured in future years. The firm has committed to providing highly skilled personnel to do the fieldwork to meet the City's expectations for the term of the agreement. Although not the lowest bidder in terms of total contract pricing, the number of dedicated audit hours detailed in the C&L proposal was the highest of the three finalists. Also, as the chart information reflects, this higher number of hours translates into the lowest average hourly cost per fu'm. Staff feels that this higher number of audit hours is of critical significance. The City has not changed auditors in eight years; C&L's commitment to dedicating more audit time in the first year of the audit should help to ensure a seamless transition and to minimize the learning curve for the new firm. Additionally, in their proposal, C&L is including 20 hours of consultation service per year at no additional cost. This added time can be used in any area the City desires (i.e. proposal evaluations, review of investment policies, assistance with property inventories, evaluation of bond offerings, etc). Scope of Audit Services To Be Performed The scope of work proposed is similar to the audit services provided by VTD in prior fiscal years and meets the anticipated needs of the City. The scope is included as Exhibit A in the proposed Agreement in Attachment 2. The scope was broken into two segments: Basic Reports and Optional Reports. The Basic Reports will be required each year and they include the following elements: Independent Auditor's Report, including Basic Financial Statements Management Letter including findings, statements, or recommendations related to internal controls, compliance issues, and/or accounting systems and functions · Alameda Transportation Authority Measure B Compliance Audit · Review of the Annual Gann Appropriations Limit Calculation · State Controllers Report of Financial Transactions · State Controllers Annual Street Report The need for the preparation of the Optional Reports listed below will be determined by Staff prior to the final stage of the audit for each fiscal year. Staff anticipates C&L completing most the special audits and reports listed below for Fiscal Year 2003-2004: · Transient Occupancy Tax (TOT) audit on one or more of the City's hotels · Single Audit (required if the City receives more than $500,000 in Federal funds in a fiscal year) · Metropolitan Transportation Commission (MTC) Audit (required if the City receives TDA funds for the construction of Bicycle/Pedestrian projects, such as the Iron Horse Trail) · State Transportation Improvement Project (STIP) Audit for the Dublin Boulevard Widening Project · Transportation Clean Air Grant Audit for the Alamo Creek Bike Path Project Terms of Engagement Staff has utilized the standard City Agreement for consultants. The firm has presented a fixed schedule of compensation for each of the five fiscal years covered by the Agreement. The total costs each year will depend on the number of optional reports required by the City. The costs are presented in the schedule marked as Exhibit B (to Attachment 2) of the Agreement. The first year costs are comparable to the costs incurred by the City on identical services obtained as part of the Fiscal Year 2002-2003 audit. The cost of the services under contract with VTD for Fiscal Year 2002-2003 totaled $35,800. The same services under the proposed agreement with C&L for Fiscal Year 2003-2004 will cost approximately 2.3% less at $34,950. The following is a breakdown of the C&L services recommended for Fiscal Year 2003-2004, Basic Reports: $ 26,450 Single Audit and other Special Grant Reports: $ 1,500 Transient Occupancy Tax Audit $ 3,000 State Controllers Reports of Financial Transactions: $ 4,000 TOTAL $ 34,950 Staff has incorporated the cost of these services as part of the proposed City Council budget for Fiscal Year 2004-2005. Summary The initial staff report reCommending the fnm of Caporicci & Larson (C&L) as the City's independent auditor was postponed from the June 28, 2004 Council Meeting to this date (July 6, 2004). Staff's recommendation was disputed by an individual (via Email correspondence) making negative allegations regarding C&L's work in the City of San Diego. Additional investigation and reference checking regarding these assertions have rendered them groundless, since they are actually directed at the San Diego audit firm that preceded C&L. Subsequent to the receipt of this Email information, the Ad Hoc Audit Committee met with C&L to discuss these charges in more detail. C&L's responses have been forthcoming and responsive. Therefore, the Committee continues to be confident that C&L will provide the City of Dublin with very capable audit services. Recommendation It is recommended that the firm of Caporicci & Larson (C&L) be selected to provide independem audit services to the City. In conclusion, this firm has been selected by Staff for several reasons, including, but not limited to, their competitive pricing, the number of annual audit/fieldwork hours included as part of their proposal, their fixed pricing over the five years of the contract, and the fact that they maintain local offices (Oakland). It is further recommended that the City Council authorize the City Manager to execute the proposed contractual agreement with C&L. City of Dublin Proposal to Perform Professional Auditing Services for the year ending June 30, 2004 with renewal options.for June 30, 2005 through June 30, 2008 Submitted March 25, 2'004 Contact Person: Stephen L. Larson Caporicci & Larson Certified Public Accountants 180 Grand Avenue, Suite 1365 Oakland, California 94610 Toll Free Telephone: (877) 862-2200, ext. 125 Caporic¢i & Larson Certified ~ublic .4 ccoun~ants ATTACI-tM'ENT 1 Table of Contents Proposal Page Letter of Transmittal i Summary of Proposal Profile of the Firm 3 - About the Firm 5 - Governmental and Non-Profit Accounting Experience 5 - Independence 9 - License to Practice in State of California 9 - Quality Control Review 9 Summary of Firm's Qualifications 11 - Partner, Supervisory and Staff Qualifications and Experience 13 - Similar Engagements with Other Governmental Entities 22 - GASB 34 Experience 23 Firm's Approach to the Examination 25 - Understanding of Requested Services 27 - Objective of Our Services 28 - Work Plan 29 - Audit Approach 29 - Audit Schedule 30 Professional Fees 35 - Total Ag-Inclusive Maximum Price for the Engagement 37 ~, Rates by Partner, Supervisor, and Staff 37 - Discount 38 - Out of Pocket Expenses 38 - Rates for Additional Professional Services 38 - Manner o£ Payment 39 - Summary 39 - surmmary of Professional Fees and Expenses Fees by Staff Classification 43 ~- 2004 45 -, 2005 46 ... 2006 47 - 2007 48 - 2008 49 Caporicci & Larson Certified Public Accountants March 25~ 2004 Fred Marsh Finance Manager City of Dublin 100 Civic Plaza City Clerk Department - Second Floor Dublin, California 94568 Dear Mr. Marsh: The accounting firm of Caporicci & Larson, Certified Public Accountants, a partnership, (the "Firm") is pleased to have the opportunity to respond to your request for a proposal 'to perform auditing services and to submit its qualifications to perform a general audit of the. financial records of the City of Dublin and related entities (the "City") for the year ending June 30, 2004 with renewal options for June 30, 2005 through June 30, 2008. The objective of our audit is to issue an opinion regarding the fairness of presentation of the City's financial position for fhe five years in accordance with generally accepted accounting principles. The audit to be performed will follow generally accepted auditing standards, U.S. General Accounting Office's Government Auditing Standards, Single Audit Act of 1984, as amended in 1996, and OMB A-133. This proposal will introduce our Firm to you, highlight the background of the partners and staff assigned to the engagement, summarize our experience in the governmental area, and describe our approach to auditing the City. This proposal demonstrates our ability to render the quality examination and to perform the necessary accounting and auditing services requested by the City on a timely basis. Understanding of Requested Services- The City desires an audit and expression of an opinion in accordance with generalIy accePted accounting principles on the fairness of presentation of financial statements for 'the City for the year ending June 30, 2004 with renewal options for June 30, 2005 through June 30, 2008. All audit work arid the resulting final opinions and financial reports are to be completed and issued no later than the published time frames as noted in the Request For Proposal (the "RFP"). Toll Free Ph: (877) 862-2200 Toll Free Fax: (866) 436-0927 Oaklan{l Ox'a~ge Cou. uey Sac:rasutetlto Salt ~iego 180 Gr~d Ave.. Suite 1365 31 ~D ~ Argue 777 ~p~ Commons Rd.. S~te 200 600 "B' S~, Suite 19~ O~and, ~orffia 9~12 ~sm Mesa, C~or~a 92626 Sacramento, ~o~a 95825 S~ ~o, ~o~a 92101 City of Dublin March 25, 2004 Page 2 The audit of these financial statements shall be conducted in accordance with generally, accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set fOrth in the U.S. General Accounting Office's Government Auditing Sfandards, various standards established by the Government Accounting Standards Board. The preparation of any financial reports will be consistent with .requirements of CSMFO and GFOA certification procedures and g-uidelines. The Firm will review the City's GANN Appropriations Limit calculations for apprgpriateness and accuracv. The City desires a compliance audit of its Measure B activity. The City receives levets of federal financial assistance which requires an audit to be conducted in accordance with the Single Audit .Act of 1984, as amended in 1996, and OMB Circular A-133, as amended, relating to compliance with various laws and regulations and proper internal control. Reports are to be issued by the Firm indicating amount of federal financial assistance, description of the various specific federal'assistance programs in which the City participates either directly or as a pass-through agency, degree of Compliance with appropriate taws and regulations, quality of the internal control structure, and reportable conditions and findings, if any. The City may desire compliance audits on MTC related activities as welI as the SLTPP. The City desires the Firm to prepare the mxnuaI State Controllers Report and the Street Report. Should any conditions be discovered requiring corrective action, the Firm will provide a detailed description of the findings and recommended actions as to their resolution. The Firm will submit a letter to management and the City's Audit COmmittee detailing reportable conditions found during the audit. Non-material instances of noncompliance shall be reported in a separate management letter, if appropriate, and any Other observations or recommendations determined to be informative to City management. The Firm wiI1 be availabIe to provide advice and counsel regarding significant matters during the year. The Firm's Partners and Staff welcome the opportunity to present the financial reports to the City Council and will be ready to respond to questions from the Council and Citizens of the City. City of'Dublin _ ~ % 7"7 Mdrch 25, 2004 - Page 3 As a partner of the Firm, I will be the primary contact for negotiation of the Contract. Additionally, I have been authorized to legally bind the Firm. You may contact me at the folloWing address and phone number: Mr. Stephen L. Larson, Senior Partner Caporicci & Larson Certified Public Accountants 180 Grand Avenue, Suite 1365 Oakland, California 94612 Toll Free Phone Number: (877) 862-2200, ext. 125 We. beheve we are the best qualified to perforTM the audit because our audit staff includes individuals WelI versed in municipal auditing .and reporting requirements. We have performed' auditing and consulting engagements for numerous cities throughout California. The Engagement Partner assigned to the City, Ms. Raissian, has performed numerous audits of governmental entities as well as served as Finance Manager for the City of Sunnyvale. The Technical Partner assigned to the City, Mr. Caporicci, is a member of various governmental committees, has actively participated in the development of accounting and audit guidelines and standards for the governmental sector, and serves as a national reviewer for the GFOA. We are responsive to the needs of the City, understand the City's operational environment, and pledge to you our complete commitment to providing a quality product, which meets the City's requirements. We are confident you will find our orgardzation offers ~he required expertise, technical knowledge, and business understanding to perform an audit of the City. Our past experience provides us with a thorough understanding of the needs and requirements of the City, as well as the techrdca~ knowledge to perform such services in accordance with the accounting and auditing guidelines as published by the various authoritative entities. The proposal fees are a firm and irrevocable offer and will remain valid for 120 days after the proposal due date. We welcome your inquires and look forward to further discussions with you. SincereIy, Stephen L. Larson Senior Partner Caporicci & Larson Summary of ProPosal Introduction This Summary is presented to provide you with a general knowledge of the .contents of the proposaI and to allow you to quickly: · gain an understanding of-our Firm. · review the qualifications of the members of the Engagement Team. · identify the Firm's approach to the audit of the City Of Dublin (the "City"). · identify the proposed audit fees. ' · identify services provided to the City at no additional cost. · locate City required documents. Firm Qualifications .The accounting firm of Caporicc] & Larson, Certified Public Accountants (the "Firm"), provides auditing, accounting, and advisory services to numerous governmental entities throughout California. With offices located in Oakland, Costa Mesa, San Diego? and Sacramento and a staff of 46 audit professionals, the Firm serves a variety of cities and counties throughout California as WeIl as conducting financial related services for the State of California. Names and phone numbers of several of our current clients and other references are provided for your inquiries. We encourage you to contact these individuals to obtain information on the quality o£ the audit and the ability of the audit staff. 