REQUEST FOR PROPOSALS
Sealed proposals must be received before 11:00 AM on Thursday, March 28, 2013, by
Purchasing of the City of Santa Clarita, 23920 Valencia Boulevard, Suite 120, Santa
Clarita, California, 91355-2196, for the acquisition of:
AS-12-13-25
PROFESSIONAL AUDITING SERVICES
Specifications for this proposal may be downloaded from the City’s Purchasing website
at www.santa-clarita.com/purchasing. Please refer to specifications for complete details
and bid requirements.
The specifications in this notice shall be considered a part of any contract made
pursuant thereto.
Purchasing
(661) 286-4193
CITY OF SANTA CLARITA
REQUEST FOR PROPOSAL SCHEDULE
PROPOSAL # AS-12-13-25
PROPOSAL ARE DUE BEFORE: 11:00 A.M., March 28, 2013
The City of Santa Clarita invites sealed proposals for:
PROFESSIONAL AUDITING SERVICES
1.
Return original of Proposal to:
City of Santa Clarita
Purchasing
23920 Valencia Blvd., Suite 120
Santa Clarita, CA 91355-2196
2.
Prices shall be D.D.P. Destination or for the service rendered.
3.
Proposer shall honor proposal prices for sixty (60) days or for the stated contract period,
whichever is longer.
4.
Proposals must include this Proposal form and be signed by the contractor's authorized
representative. This signature acknowledges the proposer has read and understands the
requirements contained on pages 1 to 33, and Attachments A and B.
5.
The last day for questions will be 5:00 PM, March 18, 2013
6.
The contractor is responsible for the accuracy and completeness of any solicitation form
not obtained directly from the City.
PROPOSER TO READ
I have, read, understood, and agree to the terms and conditions on all pages of this proposal. The
undersigned agrees to furnish the commodity or service stipulated on this proposal as stated above.
Company:
Address:
Name (Print):
Signature:
Company Phone No.:
Title of Person Signing Bid:
RFP # AS-12-13-25
1
A.
PROPOSAL INSTRUCTIONS
1.
Submitting Proposals. (a) The proposal response must be submitted on this form and include the
notice, Request for Proposal Schedule, and all forms or information included in or required by
Section C, Statement of Work and Format, (attachments accepted) in a sealed envelope with the
wording “Proposal”, proposal number and closing date marked on the outside. (b) All
documentation of unit pricing or other cost breakdowns as outlined in this proposal must be
submitted to support the total proposal price. (c) Proposals/corrections received after the closing
time will not be opened. The City will not be responsible for proposals not properly marked and
delivered. Upon award, all submissions become a matter of public record.
2.
Alternatives. Any changes or alternatives must be set forth in a letter attached to this proposal.
The City has the option of accepting or rejecting any alternative proposal.
3.
Currency. All references to dollar amounts in this solicitation and in contractor's response refer to
United States currency. Payment will be made in United States currency.
4.
Preparation. All proposals must be typed or written in black ink except signatures. Errors may be
crossed out and corrected in ink, then initialed in ink by the person signing the proposal. In
compliance with Resolution 93-9, all proposals and attachments must be submitted double-sided
on recycled paper.
5.
Environmentally Preferable Purchasing. The City of Santa Clarita being fully aware of the limited
nature of our resources and the leadership role government agencies have, supports the
Environmentally Preferable Purchasing (EPP) program. With changes in technology and
industries occurring rapidly it is frequently difficult to be aware of the latest innovations.
Therefore, it is the intent of the City of Santa Clarita to seek out those products which result in
less energy usage, least impact on natural resources and greatest reuse of post-industrial and
post-consumer material. Bidders are strongly encouraged to offer products and services meeting
these criteria and point out those specific aspects or features in their bid. In accordance with
Public Contract Code 22152 bidders are required to certify in writing the minimum, if not exact,
percentage of postconsumer materials in the products, materials, goods, or supplies, offered or
sold.
6.
Failure to Submit Proposal. Your name may be removed from the mailing list if the City receives
no response to this proposal.
7.