'Our Oakland office will be the Engagement Office assigned to the City. In addition to specific city financial statements, the Firm has also audited redevelopment agencies, transportation authorities, public financing authorities, special districts, OCJP grants, self insurance pools, joint power authorities and has also performed numerous compliance audits in accordance with the Single Audit Act, TOT audits, AQMD audits, franchise audits, and other special projects. Additionally, the Firm has significant experience in bond offerings, post closure landfill costs, and recent changes to redevelopment agency reporting requirements. Several of our city clients currently receive the GFOA and CSMFO awards for reporting excellence. The Firm is a member of the Private Companies Practice Section of the AICPA and received a positive peer review report on its system of quality control. The five Partners of the Firm have over 100 years of practical experience encompassing att aspects of the financial arena. For over 8 years, Ms. Raissian, the Engagement Partner assigned .to the City, has been actively involved in the governmental area providing auditing, and consulting services to a varied group of governmental clients. Additionally, Ms Raissian served for 2 years as the Finance Manager for the City of Sunnyvale and as acting Finance Director for the City of Glendora. For elevei~ years, Mr. Gary M. Caporicci, the assigned Technical Partner for the City, held various positions with Coopers & Lybrand (currently PriceWaterhouse/Coopers) including its head of the governmental audit practice for iii CITY OF DUBLIN o~ Summary of Proposal the Southwest Region of the United States responsible for offices located in Houston, Austin, New Orleans, and .Oklahoma City. Gary is also a national reviewer for the GFOA .and has literally participated in hundreds of city audits of .ail sizes. Firm policy requires that the Engagement Partner, during the first year of the engagement, be _ actiVely involved in the daily fieldwork. This means to the City that Nasi will actually be on- site. during much of the audit coordinating the audit process, supervising the audit staff, gaining a hands-on understanding of City processes, and benefiting the City with her broad municipal experience. We have found that this effort benefits the City and the Firm through developing a thorough knowledge of City practices and issues and establishing a close working relationship with the City's Management. Additionally, continuity of audit personnel is assured because of the hahds on involvement of the partners. The three professional staff assigned to the Engagement are qualified and experienced. Each individual of the Engagement Team has several years of experience and has conducted or participated in numerous municipal audits of various sizes. Their understanding of city operations and the various authoritative guidelines will provide the where-with-ali to perform the audit in an efficient and effective manner with minimal disruption to the City's finance department. Technical Approach The approach to the audit has been designed to meet the audit requirements of the various authorities with the least disruption to the City's office operations. The foundation of the audit approach is based on communication coupled with a strong knowledge of City operations and detailed planning at the initial stages of the audit. Open communication lines with all .parties of the Engagement Team and City Management and staff throughout the engagement eliminates "surprises". Initial planrdng and proper assigument of duties to experienced personnel provide for an effective and efficient audit process. Consequently, inefficiencies, disruptions, and lack of understanding are kept to a minimum. The audit approach will consist of four phases: Initial Planning Meeting: The Engagement Partner and Manager will meet with City Management to discuss audit approach, identify specific needs of City Management, and familiarize themselves with City policies and practices. Interim: For two weeks in July, four Engagement Team members including an Engagement Team Partner will perform the internal control reviews, test transactions, evaluate compliance with Single Audit Act iv CITY OF DUBLIN Summary of Proposal requirements, identify potential audit issues that need to be addressed, perform limited confirmation procedures, and develop a dear understanding between the .Engagement Team and City Management of the year end audit responsibilities and assignments. Year end: For two weeks in October, four Engagement Team members including the Engagement Team Partner will conduct validation procedures on general ledger account balances, develop financial statement report formats, prepare the necessary financial reports for the City and its related entities, complete confirmation procedures, perform analytical procedures on revenue and expenditures, perform search for unrecorded liabilities, complete compliance work on Federal Assistance, and wrap up audit field work. Reporting: Auditor's report and reports for all City reporting entities and compliance requirements will .be finalized along with Single Audit Reports and Management Letter comments. Drafts o£ the various financial statements and reports will be provided to City Management for review no later than the' published time frames as agreed at the start of the audit. Final reports will be issued within 5 days o£ the approval Of the .final draft by City Management. The Engagement Partner will be available to present the financial reports to the City. Council. The audit process will .be completed and alt reports issued within the time frames established by. the' City. Additionally, we will ensure that all financial reports are in accordance with GFOA and CSMFO reporting guidelines. "No Fee" Services ' The Firm will provide other services at no additional cost to the City: · The Firm will provide the City with at least 20 hours of conSulting service in each of the audit yearsat no cost to the City. The Firm will provide periodic updates to City Management on recent developments in governmental accounting and reporting at no cost to the City. · The Firm will perforTM the agreed upon procedures to review the GANN Appropriations Limit calculations at no cost to the City. · The Firm will provide responses to routine questions by City staff throughout the year to assist in the running of City operations and implementation of improved operating procedures at no cost to the City. CITY 'OF DUBLIN Summary of Proposal Professional Fees Total professiOnal fees to perform the required services, net of discounts, are as follows: -'~ For the year ending Jtme 30, 2004 $ 30,450 Total Base Year $ 30,450 For' the year ending June 30, 2005 31,450 For the year ending Jtme 30, 2006 31,410 For the year ending June 30, 2007 3!,400 For the year end&rig June 30, 2008 31,400 Total Renewal Years 125,660 Ali-Inclusive Price $ 156,110 The above professional fees are all-inclusive and no additional costs will be charged to the City for audit related services of the City's financial statements. Conclusion A relationship With~the City of Dublin will be of great value to our Firm and we stand ready to commit our resources, knowledge, experience, and expertise to the benefit of your City. We possess the technical qualifications and experience to provide the level of service desired and expected by you and pledge to you our complete commi~nent to providing the City of Dublin with the highest quality of service possible. Thank you for allowing us to present our Firm. Costa Mesa, California March 25, 2004 NOT TO EXCEED PRICE FOR PROPOSED SERVICES tn accordance with the Request for Proposal for Audit Services issued by City of Dublin, the firm referenced below herby submits.the following cost proposal: Year Ended June 30th 2004 2005 2006 2007 2008 Basic Reports To Be Issued City Audit, including CAFR and Management Letter $ 26,450 $ 27,450 $ 27,410 $ 27,400 $ 27,400 Special Audit Reports for: Measure B - Gann .Limit - Annual Report of Financial Transactions to State Controller 2,500 2,500 ZS00 2,500 2,500 Annual Street Report to the State Controller 1,500 1,500 1,500 1;500 1,500 Total $ 30,450 $ 31,450 $ 31..410 $ 31,400 $ 31,400 Additional Audit Reports To Be Requested At City Option Single Audit $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 MTC State,Local Transportation Partnership Program 500 500 500 500 500 Transient Occupancy Tax~ 3,000 3,000 3,000 3,000 3,000 $ 4,500 $ 4,500 $ 4,500 $ 4,500 $ 4,500 ~ Assttmes one hotel per year. In addition, please include below an hourly fee quotation and hours proposed for ali positions to be assig-ned to the audit: 2004 Hottrly Hours Rate Partners 50 $ 150 Managers 40 125 Supervisory Staff i60 105 Professional Staff 140 85 Clerical/Support Staff 25 50 Other - - I herby certify that the undersigned is authorized to represent the firm stated above, and empowered to submit this bid, and if selected, authorize to sign a contract with the City, for the services identified in the Request For Proposals. Firm Name: Caporicci & Larson, CPAs Printed Name: Stephen L.. Larson Title: Senior Partner Date: March 25, 2004 Profile of the Firm CITY OF DUBLIN Profile of the Firm About the Firm The Firm has offices located in Oakland, Costa Mesa, San Diego, and Sacramento, California and, since 1989, provides a full range of accounting serv. ices to governmental agencies and private sector org.anizations throughout California including audit, tax, accounting, computer audit assistance, and business and management advisory services. The five partnexs combined have over 100 years of practical experience encompassing all .aspects of the £inancial arena. Forty.