Taxes, Charges and Extras. (a) Proposer must show as a separate item California State Sales
and/or Use Tax. (b) The City is exempt from Federal Excise Tax. (c) Charges for transportation,
containers, packing, etc. will not be paid unless specified in proposal.
8.
Awards. The City may make an award based on partial items unless the proposal submitted is
marked "All or none." Contractor selection is based upon multiple award criteria as specified in
Section C, Statement of Work and Format. The results of the bid will be posted on the City’s
website at www.santa-clarita.com/purchasing normally within 24 hours.
9.
Cooperative Bidding. Other public agencies may be extended the opportunity to purchase off this
bid with the agreement of the successful contractor(s) and the City of Santa Clarita. The lack of
exception to this clause in contractor's response will be considered agreement. However, the
City of Santa Clarita is not an agent of, partner to or representative of these outside agencies and
is not obligated or liable for any action or debts that may arise out of such independently
negotiated "piggy-back" procurements.
10.
Default. In case of default by the contractor of any of the conditions of this proposal or contract
resulting from this proposal, the contractor agrees that the City may procure the articles or
services from other sources and may deduct from the unpaid balance due the contractor, or
RFP # AS-12-13-25
2
PROPOSAL INSTRUCTIONS (continued)
collect against the bond or surety, or may invoice the contractor for excess costs so paid, and
prices paid by the City shall be considered the prevailing market price at the time such purchase
is made.
11.
Assignment. No assignment by the contractor of contract or any part hereof, or of funds to be
received hereunder, is binding upon the City unless the City gave written consent before such
assignment.
12.
Sub contractors. The Proposer must list any subcontractors that will be used, the work to be
performed by them, and total number of hours or percentage of time they will spend on the
project.
13.
Protection of Resident Workers. The City of Santa Clarita actively supports the Immigration and
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Under the INA, employers may hire only persons who may
legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to
work in the U.S. The employer must verify the identity and employment eligibility of anyone to be
hired, which includes completing the Employment Eligibility Verification Form (I-9). The
Contractor shall establish appropriate procedures and controls so no services or products under
the Contract Documents will be performed or manufactured by any worker who is not legally
eligible to perform such services or employment.
14.
Termination. The City may terminate any service or requirement contract, with or without cause,
either verbally or in writing any time.
15.
Indemnification. The bidder is required to indemnify and hold the City harmless from and against
any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or
liability, arising out of any agreement entered into between the parties. Should the City be
named in any suit, or should any claim be brought against it by suit or otherwise, whether the
same be groundless or not, arising out of this Agreement, or its performance, the bidder must
defend the City (at the City’s request and with counsel satisfactory to the City) and indemnify the
City for any judgment rendered against it or any sums paid out in settlement or otherwise.
16.
Bonds. When deemed necessary by the City, bid bonds shall be furnished by all proposers in the
amount of at least 10% of the total value of the bid to guarantee that proposers will enter into
contract to furnish goods at prices stated. The bonding company must be listed on Treasury
Circular 570 and licensed to operate in the state of California. Likewise, a Performance Bond
shall be required of the successful proposer when stated in the specification (cash deposit,
certified or cashier's check or money order may be substituted in lieu of either bond).
17.
Insurance. For contracts involving services the City requires insurance. Proof of insurance shall
be provided by using an ACORD certificate of insurance and shall be provided prior to contract
signing. Insurance shall be “Primary and Non-Contributory” and must name the “City of Santa
Clarita” as an additional insured. The certificate shall list coverage for General Liability (limit of
$1,000,000 CSL or $1,000,000 per occurrence with a $2,000,000 aggregate), Auto Liability (limit
of $1,000,000), and Worker’s Compensation (statutory requirement). For professional services,
Professional Liability with a limit of $1,000,000 may also be required. Insurance shall not be
cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.
Specific insurance requirements will be set forth in any contract awarded to a proposer.
18.
Payment. (a) Proposer shall state payment terms offered. (b) Payment will be made on the pay
period after receipt and acceptance of goods and/or services and upon using department
confirmation of such acceptance.
RFP # AS-12-13-25
3
PROPOSAL INSTRUCTIONS (continued)
19.
On-Site Inspection. When deemed necessary by the City, an on-site inspection date and time will
be so designated. Proposer is responsible for inspecting and understanding the total scope of
the projects (i.e., specifications, quality, and quantity of work to be performed.)
20.
Specifications. Materials differing from stated specifications may be considered, provided such
differences are clearly noted and described, and provided further that such articles are
considered by a City official to be in all essential respects in compliance with the specifications.
21.
Brand Names. The use of the name of a manufacturer, or any specific brand or make, in
describing any item contained in the proposal does not restrict proposers to the manufacturer or
specific article, this means is being used simply to indicate a quality and utility of the article
desired; but the goods on which proposals are submitted must in all cases be equal in quality and
utility to those referred to. This exception applies solely to the material items in question and does
not supercede any other specifications or requirements cited. Documentation of equivalency
must be submitted with the bid.
At a minimum the documentation must demonstrate equivalency in form, fit, function, quality,
performance and all other stated requirements. The City is final determiner of equivalency.
Exception is made on those items wherein identical supply has been determined a necessity and
the notation NO SUBSTITUTE has been used in the specifications.
22.
Proposal Rejection. The City reserves the right to reject any or all proposals and to waive any
informality in any proposal. The City may reject the proposal of any proposer who has previously
failed to perform properly, or complete on time, contracts of a similar nature, or to reject the
proposal of a proposer who is not in a position to perform such a contract satisfactorily. The City
may reject the proposal of any proposer who is in default of the payment of taxes, licenses or
other monies due to the City of Santa Clarita. The City reserves the right to reject any or all
proposals and to waive any informality in any proposal.
23.
Addenda. The City will not accept responsibility for incomplete packages or missing addenda. It
is the quoter’s responsibility to contact the project manager, for public projects, or Purchasing
prior to submission of the quote to make certain the package is complete and all required
addenda are included. This information will also be available from the City’s website if the quote
was downloaded.
24.
Price Reductions. If at any time during the life of this contract, the successful proposer reduces
his price or prices to others purchasing approximately the same quantities as contemplated by
this contract, the contract prices must be reduced accordingly, and the contractor/vendor will
immediately notify the Purchasing Agent, City of Santa Clarita.
25.
Contract Pricing. Except as otherwise provided, price proposals must remain consistent through
the term of this contract. The City does not pay “surcharges” of any type unless identified in the
response to this proposal. All costs will be included in the pricing provided to the City.
26.
Non-Appropriation of Funds. The City’s obligation is payable only and solely from funds
appropriated for the purpose of this agreement. All funds for payment after June 30 of the current
fiscal year are subject to City’s legislative appropriation for this purpose. In the event the
governing body appropriating funds does not allocate sufficient funds for the next succeeding
fiscal year’s payments. Then the affected deliveries/services may be (1) terminated without
penalty in their entirety, or (2) reduced in accordance with available funding as deemed
necessary by the City. The City shall notify the Contractor in writing of any such non-allocation of
funds at the earliest possible date.
27.
Safety. Contractor agrees to comply with the provisions of the Occupational Safety and Health
RFP # AS-12-13-25
4
PROPOSAL INSTRUCTIONS (continued)
Act of 1970 (or latest revision), the State of California Safety Orders, and regulations issued
thereunder,
and certifies that all items furnished under this proposal will conform and comply with the
indemnity and hold harmless clause for all damages assessed against buyer as a result of
suppliers failure to comply with the Act and the standards issued thereunder and for the failure of
the items furnished under this order to so comply.
28.
Gratuities. The City may, by written notice to the Contractor, terminate the right of the Contractor
to proceed under this agreement, if it is found that gratuities in the form of entertainment, gifts, or
otherwise were offered or given by the Contractor, or any agent or representative of the
Contractor, to any officer or employee of the City with a view toward securing an agreement or
securing favorable treatment with respect to the award or amending, or the making of any
determinations with respect to the performance of such agreement; provided, that the existence
of the facts upon which the City makes findings shall be in issue and may be reviewed in any
competent court. In the event of such termination, the City shall be entitled to pursue the same
remedies against the Contractor as the City could pursue in the event of default by the
Contractor.
29.