-siX (46) staff members provide the financial background and specific experience to meet the City's operational needs. Our Oakland office, which employees fourteen (14) professional staff will perform the requested services for the City. However, additional staff from our Costa Mesa, San Diego, and Sacramento offices may also be assigned to the engagement at no additional cost to the City.' Firm policy requires the Engagement Partner, during the first year of the engagement, be actvely involved in the daily fieldwork. This policy guarantees the proper and efficient performance of the audit process, educates the Engagement Partner as to City processes and issues, and provides fl~e City with on-site expertse in the areas of governmental auditing, accounting, compliance, and CUrrent developments. Consequen~Iy, one Partnex wi~h over fifteen years' experience and four professionals with combined experience of over twenty years wilI be assigned full ffme to perform the audit requirements of the City during 2004. In subsequent years, the Manager will be responsible for daily fieldwork and the Engagement Partner's role will evolve to on-site supervision, direction, 'review, addressing of compliance issues and update of City staff on current developments. Additionally, because of the importance of the City's audit to the development of our Firm, a second partner will be actively involved wifl~ the audit, serving as the Technical Partner providing specific expertise as needed. We are committed to providing appropriate and related experience, personal involvement, and a broad business perspective to p~oduce a quality end product within the time frames required. Governmental and Non-Profit Accounting Experience The Firm's par~-ners and professional staff assigned to the City have performed audi~s, accounting services and consulting services for numerous governmental entities including, bug not limited to: Governmental · City of Pleasanton, California · Pleasanton Redevelopment Agency, Pleasanton, California · City of Walnut Creek, California · Town of Danville, California · Danville Community Development Agency, Danville, California · Danville Lighting and Assessment District, California · Danville PUblic Financing'Authority, Danville, California · - City of Fremont, California · Fremont Redevelopment Agency, Fremont, California · City of Huntington Beach, California 5 CiTY OF~DUBLIN /~ o~, 077 Profile of the Firm Governmental (continUed) · City of Sunnyvale, California · ' Sunnyvale Redevelopment Agency, Surm.vvale, California · City o£ San Mateo, California · San Mateo Redevelopment Agency, San Mateo, California · City of Vacaville, California · Vacaville Redevelopment Agency, VacavilIe, California · City of Richmond, California · City of Vallejo, California · Valtejo Redevelopment Agency, Valtejo, California · Vallejo Public Financing Authority, Vallejo, California City of Fairfield, California · Fairfield Redevelopment Agency,'FairfieId, California · City of Hercules, California · Hercules Redevelopment Agency, Hercules, California · City o£ San Leandro, California · San Leanclro Redevelopment Agency, San Leanctrc, California · City of Los Altos, California · City of Menlo Park, California · Belie Heaven Child Care, Menlo Park, California · Menlo Park Redevelopment Agency, Menlo Park, California · City o£ Eureka, California · Eureka Redevelopment Agency, Eureka, California · Eureka Hazardous Waste Management Authority, Eureka, California · City of Ceres, California · Ceres Redevelopment Agency, Ceres, California · City of Placerv/lie, California · Placerville Redevelopment Agency, Placerville, California · City of Reedley, California · Reedley Redevelopment Agency, lteedley, California · County of Colusa, Colusa, California · Colusa County Justice Court, Colusa, California · County of Modoc, Alturas,'California · Modoc County Justice Court, Alturas, California · County of Del Norte, Crescent City, California · Del Norte Justice Court, Crescent City, California · City of Hermosa Beach, California · City of Shafter, California · Shafter Redevelopment Agency, Shafter, California · Bertsch-Ocean View Community Service District, Crescent City, California · Big Rock Community Service District, Crescent City, California · Church Tree Community Service District, Crescent City, California · Crescent. Fire Protection District, Crescent Cit?-, California · Fort Dick Fire Protection District, Crescent City, California · Gasquet Community Service District, Crescent City, California · Hunter Valley Community Service District, Crescent City, California · Klamath Community Service District, Klamath, California · Ktamath Fire Protection District, Klamath, California · Redwood Park Community Service District, Crescent City, California · Smith River Community Service District, Smith River, California · Smith River Fire Protection District, Smith River, California · Smith River Cemetery District, Smith River, California · California Maritime Academy, Valiejo, California 6 CITY OF DUBLIN Profile of the Firm Non-Profit Organizations · San Diego Community College DistricL San Diego, California · San Diego Unified School Dislxict, San Diego, California · Stanford University, Palo Alto, California · United Way, Oakland, California · March of Dimes, Oakland, California · The W6rld Trade Center Association of Orange County, Irvine, California · FulIerton, Arboretum Authority, Fuilerton, California . The Master Chorale of Orange County~ Costa Mesa, California · California State University-'FulIerton, Fulterton, California · Rossmoor Leisure World, Walnut Creek, California · Skagg's Foundation, Oakland, California · ACTS For Children, Bloomington, California · 2nd Life Foundation, Los Angeles, California · Santa Aha Economic Development Corporation, Santa Ama, California · KPBX Public Radio, Spokane, Washington · Texas Tech University, Lubbock, Texas Other Accounting and Auditing Experience The Firm has also conducted engagements with similar requirements as those-of the City for the following private sector entries: · Crown-Zellerbach (timber products), San Francisco, California · Grubb & Ellis Development Corporation (real estate), San Francisco, California · Bank of America [banking), San Francisco, California · Fireman's Fund Insurance Companies*(insurance), Novato, California · Bechtel Group of Companies (construction), San Francisco, California · Silverado Country Club (hospitality), Napa, California · Commerce Bank [banking), Newport Beach, California · E1 Dorado Bank [banking), Laguna Hills, California · The Bank of I-Iemet (banking), Riverside, California · pacific Mutual Insurance Companies (insurance), Newport Beach, California · Santa Fe Escrow (escrow services), Orange, California · Automated Data Technologies (electronics), Santa Aha, California · American Express Insurance Companies (insurance), New York, New York · Gulf Oil Company (oil and gas), Houston, Texas Additionally, the Firm has conducted audits of various Measures, parking citation systems, TDA funds, and pension plans. The Firm is also registered under HUD and is qualified to- perform housing audits. W~ have performed housing audits for Vallejo, Fairfield, Oceanside, Vacaville, and Richmond. Each audit engagement included financial audits in accordance .with the various authoritative auditing standards, complfance audits in accordance with OMB A-133, internal control evaluation, operational reviews, on-going advisory support, and updates on recent governmental accounting and financial reporting developments. · .CITY OF DUBLIN Profile of the Firm We will adhere to generally accepted auditing standards as promulgated by the AICPA, United States General Accounting Office, and the California State Controller's Office. The Firm's Partners are current members of the California Society of Municipal Finance Officers, have been members of various national and State municipal accounting committees, and both Mr. Caporicci and Ms. Raissian are national reviewers for the GFOA. Ms. Raissian MBA, CPA, the Engagement Partner, has been with the Firm.for 7 years. She has also served as Finance Manager for the City of Sunnyvale and Acting Assistant Finance Director for the City of Glendora. The Technical Engagement Partner, Mr. Caporicci CGFM, CPA, served with Coopers & Lybrand (currently PriceWaterhouse/Coopers) for over 11 years and was head of its governmental audit practice for the Southwest Region, which included offices in Houston, Austin, New Orleans, and Oklahoma City. Mr. Caporicci also provides ongoing governmental accounting expertise to several of the "Big 4" firms. The Firm's operational policies, personnel development activities, engagement planning, control, and direction practices, client interaction philosophies, and commitment to a quality end product are based on the Partners' past experience and knowledge. We'offer the full range of accounting and finance services to the governmental sector. These services include: · Financial audits ·Compliance audits · Tax advice · Cost allocation and indirect cost rate studies · Development of financial and accoUnting policies and procedures · Investment review and compliance evaluation · Financial analysis regarding bond offerings . Comfort letters · Operational reviews · Data processing reviews and studies · Technical guidance on existing and upcoming accounting issues · Training seminars Consequently, Firm personnel have conducted numerous internal control reviews, and studies, finance persmmeI evaluations, organizational structure evaluations, compliance audits (State and Federal), short-term and long-term business plans, property and equipment inventories, and investment portfolio evaluations. The Firm also has conducted IT system reviews and studies. IT processing wilt be tested as part of auditing the input/output controls in the major accounting systems. In addition, auditing of IT will include its operations and evaluate its internal controls including administration, Security, back-up routines, disaster recovery plans and simulated testing, etc. CITY OF DUBLIN Profile of the Firm Independence The Firm meets the independence requirements as defined by the U.S. General Accounting Office's Standards for Audit of Governmental Organizations, Programs, Activities 'and Functions, and the American Institute of Certified Public Accountants and California State Society of Certified Public Accountants as promulgated in various auditing and professional standards. Additionally, the Firm is independent of ali component units Of the City as defined by those standards. The Firm has had no prior relationships with the City. The Firm will provide the City written notice of any professional relationships entered into during the period of this agreement with the City. License to Practice in State of California The Firm 'and ali key professional staff assigned to the City's audit are properly licensed to practice as Certified Public Accountants in the State of California. The Fh-m is registered with the AICPA and the sfate Society of CPAs. The Firm has met all required State and local laws, rules, and regulations. Quali _ty Control Review The Firm is a member of the AICPA Quality Review Program. The program is designed to identify weaknesses in policies and procedures relating to the conduct of accounting services. In 2002, another quality review of the Firm's policies, practices, and procedures was conducted. The reviewers made an independent assessment of the Firm's quality control policies and procedures and inspected the working papers and reports on a representative sample of accounting and auditing engagements. The Firm's administrative fries and records were also reviewed and our professional personnel interviewed. After thorough study of the Firm's procedures and work practices, the reviewers concluded that our firm complies with the stringent quality control standards., established by the American Institute of CPA's (AICPA). In evaluating the Firm's quality controls, a quality reviewer considers, among other things, what a firm does to ensure it hires only qualified people, that it properly supervises them and provides professional training, that it advances them to responsibilities they are capable of handling and that it provides them with necessary technical resources. CITY OF'DUBLIN Profile of the Firm Using g~idelines established by the AICPA, the reviewers determined that the Firm has an i effective quality control system and that our accounting and auditing work conforms to professional standards. ~'~ Our continued participation in periodic quality reviews and our voluntary membership in the AICPA and California ,Society~of CPAs support the Firm's commitment to quality and our high '~- standards for client service. There have not been any state or federal disciplinary actions taken or pending against the Firm nor have there been any negative federal or state desk review findings to report. The reviewer's report follows. DENNIS E. D~ca~;m CPA JOHN Lz~Ias, CPA STEPHEN C. ~kI. IAMS; CPA ............ E~iIDIO DELCONTE. · ' Cerli~ed ~biic~l£to~t~n: 75 gusine'ss Consultants To the Partners CAPORICCI & LARSON, CPAs Costa Mesa, California We have reviewed the system of quality control 'for the a~counting and auditing practice of Caporicci & Larson, CPAs (the firm) in effect for the year ended December 3!, 2001. A system of quality control encompasses the firm's organizational structure and the policies adopted and procedures established to provide it wit.h reasonable assurance of conforming with professional standards. .The elements of quality control are described in the Statements on Quality Control Standards issued by the American Institute of Certified Public Accountants (AICPA). The design of the system and compliance with it are the responsibility of the firm. Our responsibility is to express an opinion on the design of the system, and the firm's compliance with the system based on our review. Our review was conducted in accordance with standards established by the Peer Review Board of the AICPA. In performing our review, we obtained an understanding of the system of quality control for the firm's accounting and auditing practice. In addition, we tested compliance with the firm's quality control policies and procedures to the extent we considered appropriate. These tests covered the application of the firm's policies and procedures on selected engagements. Because our review was based on selective tests, it would not necessarily disclose all weaknesses in the system of quality control or all instances of lack of compliance with it. Because there are inherent limitations in the effectiveness of any system of quality conurol, departures from the system may occur and not be detected. Also, projection of any evaluation of a system of quality control to future periods is subject to the risk that the system of quality control may become 'inadequate because of chanqes in conditions, or because the degree of compliance with the policies and procedures may deteriorate. In our opinion, the system of quality control for the accounting and auditing practice of Caporicci & Larson, CPAs in effect for the year ended December 31, 2001, has been designed to meet the requirements of the quality control standards for an accounting and auditing practice establi, shed by the AICPA and was complied with during the year then ended to provide the firm with reasonable assurance of conf6rming with professional standards. CITY OF DUBLIN c~! ~'6~i~.~7~ Summary. of Firm's Qualifications Partner,' 'Supervisory_ and Staff Qualifications and Experience The Engagement Team will normally consist' of five individuals who provide a broad business perspective and significant experience in governmental and non-profit auditing. This team will provide access to a wide range of technical capabilities which will provide the City with not only the technical support necessary to perform the audit, but also the broad business background tO interpret findings and observations, to offer effective solutions to issues, and the personal involvement of the partners of the Firm. It is Firm policy to require the Engagement Partner, during the first year of the engagement, to be actively involved in the daily fieldwork. This policy g-uarantees the proper and efficient performance of the audit process, educates the Engagement Partner as to City processes and issues, and provides the City with on-site expertise in the areas of governmental auditing, accounting~ and current developments. The Engagement Team will be led by Nasi Raissian, MBA, CPA a partner of the Firm, who has over fifteen years of audit and business experience. Her diversified background offers the technical qualities required of the governmental and non-profit areas and the necessary Where- with-all to properly evaluate the entire accounting process, develop opportunities to improve the accounting process, and to offer practical business recommendations. The second member of the Engagement Team is Gary M. Caporicci, CGFM, CPA, a partner of i_he Firm. Gary's background includes over thirty years of audit and business experience encompassing both the public and non-profit sectors. Gary, over the years, has been active in the California State Society of Certified Public Accountants' Municipal Accounting Committee where he developed several municipal accounting guidelines, the Municipal Accounting Officers Association, and the GFOA where he serves as a national financial statement reviewer. Gary also teaches municipal accounting courses at a local university. He will serve as Technical Partner. The ffrird member of the Engagement Team is Ahmed BadawL CPA. Mr. Badawi will be the Manager of. the engagement. Mr. Badawi's background includes over six years of accounting and auditing experience. He has participated in the audits of several city and county governments, as wel] as non-profit entities. Mr. Badawi has also assisted several cities in their efforts to publish their CAFRs in compliance with GASB 34. The fourth member of the Engagement Team is Brian Kelly. Mr. Kelly will be the Senior on the engagement. Mr. Kelly's background includes over eight years of accounting and auditing experience including four years with the State Board of Equalization. He has assisted numerous cities in their effOrts to convert to GASB 34. 13 CITY OF DUBLIN Summary o£ Firm's Qualifications The fifth member of the Engagement Team is Eva Kjoss. Ms. Kjoss's background includes over seven years of accounting experience. Ms. Kjoss has participated in several city and county audits. The estimated number of hours each Engagement Team member is scheduled to provide the City during the first audit year is as follows: Nasi Raissfan, CPA, MBA (Engagement Partner) 40 Gary M. Caporicci, CPA, CGFM (Technical Partner) 10 Ahmed Badawi, CPA (Manager) 40 Brian Kelly (Senior) 160 Eva Kjoss (Professional Staff) 140 Administrative Staff 25 Total }[ 415 Each member of the Engagement Team participates in Continuing Education programs offered by the American Institute of Certified Public Accountants and California State Society of Certified Public Accountants and each has met the continuing education requirements for municipalities. The Firm also maintains a comprehensive training program targeted at appropriate professional staff levels. It utilizes in-house developed educational programs, AICPA and California CPA Society educational programs, and on-the-job training. 14 CITY OF DUBLIN Summary of Firm's Qualifications Ahmed Badawi Certified PubticAccountant Manager LengTth of Career . Six yea_rs experience in various accounting related posifions. Professional Experience · Par~al listing of clients with. similar needs as the City: City of Fremont, CA_.' City of Richmond, CA. City of San Leandro, CA. City o£ San Buenavent~a, CA. City of Eureka, CA. City o£ Corona, CA. City 0£ Chula Vista, CA. City of Claremont, CA. City of Oceanside, CA. City of Cypress, CA. City of Ridgecrest, CA. · Has performed numerous Single Audits, ~rahsportation development act audits, and OCJ2v field audi~s. Education · BS Degree in Accounting from the University of Alexandria, Egypt. Continuing Education · Various municipal accounting courses offered by the California State Society of CPAs and local universities including (has met the educational requirements): - Governmental Financial Reporting Standards and Practices. - Yellow BoOk: Government Auditing Standards. - Municipal Accounting. - Single Audit. 19 CITY OF DUBLIN ~ ~7~' ~'"~, Summary of Firm's Qualifications ~ Brian Kelly Senior Length of Career · Eight years experience in various accounting related positions including four years as an auditor for the California State Board of Equalization. Professional Experience · Partial listing of clients with similar needs as the City: City of Menlo Park, CA. Town of Atherton, CA. City of Vallejo, CA. City of Vacavilte, CA. City of San Leandro, CA. City of Fairfield, CA. City of Fremont, CA. City of Los Altos, City of Clayton, C.A. City of Santa Cruz, CA. City of San RafaeI, CA. City of Placerville, CA. Solano County Transportat/on Authority Education · BS De~ee in Accounting from St. Mary's College, Moraga, California. Continuing Education . Various municipal accounting courses offered by the California State Society of CPAs, local universities, and in-house training seminars including (has met the educational requirements): - Governmental Financial Reporting Standards and Practices. - Yellow Book: Government Auditing Standards. - Municipal Accounting. - Single Audit. 20 ~ CITY OF DUBLIN g ~.c~ '7') Summary of Firm's Qualifications Nasi Raissian Certified Public Accountant Engagement Partner Length of Career · Fifteen years experience in various accounting related positions · Two years with the City of Sunnyvale as. the Finance Manager · Seven years with Caporicci & Larson, CPAs Professional Experience · Partial lis~ing of clients: · City of Fairfield, C.A. City of Richmond, C.A. City of Oceanside, C.A.CA. City of Redondo Beach, CA. City of Corona, CA. City of Ceres, C.A. City of Camarillo, CA. City of San Buenaventura, CA. City of Claremont, CA City of Avalon City of Saratoga City of Brawley, CA City of Shafter, CA. City of Cypress CA. County of Modoc~ Alturas, CA. County of Trinity, Weaverville, CA. Avalon Hospital Modoc Community Hospital Orange County Business Council Education · BA Degree in Economics from Midcllebury College, Vermom · MBA Degree in Accounting from National University, California Continuing Education · Various municipal accounffng courses offered by the California State Society of CPA's and local universities including (has met the educational requirements): - Governmental Financial Reporting Standards and Practices - Yellow Book: Government Audi~_ng Standards - Municipal Accounting - Single Audit 17 CITY OF DUBLIN ~ O'~-]-1 ~ ~ Summary of Firm's Qualifications ~ Gary M. Capo~:icci Certified Public Accountant Technical Partner Len~h of Career. · t;v,,r years of diversified business experience with 11 years at Coopers & Lybrand (currendy PriceWaterhouse/Coopers). Certh~ied Public Accountant for the states of California and Texas. Prof~:~zsionat Exverience , Partial listing of dents with similar requirements as the City: City of Sunnyvale, CA. City of Richmond, CA. City of Fremonb CA. City of Valtejo, CA. City of Fairfield, CA. City of VacavilIe, CA. City of Redondo Beach, CA. City of San Leandro, CA. City of Oceanside, CA. City of Corona, CA. Town of Danv~e, CA. City of San Rafael, CA. City of Camarilto, CA. City of Claremont, CA. City of Hermosa Beach, CA. City of San BUenaventura, CA. City of Oakland, CA. City of Placerville, CA. City of Los Altos, CA. City of Ceres, CA. City of Sanger, CA. City of Brawley, CA. OCJP, State of California. City of Reedley, CA. Anaheim Redevelopment Agency, CA. Edt~.cs.~ion · BS Degree in Accounting from Armstrong College, Berkeley, California (1968). Pro£essional Activities · Member, Governmental Accounting and Auditing Committee (7 years). · Past Chairman, C$CPA local committee on Governmental Accounting and Auditing (5 years). · Past national reviewer for the GFOA. ~ Principal writer of various California Committee on Municipal AccoUnting (CCMA) s , Ps_st Co-Chairms_n (2 years) and speaker (5 years) at various CSCPA Governmental Units ::or2:erences. Ras't ma:3nber of the Texas Goverrumental Accounting and Auditing Committee. !rst?uchoz for the CSCPA in areas of governmental and non-profit accounting and :~:3'h;uc~.o~- ]:o~: 't'!'te Arzte::ica:r~ !rsfitute of Certified Public Accountants. . .-~.c.i,'unc.!: ?:?ofessor at Na'.:ionaI University with emphasis on Accounting for Governmental .~.nd .~-~, ,~, ~.,, oft ~ En!:ities, P:'incipies of Auditing, and Advanced Accounting. Cc:::.' ~ !'::.!.!~}.n.g Education ?-z;~4 met the cuzren't ;~;ove:,':?;:,~T~,en.'t:aI CPE educational requirements to perform audits on govern'mental entities. 18 CITY OF DUBLIN Summary of Firm, s Qualifications Eva Kjoss Professional Staff Len~h of Career · Seven years experience in various accounting related positions. Professional Experience · Partial listing of clients with similar needs as the City: County of Contra Costa, CA. City of San RafaeL CA. City of San Mateo, CA. City of Sunnyvale, CA. City of Camarillo, CA. City of Pittsburg, CA. City of Brisbane, CA. City of Walnut Creek, CA. South Bavside System Authority, Redwood City, CA. Suni/ne Transit Agency, Thousand Palms, CA. EducaHon · BS Degree in Business Accounting from University of Phoenix, San Francisco, CA (2002). Continuing Education Continuing Education · Various mtmicipal accounting courses offered by the California State Society of CPAs and local universities including (has met the educational requirements): - Governmental Financial RePorting Standards and Practices. - Yellow Book: Government Auditing Standards. - - Municipal Accounting. - Single Audit. CITY OF DUBLIN Summary of Firm's Qualifications '~']~, Similar Engagements with Other Governmental Entities Of the many governmental audits with s~l~ requirements as the City that we have conducted, we have selected the following governmental engagements for you to contact. Total Staff Governmental Agency_ Hours Scope of Work Date Contact & Telephone # · Town of Danville 420 Financial Audit/Single Audit 1995/ Betty Yu Community Development Agency Financial Audit 1996/ Finance Manager Financing Authority Financial Audit 1997/ (925) 314-3323 Audit Partner - Gary-Caporicci 1998/ Audit Manager - Eileen Cheng 1999/ 2000/ 2001/ 2002/ 2003 · City,o£ San Mateo 700 Financial Audit/Single Audit 2002/ I-Iossein Golesban San Mateo Redevelopment Agency Financial Audit 2003 Financial Services Manager Audit Partner - Steve I_arson GFOA Certification (650) 522-7103 Audit Manager - Eiteen Cheng CSMFO Certification · City o£ Fairfield 1,000 Financial Audit/Single Audit. 2000/ Bob Leiland Fairfield Redevelopment Agency Financial Audit 200~1/ Finance Director Audit Patlner - Gary Caporicci GFOA Certification 2002/ (707) 428-7495 Audit Manager - Brian Ritschel CSMFO Certification 2003 · City of Vacaville 800 Financial Audit/Single Audit 1999/ Ken Campos Vacaville Redeveiopment Agency Financial Audit 2000/ Finance Manager Transportation Development Act Financial Audit 2001/ C707) 449-5118 Audit Partner - Gary Caporicci GFOA Certification 2002/ Audit Manager - Mark McGeady CSMFO Certification 2003 · City of Fremont 800 Financial Audit/Single Audit 2000/ Ray Durant Fremont Redevelopment Agency Financial Audit 2007[/ Accounting Services Manager Audit Partner - Steve Larson GFOA Certification 2002/ (510) 4944776 Audit Manager - Ahmed Badawi CSMFO Certification 2003 We encourage the City to cai1 the individuals listed here to obtain information on the quality of the audits and, more importantly, the ability of the audit staff, CITY OF DUBLIN Summary of Firm's Qualifications GASB 34 - Basic Financial Statements and Management's Discussion and Analysis for State and Local Governments The Firm has assisted the following governmental agencies in their efforts to pubIish their CAFRs in compliance with GASB 34: City ~'; Vacaville County of Contra Costa City of Eureka Cit,' :~f FremOnt Town of Danville City of Sanger City of Ventura City of Oceanside City of Richmond City of Placerville City of Chula Vista City o£ Fairfield City of San Diego City of Vallejo City of Corona City of Santa Cruz City of Vista City of Sunnyvale City of Redondo Beach City of San Rafael City of San Leanclro City of Menlo Park City of Hermosa Beach - City of Hercules City of Brisbane City of Shafter City of Camarillo City of Saratoga City of Claremont In addition, Mr. Caporicci has been serving as instructor for the GFOA, GASB, and California Society of CPAs on GASB 34 training classes. He also presented at the 2000 GFOA National Conference in Chicago, Illinois and authored and instructed a GASB No. 34 course for the California CPA Education Foundation in 2000, 2001, 2002, and 2003. In 2001 and 2002, Mr. Caporicci participated as a member of the Governmental Accounting Standards Board (GASB) Task Force on Deposits and Investment Risks Disclosure. He has also participated on numerous panels and seminar speaking assignments on the subject. Ms. Raissian converted the Citv of Sunnyvale's financial statements into the GASB No. 34 format during her employment with the CiPy of Sunnyvale as its Finance Manager. As you can see, we are sufficientlv knowledgeable about the requirements of GASB 34 and stand ready to assist the City in its efforts to comply with GASB 34. The following page is a letter dated July 12, 2000 received from Mr. 'Tom Allen, Chairman of the GASB commending the City of Corona and our Firm for the effort. 401 Merritt 7. P.O. Box 5116, Norwalk. Connecticut 06856-511§ I 203-847-0700 ext. 200 ? '~ Fax: 203-849-97'14 3.~ ~ 'rOM I_ ALLEN Chairman July 12, 2000 Mayor Jeffrey P. Bennett and City Council Members City of Corona Califomia 815 West Sixth Street Corona, CA 92882 Dear Mayor and Council Members: I recently received a copy of the City of Corona comprehensive annual financial report for the fiscal year ended June 30, 1999. Your city is one of the first governments to have issued financial statements in accordance with the recently issued reporting standard, GASB 'S:tatement 34, Basic Financial Statements---and Management'x Discussion and Analysis--for State and Local Governments. As you know, the Governmental Accounting Standards Board (GASB) sought to improve financial reporting in a number of ways. The GASB believes that the. improvements in reporting cost of services information and the overall financial position of the government to taxpayers, governing boards, and other financial statement users result from the implementation of Statement 34. Therefore, we encouraged early implementation so that this information would be available to those users on a more timely basis. We are extremely pleased, and impressed, by your city's ability to prepare the new financial statements in such a timely fashion. I was particularty impressed with the city's reporting of alt of its infrastructure, and your decision to include info..,zrnafion on the condition assessment of your city streets as called for under the modified approach for reporting infrastructure. Your car!y implementation is a tribute to your outstanding finance director, Elray Konkel, and to Gary Caporicci and his audit firm of Caporicci, Cropper & Larson. I also want to commend you as the city's governing body for supporting the efforts to provide your citizens and other financial statement users, with a more comprehensive reporting of the city's financial operations well in advance of the effective date of the standard. It is my hope that these users of your financial statements will recognize your efforts. Mayor Jeffrey P.-Bennett and Council Members July I2, 2000 Page Two If it is agreeable with you, I would appreciate a list of local media representatives that I could send a letter to encouraging them to recognize the efforts of your city in being one o~' the "pioneers" in improved financial reporting to citizens and other financial statement users. Please provide that list to Mary Milligan at: mmilligan@gasb.org. I look forward to hearing, from you and congratulations for a job ,,veil done. S~erely, ~Tom L. Allen cc: William P. Workman, City Manager Elray H. Konkel, Finance Director. Gary Caporicci, Audit Firm of Caporicci, Cropper'& La-son John C. Whitman, Engineering Firm of Charles Abbott and Associates Tla/lct~erx/bcnnett.do¢. i 25 CITY OF DUBLIN Firm's Approach to the Examination Understanding of Requested Services The City desires an audit and expression of an opinion in accordance with generally accepted accounting principles on the fairness of presentation of its basic financial statements for the years ending June 30, 2004 through 2008. Ali audit work and the resultSng final opirdons and financial reports are to be completed and issued no later than the published time frames as noted in the Requesf For Proposal (the "RFP'q. The audit of these financial statements shalI be conducted in accordance with generally accepted auditing standards as set forth bv the American Institute of Certified Public Accountants, the standards for financial audits set' forth in the U.S. General Accounting Office's Government Auditing Standards, various standards established by the Government Accountirrg Standards Board. The preparation of any financial reports will be consistent with requirements of CSMFO and GFOA certification procedures and guidelines. The City also desires compIiance audits on Measure B activities, MTC activities and the SLTPP. The Firm will review the City's GANN Appropriations Limit calculations for appropriateness and accuracy. The City receives levels of federal financial assistance which requires an audit to be conducted in accordance with the Single Audit Act of 1984, as amended in 1996, and OMB Circular A-133, as amended, relating to compliance with various laws and regulations and proper internal control. Reports are to be issued by the Firm indicating amount of federal financial .assistance, description of the various specific federal assistance programs in which the City participates either directly or as a pass-through agency, degree of compliance with appropriate laws and regulations, quality of the internal control structure, and reportable conditions and findings, if arty. Should any conditions be discovered requiring corrective action, the Firm will provide a detailed ddscription .of the findings and recommended actions as to their resolution. The Firm will submit a letter to management detailing reportable conditions found during the audit. Non-material instances of noncompliance shall be reported in a separate management letter, if appropriate, and any other observations or recommendations determined to be informative to City management. The City also desires the Firm to conduct one TOT audit annually. 27 CITY OF DUBLIN Firm's Approach to the Examination The Firm will be available to provide advice and counsel regarding significant accounting matters during the year. The Firm's Partners and Staff welcome the opportunity to present the financial reports to the City Council and will be ready to respond to questions from the Council and Citizens of the ci . The Firm will retain ail audit workpapers for at least 7 years and make them available for review during normal business hours to individuals specifically authorized by the City. Obi ecfive of O~r Services The basic objective of our audit of the City is to conduct an ex&mination of the financial statements in accordance with generally accepted auditing st~mdards and to express our opinion on the fairness of presentation of such financial statements in conformity with generally accepted accounting principles. Additionally, we believe that ~mother real value of our audit lies in meeS_ng other objectives at no additional cost. The following are other objectives of our services that have important benefits to the City: ·To offer substantive observations and recommendations relating to accounting and operating control policies and procedures. ·To identify opportunities for operating efficiencies and isolate candidate activities for cost reduction opportunities. ·To perform a professional audit in an efficient and effective way to minimize disruption to the office operations. · To offer ongoing advisory services to assist in the running of the operation and implementation of improved operating procedures. The engagement will be conducted within the framework of the Firm's quality control progrmn which includes the use of audit programs, careful planning, use of computerized audit software and internal control evaluation & documentation software, and objective review procedures. On-site staff will use Firm supplied portable IBM compatible computers and printers. CITY OF DUBLIN Firm's Approach t:o t:he Examination Work Plan The work plan has been designed to efficiently and effectveIy address the audit requirements of the City, to perform the audit of the City's financial records in a timely manner with minimal disruptions to office operations, and to meet the Cityfs timeline. We will conduct the necessary audit steps to adequately perform: · Planning of the engagement. · Evaluation of ~he existing internalcon~rol s~ruc~ure. · Determination of de~ee of compliance with laws, regulations, grant provisions, and City approved policies. · Vallidation of account balances. · Determination o£ competency of finance depar~aent staff. · Verification of reasonableness of management estimates. Audit. Approach Our approach ~o performing audit services to ~e City is'based on a ~horough understanding of its business. ~Additionally, our governmental and non-profit audit knowledge assists us in performing the required work with minimum interruption ~o your office operations. We will concentrate on important ma~ers rather than become bogged down in minor details, thus assuring that your audit is performed efficiently, effectively, and in the least amount of ~ne and disruption. We will also review procedures and controls over the accounting process, evaluate the accuracy o~ recorded ~ransacfions, and perform other tests and investigative steps as considered appropriate to render an opinion on the financial statements of the City. Our audit approach will adhere to generally accepted auditing s~andards of the AICPA, the U.S. General AccOunting Office, and the California Sta~e Con~oIler. Assuming the City's £inancial records are in adequate condition and no unusual issues are discovered during the audi~ process, we will issue the fLrst dra~ of the necessary financial reports ~or ~he year ended 1une 30, 2004 no later ~an October 3~, 2004. AdditonatIy, we will issue the first draft o£ ~he vario, us auditors' reports as required by OMB A-133 and the Management Le~er no later fl~an October 31, 2004. l~inal reports will be issued within 5 days a~er the approval ~rom City Management. Members of ~he Firm will be available ~or routine consultation whenever City staff considers i~ necessary. We will review ail financial reports and any findings, observations, etc. with key members o~ the City's management before reports are finalized. We will be available to present the £inancial report, ff desired by ~he City's management. 