Delivery. Unless otherwise specified, delivery shall be D.D.P., the City of Santa Clarita, site of
user division and contract delivery may begin not later than fifteen (15) calendar days from receipt
of order.
30.
Invoices. Invoices will be forwarded to:
City of Santa Clarita
Accounts Payable
23920 Valencia Blvd. Ste. 120
Santa Clarita, CA 91355-2196
Invoices will reflect the purchase order # and goods or service delivered in accordance with the
terms of the contract. Invoice processing begins on receipt of the material or invoice, whichever
is later.
31.
Proposal Questions. Questions should be forwarded by e-mail to jkillian@santa-clarita.com .
They may also be faxed to on letterhead to (661) 286-4186. or sent on letterhead to:
City of Santa Clarita
Purchasing
23920 Valencia Blvd.
Santa Clarita, CA 91355-2196
The last day for questions will be March 18, 2013, before 5:00 PM.
32.
Renewal. Contracts entered into pursuant to this Invitation to Bid may be renewed annually, up
to two times in accordance with the terms of the contract. If not otherwise stated, the contract
may be renewed if the new pricing of the contract does not change more than the Consumer
Price Index - All Urban Consumers (not seasonally adjusted), Los Angeles Area-RiversideOrange county area and prevailing wage rates, if applicable. Price adjustments may be
increases or decreases as appropriate and must be requested at least 90 days prior to the
expiration/renewal of the contract. The index level for the month preceding the month of
solicitation advertisement will become the beginning index. The price adjustment limit will be the
percentage change based on the difference between the beginning level or the adjustment level
last used and the index level for the period 90 days prior to the expiration of the contract. If not
renewed prior to the anniversary date, the contract may continue on a month to month basis until
renewed or awarded to a new contractor.
RFP # AS-12-13-25
5
B.
TERMS AND CONDITIONS
The solicitation, proposer’s response and the Purchase Order (and Contract for services) constitute the
entire agreement between the contractor and the City of Santa Clarita (City) covering the goods (including
services) described herein (the “goods”). Time is of the essence.
1.
Shipment and Inspection. The terms and routing of shipment shall be as provided on the
Purchase Order or as otherwise directed by the City. City may revise shipping instructions as to
any goods not then shipped. City shall have the right to inspect any or all of the goods at
contractor’s place of business or upon receipt by City at City’s election, which right shall be
exercisable notwithstanding Buyer’s having paid for the goods prior to inspection. City, by reason
of its failure to inspect the goods, shall not be deemed to have accepted any defective goods or
goods which do not conform to the specifications therefore, or to have waived any of City’s rights
or remedies arising by virtue of such defects or non-conformance. Cost of inspection on
deliveries or offers for delivery, which do not meet specifications, will be for the account of the
contractor.
2.
Risk of Loss. Not withstanding any provision hereof to the contrary, title to, and risk of loss of, the
goods shall remain with the contractor until the goods are delivered at the D.D.P. point specified
in this Contract, or if no such point is specified, then, when the goods are delivered to the City.
However, if the goods are of an inflammable, toxic or otherwise dangerous nature, contractor
shall hold City harmless from and against any and all claims asserted against City on account of
any personal injuries and/or property damages caused by the goods, or by the transportation
thereof, prior to the completion of unloading at City’s receiving yard.
3.
Warranties. Contractor warrants to and covenants with the City as follows: contractor will deliver
to City title to the goods free and clear of all security interest, liens, obligations, restrictions or
encumbrances of any kind, nature or description, the goods shall be free from defects in material
and/or workmanship; unless otherwise specified on the Purchase Order, the goods shall be new
and not used or reconditioned; the goods and their packaging shall conform to the description
thereof and/or specifications therefore contained in this Contract. In placing this Contract, City is
relying on contractor’s skill and judgment in selecting and providing the proper goods for City’s
particular use. The goods shall be in all respects suitable for the particular purpose for which
they are purchased and the goods shall be merchantable. Contractor shall indemnify and save
and hold City harmless from and against any and all damages, losses, demands, costs and
expenses arising from claims by third parties for property damage, personal injury or other losses
or damages arising from contractor’s breach of its obligations hereunder.
4.
Remedies. In the event of contractor’s breach of this Contract, City may take any or all of the
following actions, without prejudice to any other rights or remedies available to City by law: (a)
require contractor to repair or replace such goods, and upon contractor’s failure or refusal to do
so, repair or replace the same at contractor’s expense: (b) reject any shipment or delivery
containing defective or nonconforming goods and return for credit or replacement at contractor’s
option; said return to be made at contractor’s cost and risk: (c) cancel any outstanding deliveries
hereunder and treat such breach by contractor as contractor’s repudiation of this Contract. In the
event of City’s breach hereunder, contractor’s exclusive remedy shall be contractor’s recovery of
the goods or the purchase price payable for goods shipped prior to such breach.
5.
Force Majeure. For the purposes of this Contract, an event of “force majeure” shall mean any or
all of the following events or occurrences, strikes, work stoppages, or other labor difficulties; fires,
floods or other acts of God; transportation delays; acts of government or any subdivision or
agency thereof; failure or curtailment of power supply in the Pacific Southwest power grid; or any
other cause, whether or not similar to the causes or occurrences enumerated above; in all cases,
which are beyond the control of the party claiming the occurrence of a force majeure event and
RFP # AS-12-13-25
6
which delays, interrupts or prevents such party from performing its obligations under this
Contract. Notwithstanding any provision hereof to the contrary, the reduction, depletion, shortage,
curtailment or cessation of contractor’s supplies or reserves or any other supplies or materials of
contractor shall not be regarded as an event of force majeure. The party affected by a force
majeure event shall give notice thereof to the other party within ten days following the occurrence
thereof and shall apprise the other party of the probable extent to which the affected party will be
unable to perform or will be delayed in performing its obligations hereunder. The affected party
shall exercise due diligence to eliminate or remedy the force majeure cause and shall give the
other party prompt notice when that has been accomplished. Except as provided herein, if
performance of this contract by either party is delayed, interrupted or prevented by reason of any
event of force majeure, both parties shall be excused from performing hereunder while and to the
extent that the force majeure condition exists, after which the parties’ performance shall be
resumed. Notwithstanding the foregoing, within five days following contractor’s declaration of a
force majeure event which prevents its full and/or timely delivery of goods hereunder, City may, at
its option and without liability (a) require contractor to apportion among its customers the goods
available for delivery during the force majeure period; (b) cancel any or all delayed or reduced
deliveries; or (c) cancel any outstanding deliveries hereunder and terminate this Contract. If City
accepts reduced deliveries or cancels the same, City may procure substitute goods from other
sources in which event this contract shall be deemed modified to eliminate contractor’s obligation
to sell and City’s obligation to purchase such substituted goods. After cessation of a force
majeure event declared by contractor, contractor shall, at City’s option but not otherwise, be
obligated to deliver goods not delivered during the force majeure event. After cessation of a
force majeure event declared by City, neither party shall be obligated to deliver or purchase
goods not so delivered and purchased during the force majeure period.
6.
Patents. It is anticipated that the goods will be possessed and/or used by City. If by reason of
any of these acts a suit is brought or threatened for infringement of any patent, trademark, trade
name or copyright with regard to the goods, their manufacture or use, contractor shall at its own
expense defend such suit and shall indemnify and save and hold City harmless from and against
all claims, damages, losses, demands, costs and expenses (including attorney’s fees) in
connection with such suit or threatened suit.
7.
Compliance with Law. Contractor warrants that it will comply with all federal, state, and local
laws, ordinances, rules and regulations applicable to its performance under this Contract,
including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Equal
Employment Opportunity Clause prescribed by Executive Order 11246 dated September 24,
1965 as amended, and any rules, regulations or orders issued or promulgated under such Act
and Order. Contractor shall indemnify and save and hold City from and against any and all
claims, damages, demands, costs and losses which the City may suffer in the event that
contractor fails to comply with said Act, Order, rules, regulations or orders. Contractor further
warrants that all goods sold hereunder will comply with and conform in every respect to the
standards applicable to the use of such goods under the Williams-Steiger Occupational Safety
and Health Act of 1970, as amended, and any regulations and orders issued thereunder. Any
clause required by any law, ordinance, rule or regulation to be included in a contract of the type
evidenced by this document shall be deemed to be incorporated herein. Where permits and/or
licenses are required for the prescribed material/services and /or any construction authorized
herein, the same must be first obtained from the regulatory agency having jurisdiction there over.