29 CITY OF DUBLIN Z/O F~'7 '7 i Firm's Approach to the Examination c? Audit Schedule Award of Contract ~- July Interim Audit Procedures: July - Planning and Administration Partner 5 Manager 5 Senior 10 · Review and obtain copies of key work papers of prior audit firm. · Entrance Conference with City Management to discuss audit approach, timing, assistance, and issues· · Review and evaluate the City's accounting and financial reporting. Prepare an overall memo of recommendations, potential issues, and suggestions for improvements. · Prepare overall memo to City confirming audit procedures, timing, and assistance. . Prepare detailed audit work plan and audit programs, audit budget and staffing schedule, list of schedules to be prepared by City staff, and provide to Cii~ Management. July - Internal Control Structure Partner 10 Manager 10 Senior 40 Staff 40 · Meeting with key Finance Division personnel. · Obtain and document understanding of key internal control systems through walk-throughs, interviews of staff, and review of supporting documentation: - Budgeting System. - Revenue, utility bil~ng, accounts receivable, and cash collections. - Purchasing, expenditures, accounts payable, and cash disbursements. - Payroll - Federal Financial Assistance. - Other systems. CITY OF DUBLIN ' 'q/.;~;"~' Firm's Approach to the Examination Audit Schedule (continued) July - Internal Control Strdcture (continued) · Perform statistical testing of the internal control system and evaluate the effectiveness of theCity's systems. Select iarge dollar and random samples of transactions in key operating systems. Sample size to meet required level for determined degree of risk. Review supporting documentation of selected transactions, evaluate adequacy of support and approvals, and conclude on degree of adherence to accuracy and compliance with City policies. · Provide to the City' s management a memo concerning management letter points and identify issues, if any. July - Single Audit Compliance Partner 10 Senior 15 Staff 40 · Obtain or prepare Federal Financial Assistance Schedule. · Perform audit tests of grant programs and compliance with Federal Law and Regulations. Review grant documents, select sufficient nmnber of transactions to test for compliance of Federal General and Specific Requirements. July - Other Audit Tasks Partner 5 Senior 5 Staff 10 · Review m/nutes of City Council meeiings and other key committees. · Coordinate with City staff and ]prepare of all appropriate confirmation requests including: - Bank Accounts. - investment pool accounts. - Accounts receivable. - Federal grants. - Revenue from governmental agencies. 31 CITY OF DUBLIN Firm's Approach to the Examination Audit Schedule (continued) · Coordinate with City staff and prepare o~f all appropriate confirmation requests including (continued): - Bond and'other debts. - Pension pIan. - Attorney letters. - Others, as required. · Hold progress conference with City Management. · Hold exit conference with City Management. October Year end Audit Procedures: Partner 15 Manager 20 Senior 60 Staff 4O · Entrance conference with City Management. · Follow-up on all outstanding confirmations. . Verify and validate account balances by reviewing supporting documentation including invoices, vouchers, council resolutions, minutes, and other documents, as required. · Perform analytical review of revenue and expenditures. Determine reason for material differences between budget and actual. · Perform a search for ur~recorded liabilities by reviewing disbursements.subsequent to Jr_ne 30, testing terms of contractual obligations, and interviewing City staff. · Perform review of subsequent events by discussions with City Management and review of ali minutes of City Council and key committees. · Hold exit conference with City Management. 32 CITY OF DUBLIN ~ ~ 'q' Firm's Approach to the Examination Audit Schedule (continued) O~tober A~adit Reports: Partner 5 Manager .~ 5 Senior 30 Staff 10 Admin 25 · Review drafts of City and Redevelopment Agency, other financial statements, and present audit reports. · Review draft of Single Au&it Reports concerning internal control structure, compliance with Iaws and regulations, and administering of federal financial assistance programs. · Review draft of management letter points. · Present above draft reports to the City Management. Within 5 Final Audit Reports, Financial Statements, Management working days Letter, and Single Audit Reports, and Compliance after approval. Reports delivered. Summary of Professional and Administrative Staff hours for the Year Ending June 30, 2004: Nasi Raissian, CPA, MBA (Engagement Partner) 40 Gary M. Caporicci, CPA, CGFM (Technical Partner) 10 Alamed Badawi, CPA (Manager) 40 Brian Kelly (Senior) 160 Eva Kjoss (Professional Staff) 140 Administrative Staff 25 Total 415 33 Firm's Approach to the Examination Our staff maintains detailed and automated records for all hours worked and costs incurred on an engagement. Should the City desire a distribution of fees by type of service, we would be pleased to provide such a'breakdown in our billings. The Engagement Team will normally conduct its audit efforts during standard business hours of the City. Should any changes be necessary, approval will be obtained from the Finance Division. 34 Professional Fees 35 CITY OF DUBLIN q~ cY~ '~1 ' Professional Fees We are cornmiRed to the performance of a high quality audit at the most reasonable fee level possible, both initially and throughout the engagement. In the interest of developing a long term relationship, we will absorb all costs required to familiarize ourselves with the operations and accounting systems. Additionally, ali Partners will be available to provide advice and consultation as necessary to the City. These costs will also be absorbed by the Firm. Total All-Inclusive Maximum Price For the year ending June 30, 2004 $ 30,450 Total Base Year $ 30,450 For the year ending lune 30, 2005 31,450 For the year ending Jnne 30, 2006 31,410 For theyear ending June 30, 2007 31,400 For the year ending June 30, 2008 31,400 Total Renewal Years 125,660 All-Inclusive Price $ 156,110 Rates by Partner, Supervisor, and Staff For the year ending ~une 30, 2004: Nasi Raissian, CPA, MBA (Engagement Partner) $ 150 40 $ 6,000 Gary M. Caporicci, CPA,. CGFM (Technical Partner) 150 10 1,500 Ahmed Badawi, CPA (Manager) 125 40 5,000 Brian Kelly (Senior) 105 160 !6:800 Eva Kjoss (Professional Staff) 85 140 11,900 Admirdstrative Staff 50 25 1,250 Total 415 42,450 Less Discount (12,000} All-Inclusive Maximum Cost $ 30,450 Detail of rates for subsequent years is included in the section labeled "Schedule of Professional Fees and Expenses." 37 CITY OF DUBLIN ~Q d~,~,q c"~ Professional Fees :~ Discount Because of the importance of your City to our strategic plan, we have discounted our normal ,.. fee structure and will assume ali costs required to familiarize our staff with the City'S operational environment. We strongly believe that the City should not be penalized for introducing new auditors to its operation. This discount in fees, already included in the Alt Inclusive Maximum Price, amounts to: 200~ $ 12,000 2005 2,500 2006 2,0O0 2007 2,000 2008 2,000 Total $ 20,500 i} We believe the above pricing is fair and reasonable to both the City and to the Firm. The above Ali-Inclusive Maximum Price includes all direct and indirect costs including printing, out-of-pocket expenses and an escalation factor for inflat/on. Out of Pocket Expenses All out of pocket expenses will be absorbed by the Firm. Rates for Additional Professional ServiCes we are hesitant to simply state hourly rates, as often times the needs of the client and the specific task directly impact the billing rates for our services. We maintain a policy of flexible billing rates and try to work within client cost-control parameters. However, to provide the City with additional information, the following are our current published billing rates: Partner $ 200.00 Senior Manager $ 150.00 Manager $ 125.00 Senior $ 105.00 Professional Staff $ 85.00 Administrative Staff$ 60.00 38 CITY OF DUBLIN Professional Fees It is Firm policy, duting the term of the audit contract, to match the lowest qualified bid on additional :financial related services.required by the City. Manner of Payment Each Engagement Team member maintains detailed time sheets describing work performed, date of work, and amount of time spent on each task for the Engagement. The Firm will summarize the amount o£ time spent during the month and bill the City based on the hourly rates published in the proposal up to a maximum of 90%. The remaining 10% of the proposal amount will not be due until all final reports are delivered and accepted by the City. Based on our previous experience, the City can anticipate three billings as followS: For interim work ~5 % For year end work 15 At presentation and acceptance of final reports Total 100 % Summary_ We are able to offer Our services at this fee level because: · We possess the necessary experience and technical knowledge to perform an 'effective and efficient audit. · We are very familiar with the accounting requirements of the City through past relationships with similar organizations. · We use a comprehensive advanced planning process involving both our personnel-and the City's key personnel. · We desire' a long-term relationship with the City. In order to maximize the cost/benefit relationship of our services, we will also attempt to identify sigrdficant areas for improvements and cost savings. These observations will be communicated to the City Management. 39 CITY OF DUBLIN' Total Costs of Ail Years ProfessionaI Fees: Partners $ 7,500 $ 3,000 $ 3,000 $ 3,200 $ 3,200 $ 19,900 Manager 5,000 3,750 4,050 4,050 4,050 20,900 Supervisory Staff 16,800 15,750 14,910 14,700 14,700 76,860 Professional Staff 11,900 10,200 10,200 10,200 10,200 52,700 Other - Administrative Staff Support _ 1,250 1,250 1,250 1,250_ 1,250 6,250 Total Professional Fees 42,450 33,950 33,410 33,400 33,400 176,610 Expenses: - Meals and lodging - - - Transportation -' - - Other - Printing Costs __- Total Expenses - - GroTs Charges 42,450 33,950 33,410 33,400 33,400 176,610 Less Discount (12,000) i (2,500) (2,000) (2,000) (2,000) (20,500) Total AlI-InclusiveMaximnmPrice $ 30,450 $ 31,450 $ 31,410 $ 31,400 $ 31,400 $ 156,110 HOURS ~~;*~ .... ~ il Pa~ers 50 20 20 20 20 Manager 40 30 30 30 30 Supe~o~ St~ 160 150 142 140 140 Profession~ Staff 140 120 120 120 120 O~er - Adm~afive S~ff 25 25 25 25 25 Total Hours 415 345 337 335 335 41 Fees by Staff Classification 43 CITY OF DUBLIN. ~ / ~) ? 'p [ Supporting Schedule for year ending June 30, 2004 ] Professional Fees: Partners $ 150 50. $ 7,500 Manager 125 40 5,000 Supervisory Staff 105 160 16,800 Professional Staff 85 140 11,900 Other - Administrative Staff Support 50 25 1,250 Total Professional Fees 415 42,450 Expenses: Meals and lodging Transportation - Other - Printing Total Expenses Gross Charges k 42,450 Less Discount Total Normal ,Audit Costs 45 CITY OF DUBLIN Supporting Schedule for year endingJune 30, 2005 Professional Fees: Parmers $ 150 20 $ 3,000 Manager 125 30 3,750 Supervisory Staff 105 150 15,750 Professional Staff 85 120 10,200 Other - Administrative Staff Support 50 25 ,, 1,250 Total Professional Fees 345 33,950 Expenses: Meals and lodging Transportation Other - Printing Total Expenses Gross Charges I 33,950 Less Discount Total Normal Audit Costs ] $ 31,450 46 CITY OF DUBLIN Supporting Schedule for year ending June 30, 2006 professional Fees: Partners $ 150 20 $ 3,000 Manager 135 30 4,050 Supervisory Staff 105 142 14,910 Professional Staff 85 120 10,200 Other - Administrative Staff Support 50 25 , 1,250 Total-Professional Fees 337 33,410 Expenses: Meals and lodging Transportation - Other - Printing - Total Expenses - Gross Charges 33,410 Less Discount [' (2,000) Total Normal Audit Costs $ 31,410 47 CITY OF DUBLIN Supporting Schedule for year ending June 30, 2007 Professional Fees: Partners $ Manager Supervisory Staff 105 Professional Staff 85 Other - Administrative Staff Support 50 Total Professional Fees 335 33,400 Expenses: Meals and lodging Transportation Other - Printing Total Expenses - Gross Charges [ 33,400 Less Discount ~ Total Normal Audit Costs [ $ 31,400 CITY OF DUBLIN Supporting Schedule for year ending June 30, 2008 Professional Fees: Partners $ 160 20 $ 3,200 Manager 135 30 4,050 Supervisory Staff 105 140 14,700 Pro£essional Staff 85 120 10,200 Other - Adminislrative Sf~f Support 50 25 1,250 Total Professional Fees 335 33,400 Expenses: Meals and lodging Transportation Other - Printing - Total Expenses - Gross Charges Less Discount Total Normal Audit Costs [ $ 31,400 49 No Fee Services 51 ~ ' No Fee Services We offer other services at no additional cost to the City. These other services include: · Providing the City with at least 20 hours o£ additional services in each of the audit years at. no cost to the City. These hours can be used by the City for whatever City Management considers appropriate and consistent with the GAO independence requirements. Some