8.
Reports, Artwork, Designs etc.:
(a) If the goods are to be produced by contractor in accordance with designs, drawings or
blueprints furnished by City, contractor shall return same to City upon completion or cancellation
of this Contract. Such designs and the like shall not be used by contractor in the production of
materials for any third party without City’s written consent. Such designs and the like involve
valuable property rights of City and shall be held confidential by contractor.
RFP # AS-12-13-25
7
(b) If the Contract results in the creation of artwork, designs or written products, including but not
limited to, books, reports, logos, pictures, drawings, plans, blueprints, graphs, charts, brochures,
analyses, photographs, musical scores, lyrics, will be considered works for hire and the contractor
expressly transfers all ownership and intellectual property rights including copyrights to the City
by signing the contract. Such works and the like shall not be used by contractor in the conduct of
any business with any third party without the City’s written consent.
(c) Unless otherwise agreed herein, contractor at its cost shall supply all materials, equipment,
tools and facilities required to perform this Contract. Any materials, equipment, tools, artwork,
designs or other properties furnished by City or specifically paid for by City shall be City’s
property. Any such property shall be used only in filling orders from City and may on demand be
removed by City without charge. Contractor shall use such property at its own risk, and shall be
responsible for all loss of or damage to the same while in contractor’s custody. Contractor shall
at its cost store and maintain all such property in good condition and repair. City makes no
warranties of any nature with respect to any property it may furnish to contractor hereunder.
9.
Governing Law. The Purchase Order and this Contract between the parties evidenced hereby
shall be deemed to be made in the State of California and shall in all respects be construed and
governed by the laws of that state.
10.
Miscellaneous.
(a) The waiver of any term, condition or provision hereof shall not be construed to be a waiver of
any other such term, condition or provision, nor shall such waiver be deemed a waiver of a
subsequent breach of the same term, condition or provision.
(b) Stenographic and clerical errors, whether in mathematical computations or otherwise, made
by City on this Contract or any other forms delivered to contractor shall be subject to correction.
(c) On the issue of primacy in disagreements in bid responses, words shall hold over numbers
and unit prices shall hold over extended prices.
(d) City may, upon notice of contractor and without liability to City, cancel this Contract and any
outstanding deliveries hereunder, (1) as to standard products of contractor not then shipped
hereunder, at any time prior to shipment, or (2) if (A) a receiver or trustee is appointed to take
possession of all or substantially all of contractor’s assets, (B) contractor makes a general
assignment for the benefit of creditors, or (C) any action or proceeding is commenced by or
against contractor under any insolvency or bankruptcy act, or under any other statute or
regulation having as its purpose the protection of creditors, or (D) contractor becomes insolvent
or commits an act of bankruptcy. If an event described in (2) of this section occurs. City may at
City’s sole election pay contractor its actual out-of-pocket costs to date of cancellation, as
approved by City, in which event the goods shall be the property of City and contractor shall
safely hold the same subject to receipt of City’s shipping instructions.
11.
Non-Collusion. By submitting a bid, bidder certifies they have not divulged, discussed or
compared their bid with other bidders, nor colluded with any other bidders or parties for invitation
to bid.
RFP # AS-12-13-25
8
C.
STATEMENT OF WORK AND FORMAT
The City of Santa Clarita (City) requests proposals for the following purpose according to the terms and
conditions attached. In the preparation of this Request for Proposal the words "Bidder", "Contractor", and
"Consultant" are used interchangeably.
1.
Introduction:
The City is requesting proposals from qualified certified public accountant firms to audit its financial
statements.
These audits are to be performed in accordance with generally accepted auditing standards, the
standards set forth for financial audits in the General Accounting Office’s (GAO) Government
Auditing Standards (2011), and the provision of the Federal Single Audit Act Amendments of
1996 and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local
Governments, and Non-Profit Organizations. In addition, the requirements of the Government
Finance Officers Association Certificate of Achievement of Excellence in Financial Reporting
must be met.