of our clients have asked us to assist in conversions of IT systems, develop financial projections, evaluate proposal on in-sourcing of paramedic services, review compliance with investment policies, evaluate bond offerings from a financial perspective, assist in property and equipment inventorieS, to name only a few of the special projects for which the City may desire assistance. · Providing updates to City finance staff on recent developments in governmental accounting and reporting at no cost to the City. --~". O-Performing compliance audit Procedures on Measure B activities at no cost to the City. · Performing the agreed upon procedures to review the GANN Appropriations Limit calculations at no cost to the .City. · Performing compliance audit procedures on MTC activities at no cost to the City · Providing ongoing advisory services to respond to questions by City staff to assist in the running of City operations and implementation of improved operating pr$cedures at no cost to. the City. 53 55 CITY OF DUBLIN Conclusion A client relationship with the City wilt be of great value to our Firm and we welcome the opportunity to develop a long-term relationship. We are committed to: · Rendering the highest standard of service. · Establishing a long-term working relationship dedicated to meeting the needs of the City. · Assisting the City in operational issues. · Producing a quality end-product. We possess the technicaI qualifications and experience to provide the level of service desired and expected by the City 0f Dublin and stand ready to provide our knowledge and experience for the benefit of your organization. We would like to express our appreciation to the City of Dublin and to its Staff for allowing us the opportunity to submit a proposal to perform professional auditing services. We are available, at your convenience, to discuss any aspects of our proposal. Thank you for allowing us to present our Firm to you. Costa Mesa, California March 25, 2004 57 CITY OF DUBLIN Summary of Firm's Qualifications The Firm maintains an annual training schedule which officially begins in March when ail professional and administrative staff attend a comprehensive in-house training session which includes: · Review of principles of accounting and financial reporting for state and local governments. . Review o£ governmental fund types and account groups. · Review of Internal Control evaluation approaches. · Updates on recent governmental accounting and reporting guidelines. · Review of Single Audit requirements and approaches. · Review of financial audit approaches. · Overview of audit and internal control workpaper techniques. · Review of GASB 34 .reporting requirements. · Review of current issues facing the governmental community. During the year, professional staff are sent to various educational sessions sponsored by the AICPA and California State Society of CPAs, as considered appropriate for the level and need of the individual. These classes include, among others: · Governmental Financial Reporting Standards and Practices. · Yellow Book: Government Auditing Stahdards. · Financial Accounting Standards: Comprehensive Review. · Single Audit. · Governmental Auditing & Accounting Update. · Governmental Accounting Principles. . Comprehensive Review of Generally Accepted Auditing Standards. The Firm also provides monetary incentives for professional staff to attend university programs focusing on governmental accounting. The result of the Firm's training program is the production of a highly educated and competent municipal audit group capable o£ performing an efficient and effective audit for the City. The Team members will continue their professional development practices. The Firm's policy on providing service to our clients includes a commitment to maintairdng continuity of audit personnel. We can not guarantee that our staff will remain with the Firm. However, to encourage our staff to remain with us, we pay competitive wage rates, offer promotional opporturrities, provide state-of-the-art equipment, provide excellent working conditions, provide various benefits such as retirement plans, medical plans, profit sharing programs, educational benefits, and other-such benefits. Additionally, we will guarantee that any staff member assigned to this engagement will return to the City in subsequent years 15 CITY OF DUBLIN Summary of Firm's Qualifications he or she is still with the Firm. We can also guarantee that the two partners will be involved in future years. Continuity of audit, staff is of prime concern to us and because of the hands-on involvement of the partners, we can assure you that 'fUture years' audits will be conducted in an efficient and effective manner with qualified and experienced professionals. The Firm is an Equal Opportunity employer and complies with all Federal and State hiring requirements. The Firm also supports Affirmative Action philosophies and works hard tO provide disadvantaged groups with opportunities for self enhancement. Resumes of each member of the Engagement Team follow. 16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAPORICCI AND LARSON THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Caporicci"and Larson ("Consultant") as of ~,qe--26, 2004. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant 'shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the'Agreement shall prevail. 1.1 Term of Services. The term'of this Agreement shall begin on the date first noted above and shall end on December 31, 2008, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as prOvided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work prOducts required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normallYobserved by a person practicing in ConSultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall, devote such time to the performance of se, vices pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy COnsultant's obligations hereunder. Section 2. COMPENSATION. City shall pay consultant for services rendered pursuant to this agreement at the time and in the manner set forth in Exhibits B. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant Shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement June 28, 1004 Page 1 of 13 ATTACR1M[ENT 2 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, th~ parties further agree that compensation hereunder is intended .to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant Shall submit, invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: [] Sedal identifications of progress bills; i.e., Progress Bil No: 1 for the first invoice, etc.; [] The beginning and ending dates of the billing period; [] A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of' completion; [] At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a bdef description of the work, and each reimbursable expense; [] The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment.. City shall make monthly payments, based on invoices received, for services satiSfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the laSt 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for an~ expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. Consulting Services Ag reement June 28, 1004 Page 2 of 13 In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agree-~ent is modified prior to the submission of such an invoice by a properly exebuted change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are ~ncluded in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7' Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization .from the Contract Administrator, Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or .in connection with-the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance"satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to Consulting Services Agreement June 28, 1004 Page 3 of 13 commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and .provided .evidence thereof to City. Verification of the.required insurance shall be sUbmitted and made part of this Agreement prior to execution. -' 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' COmpensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000:00) per accident. In.the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state, that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior wdtten notice by certified mail, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work,to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal iniury, including death resulting therefrom, and damage to property resulting from activities .contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage, Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed, 11/88) or Insurance Services Office form number GL 0002 (ed. t/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covedng 13road Form Comprehensive General Liability. Automobile coverage shall be at least as broad as insurance Services Office Consulting Services Agreement June 28, 1004 Page 4 of 13 Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance, coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as insurers with respect to each of the following: liability arising out of activities performed 'by or.on behalf of Consultant, including the ~nsured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or'used by 'Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and 'its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be suspended, voided, 'canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self4nsured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall notbe suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written r~otice by certified mail, return receipt requested, has been given to the City. Consulting Services Agreement June 28, 1004 Page 5 of 13 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years.after completion of the Agreement or the work. The City shall have the right to exercise, at the ConsUltant's sole cost and expense; any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Ag reement. 4.4 All Policies Recluirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance poliCY are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its Policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of Consulting Services Agreement June 28, 1004 Page 6 of 13 such insurance are either not commercially available, or that the City's interests are otherwise fully_.~rotected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and · obtain the-approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insu red retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveraqe. In the event that any coverage required by this section' is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible ~opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, atits sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for; Consultant's breach: [] Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; [] Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or [] Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character Consulting Services Agreement June 28, 1004 Page 7 of 13 of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage .to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,' subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times dudng the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control.Consultant only insofar as the results of Consultant's se trices rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the dght to control the means by which Consultant accomplishes services rendered pursuant to this Ag reement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any. compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for em ployer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Coi~sultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law, The laws of the State of California shall govern this Agreement, Consulting Services Agreement Ju ne 28, 1004 Page 8 of 13 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all. laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from'another governmental entity,'Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fisCal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its em ployees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Ol~Dortunib/. Consultant shall not discriminate, on the basis of a person's race, religion, color, national.origin, age, physical or mental handicap or disability, medical condition', marital status, sex, or sexual orientation, 'against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with ali applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimi nation in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provis ~ons of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 60 days' written notice to City and shall include in such notice the reasons for cancellation. in the event of termination, Consultant shall 'be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such corn pensation upon Consultant delivering to City any or all documents, photographs, Consulting Services Agreement June 28, 1004 Page 9 of 13 computer software, video and audio tapes, and other materials provided to Consultant or prepared' by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this ~,greement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have' no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City.shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal corn petence, experience, and specialized personal knowledge Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of.the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein; other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans~ specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete 'the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Consulting Services Agreement June 28, 1004 Page 10 of 13 Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other-documents or materials, in electronic or any other form; that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers~ books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3) years, or for any'longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and .Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time dudng regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State. Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. in the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the No rthern District of California. Consulting Services Agreement June 28, 1004 Page 11 of 13 10.3 Severabiiity. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or.unenforceable, the provisions of this Agreement not so - adjudged shall remain in full 'force and effect. The invalidity in whole or in part of any . provis~on of this Agreement shall not void or affect the 'validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific prevision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10,6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant 'to this Agreement. No-officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants :[hat it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant.to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums pa~d to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence .shall be directed to or through the Contract Administrator or his or her designee. Consulting Services Agreement June 28, 1004 Page 12 of 13 10.10 Notices. Any written notice to Consultant shall be sent to: Stephen L. Larson Caporicci and Larson 180 Grand Avenue, Suite 1365 Oakland, CA 94610 Any written notice to City shall be sent to: Carole A. Perry, Administrative Services Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT Richard C. Ambrose, City Manager Stephen L. Larson, Partner Attest: Kay Keck, City Clerk G:~Audit~Agreements\agreement for audit services 2004.doc Consulting Services Agreement June 28, 1004 Page 13 of 13 EXHIBIT A SCOPE OF SSEVICES Exhibit A - Scope of.Services I. General This. agreement shall cover the required reports for the' fiscal years ending June 30, 2004 through 2008. These audits are to be performed in accordance with the provisions contained in this Exhibit. Further, in accordance with AICPA procedures the City Staff may be required to execute an Engagement Letter, specifying terms and Scope of the audit. The City of Dublin desires the auditor to express an opinion on the fair presentation of its basic financial statements in conformity with generally accepted accounting principles. The audit shall include an examination of all funds of the City of Dublin by Certified Public Accountants duly authorized to practice as such by the State of California. The auditor shall also be responsible for performing certain limited procedures involving required supplementary information required by the Governmental Accounting Standards Board, as mandated by generally accepted auditing standards. Auditor shall prepare all trial balance worksheets and summary schedules including balance sheets, revenues, expenditures, and changes in fund balance for each fund of the City. Data source for the schedules will be the computerized financial statements supplied by the City. Report preparation and necessary editing shall be the responsibility of the Auditor. Auditor shall submit for management review a draft of all reports. The final reports are subject to review by an ad-hoc City Council subcommittee. Auditor shall incorporate as part of the basic proposal meeting time with Staff and the committee for the purpose of discussing the audit or management letter and its conclusions. II. Basic Reports To Be Issued Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue the following:. A. Independent Auditor's ,Report - A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles, based upon an audit of the Basic Financial Statements. The Auditor shall also prepare and deliver a City Council Summary of the Audit l~eport. The City must receive final versions of this report and all schedules prepared by the auditor for the City's Consulting Services Agreement June 28, 2004 Page 1 of 4 EXHIBIT A Comprehensive Annual Financial Report by December 1,st so the-City can meet the filing deadlines for the California Society of Municipal Finance Officers (CSFMO) and Government Finance Office's Association (GFOA) filing deadlines for their annual CAFR award programs. B. A Management Letter which includes findings, statements, observations, opinions, comments, or recommendations related to: (1) Systems of internal control based upon the auditors' understanding of the control structure and assessment of control risk. (2) Compliance with applicable laws and regulations. (3) Accounting systems, functions, procedures and processes especially with regard to cost effectiveness. C. Alameda County Transportation Authority - Measure B Local Distribution Compliance Audit. D. Agreed Upon Procedures Performed Related to the calculation of the Gann Appropriations Limitation. E. Annual Report of Financial Transactions to State Controller, must be prepared and available for City Staff review 10 business days prior to the statutory submittal deadline. F. Annual Street Report to the State Controller, must be prepared and available for City Staff review 10 business days prior to the statutory submittal deadline. IlL Additional Reports Which May Be l~equested Annually .At City Option Due to the fluctuation in the receipt of special grant funds the need for some reports will be based upon whether the City meets the audit threshold for the specific program, and/or whether the City received any funds under the program. A. Single Audit Report of Federal Financial Assistance B. Metropolitan Transportation Commission (MTC) Bicycle / Pedestrian Projects in accordance with the Transportation Development Act (TDA). C. State Transportation Improvement Program. D. Transportation Clean Air Program E. Transient Occupancy Tax Audit of one hotel in.the City of Dublin Consulting Services Agreement June 28, 2004 Page 2 of 4 EXHIBIT A Reports on such other audits or agreed-upon .procedures as may be agreed to in writing and as state_d'in, a supplemental audit agreement. The scope of the study and associated costs shall be approved by City prior to beginning work. Payments for these additional services shall be reimbursed at the rates noted in Exhibit B .of this contract. IV. Number of Copies of Report To Be Produced A) Annual Financial Report - 75 copies B) City Council Summary - 20 copies B) Management Letter - 20 copies C) Measure B Compliance Audit - 20 copies D) 'Gann Limit - 20 copies E) Single Audit, if applicable, 20 bound reports. F) MTC Audit, if applicable, 20 bound reports. G) Transient Occupancy Tax Audit, if applicable, 20'reports H) ST~ and other Grant special audits, if applicable, 20 bound reports. I) State Controllers Report of Financial Transactions - 2 copies J) State Controllers Annual Street Report - 2 copies V. Auditing-Standards To Be Followed The audit shall be performed in accordance with generally accepted auditing standards as set forth by the AICPA "Audits of State and Local Governmental Units" and publications of the Governmental Accounting Standards Board. As applicable, the provisions of the Single Audit Act of 1984 and the provisions of U. S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments shall also be addressed. VI. Special Considerations 1. The City of Dublin has been awarded the Government Finance Officers Association of the United States and Canada (GFOA) Certificate of Achievement for Excellence in Financial Reporting Outstanding Financial Reporting Programs for thirteen consecutive years. The City of Dublin anticipates that it will continue to send its' comprehensive annual financial report to GFOA and CSFMO for review in their CAFR award programs. The Auditors shall ensure that the format of reports shall allow the City to continue'to meet the requirements in effect for each year for .these programs. This also requires that the Auditor ensure that the audit report and financial statements are complete by December 1 st of each year. The AuditOr shall also assist with developing responses to any comments or deficiencies noted by GFOA and CSFMO. Consulting Services Agreement June 28, 2004 Page 3 of 4 EXHIBIT A 2. Due to potential development projects, the City of Dublin currently anticipates that during, the term of this agreement, it may prepare one or more official statements in connection with the sale of debt securities. The Fin~_iicin~ documents may contain the general purpose financial statements and the auditor's report thereon. The auditor shall be required, if requested by the fiscal advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." VII. Assistance To 'Be Provided By The City City Staf£will be available, during the audit to assist the auditor by providing information, documentation and explanations. City Staff will type the necessary confirmation letters prepared by'the Auditor. VIII. Auditor Staffing An integral part of this agreement is the assignment and use of Audit staff who possess a significant level of experience performing governmental audits. Caporicci and Larson shall assure that the Engagement Parmer, Technical Partner, Manager and Senior are activ.ely involved in the completion of the field work as stated in the Proposal dated March 25, 2004. For Fiscal Year 2003-2004 Audit the audit team shall include Nasi Raissian as Engagement Parmer, Gary Caporicci as Technical Partner, Ahmed Badawi as Manager and and Brian Kelly as Senior. Any proposed changes to the staffing of these positions in future years shall be subject to the review and approval of the City. G:~Audit~Agreements\agreement for audit services 2004.doc Consulting Services Agreement June 28, 2004 Page 4 of 4 EXHIBIT A PAYMENT SCHEDULE Fiscal Year Ended June 30th Reports --. 2004 2005 2006 2007 2008 City Audit, including CAFR and $26,450 $27,450 $27,410 $27,400 $27,400 Management Letter Measure B Audit Report no cost no cost no cost no cost no cost Gann Limit Review Report no cost no cost no cost no cost no cost State Controller's Report 2,500 2,500 2,500 2,500 2,500 Annual Street Report 1,500 1,500 1,500 1,500 1,500 Total $30,450 $31,450 $31,410 $31,400 $31,400 Optional Reports To Be Requested at City Option Single Audit $1,000 $1,000 $1,000 $1,000 $1,000 MTC or Transportation Clean Air no cost no cost no cost no cost no cost STIP 500 500 500 500 500 Transient Occupancy Tax Audit 3,000 3,000 3 000 3.000 3,000 Total $4,500 $4,500 $4,500 $4,500 $4,500 The City shall pay the Auditor the payment due under this contract as the audit work is completed and within 30 days of receipt of invoices from the Auditor. The payment for services may be billed and paid for as the work progresses. A 10% retention may be withheld.by the City for all amounts invoiced until the City has received the final copies of the reports noted above. Reports on such other audits or agreed-upon procedures as may be agreed to in writing and as stated in a supplemental audit agreement. The scope of the study and associated costs shall be approved by City prior to beginning work. Payments for these additional services shall be reimbursed at the hourly rates listed below: Fiscal Year Ended June 30th Rates by Staffing Level 2004 2005 2006 2007 2008 Partner $200 $205 $210 $215 $220 Senior Manager $150 $155 .$160 $165 $170 Manager $125 $130 $135 $140 $145 Senior $105 $110 $115 $120 $125 Professional Staff $85 $90 $95 $100 $105 Administrative Staff $60 $65 $70 $75 $80 g:\audit\agreements\payme nt schedule.xls