There is no expressed or implied obligation for the City to reimburse responding firms for any
expenses incurred in preparing proposals in response to this request.
During the evaluation process, the City reserves the right, where it may serve the City’s best interest,
to request additional information or clarification from proposers, or to allow corrections of errors or
omissions. At the City’s discretion, firms submitting proposals may be requested to make oral
presentations as part of the evaluation process.
The City reserves the right to retain all proposals submitted and to use any idea(s) in a proposal
regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by
the firm of the conditions contained in this request for proposals, unless clearly and specifically noted
in the proposal submitted and confirmed in the contract between the City and the firm selected.
It is anticipated the selection of a firm will be completed by April 23, 2013. Following the notification
of the selected firm, we expect a contract will be executed between both parties by May1, 2013.
The proposal package shall present all inclusive audit fees for each year of the contract term.
2.
Proposal Schedule: The following is a tentative schedule of events:
EVENT
Solicitation publication
Last day for questions
Return of proposals
Evaluations of proposals
Interviews
Recommendation to awarding body
3.
DATE
February 27, 2013
March 18, 2013
March 28, 2013
April 1-5, 2013
April 8-11, 2013
April 23, 2013
Background:
a)
Financial Information
The City is a General Law City in the State of California, and is located 35 miles northwest of
downtown Los Angeles and 40 miles east of the Pacific Ocean. The City was incorporated on
December 15, 1987 and operates under a council-manager form of government. The City is a
RFP # AS-12-13-25
9
community consisting of approximately 61 square miles with an estimated population of 203,000.
The City government is divided into seven departments: Administrative Services, City Manager’s
Office, Community Development, Parks, Recreation and Community Services, Public Safety,
Public Works and Non-Departmental.
Santa Clarita operates as a "contract city" primarily utilizing contracts with other government
entities, private firms and individuals to provide many traditional municipal services to the
community. Contracted services include Police, Fire, City Attorney, and Animal Control.
The City’s total appropriation for FY 2012-13 is $183 million. This is inclusive of $46.6 million
budget for Capital Projects.
The City has a total payroll budget of approximately $42 million covering 369.75 full-time
equivalent employees plus additional part-time and project employees. The accounting and
financial reporting are centralized in the Administrative Services Department.
More detailed information about the government and its finances can be found on the City’s
website at www.santa-clarita.com.
b)
Fund Structure
The City uses the following fund types in its financial reporting:
Fund Type
General Fund
Special Revenue Funds
Debt Service Funds
Capital Project Funds
Internal Service Funds
Enterprise Funds
Agency Funds
General Fixed Assets Acct. Group
General Long-Term Debt Acct. Group
c)
Number of
Individual
Funds
1
27
3
2
4
1
2
1
1
Component Units
The City is defined, for financial reporting purposes, in conformity with Governmental
Accounting Standards Boards Statement No. 14, Codification of Governmental
Accounting and Financial Reporting Standards, Section 2100. Using these criteria,
component units are included in and are to be part of the City’s financial statements. The
following component unit is included for inclusion in the City's financial statements:
Santa Clarita Public Financing Authority*
*Footnote disclosures only - no financial data
d)
Program Description
During the fiscal year to be audited, the City anticipates receiving the following federal
financial assistance:
Department of Housing and Urban Development - CDBG Programs
U.S. Department of Justice - OCJP, JAG
Department of Labor – WIA
RFP # AS-12-13-25
10
Department of Agriculture - NRCS
US Department of Transportation – FTA, TEA, FHWA, HBRR, STIP, SRTS, HSIP
US Department of Energy - EECBG
The City is a member of the California Public Employees Retirement System (PERS), an agent
multiple-employer public employee retirement system. All full-time and permanent part-time City
employees participate in PERS. The City provides pension benefits for its part-time project
employees through a defined contribution plan.
The City has elected to participate in the Public Agency Retirement Services (PARS) Public
Agencies Post-Retirement Health Care Plan Trust to fund post-employment benefits for its
employees as specified in the City’s policies. This irrevocable, tax exempt trust is established
under Section 115 of the Internal Revenue Code and has a Private Letter Ruling from the IRS.
e)
Budgetary Basis of Accounting
Budgets for the City are prepared on a basis consistent with generally accepted accounting
principles. At fiscal year-end, all budgeted funds that have been encumbered are reviewed,
submitted for approval, and if approved, will be carried over into the following fiscal year.
Capital projects are budgeted on an annual basis. Incomplete capital improvement budget
appropriations are carried over into the following fiscal year.
f)
Administrative Services Department Operations
Darren Hernández is the Deputy City Manager with oversight of seven divisions totaling 51
employees. These divisions consist of:







Administration
Finance
Technology Services
Urban Forestry
Transit
Special Districts
Public Library
City staff members will be made available to assist in the audit. We will prepare any
necessary schedules, provide documents (invoices, checks, council minutes, etc.) and
prepare (type) all confirmations. In addition, we will be available to respond to any
questions which may arise during the audit. The City will also provide the auditor with
reasonable work space, desks and chairs. The auditor will also be provided with access
to a telephone line, photocopying facilities, wi-fi, and fax machines to be used for the
audit.
g)
Computer System
The City’s computerized systems are run on a Local Area Network (LAN). The
accounting functions are computerized using Sungard Pentamation software. The
applications operating on this system are general ledger, fixed assets, accounts payable,
accounts receivable, payroll, human resources, purchasing, cash collections and
budgeting.
4.
Objective(s)/Work Products:
The City reserves the right to select any or all of the products and services included in Sections 4
and 5.
RFP # AS-12-13-25
11
Report preparation, editing, printing, binding and “pdf” formatting (for posting to the City’s website
and emailing to regulatory agencies for the reports listed below.
Additionally, the CAFR shall be printed in color and in compliance with the requirements of the
Government Finance Officers Association for Certificate of Achievement of Excellence in
Financial Reporting award application. An electronic copy of the graphics for the front, back
cover and logo will be provided by the City.
1.
2.
3.
4.
5.
Comprehensive Annual Financial Report (30 copies)
Single Audit Report (10 copies)
AB 2766 Report (10 copies)
Transit Report (10 copies)
Santa Clarita Watershed Recreation and Conservation Authority (SCWRCA) Report
(10 copies)
6. Open Space Preservation District (OSPD) Report (10 copies)
7. Santa Clarita Public Television Authority SCPTA (10 copies)
5.
Work Statement:
a)
Scope of Work
The City desires a Comprehensive Annual Financial Report (CAFR) and its component unit financial
statements for the City of Santa Clarita to be prepared by the independent auditor and be fully
compliant for GASB 34 for the fiscal year ended June 30, 2013 and each of the subsequent years,
June 30, 2014 and 2015 of the audit firm’s contract with the City.
The selected independent auditor will be expected to perform and provide pricing for the following
tasks:
RFP # AS-12-13-25
1.
The auditor shall perform an audit of all funds of the City. The audit shall be
conducted in accordance with auditing standards generally accepted in the
United States of American and Government Auditing Standards, issued by the
Comptroller of the United States. The City’s Comprehensive Annual Financial
Report (CAFR) will be prepared, word processed and printed by the audit
firm. The CAFR will be in full compliance with GASB 34. The audit firm will
render their auditor’s report on the basic financial statements which will include
both Government-Wide Financial Statements and Fund Financial Statements.
The audit firm will also apply limited audit procedures to Management’s
Discussion and Analysis (MD&A) and required supplementary information
pertaining to the General Fund and each major fund of the City.
2.
The auditor shall perform a single audit on the expenditures of federal grants in
accordance with OMB Circular A-133 and render the appropriate audit reports on
Internal Control over Financial Reporting based upon the audit of the City’s financial
statements in accordance with Government Auditing Standards and the appropriate
reports on compliance with Requirements Applicable to each Major Program,
Internal Control over Compliance and on the Schedule of Expenditures of Federal
Awards in Accordance with OMB Circular A-133. The single audit report will include
appropriate schedule of expenditures of federal awards, footnotes, findings and
questioned costs, including reportable conditions and material weaknesses, and
follow up on prior findings where required.
3.
The auditor shall perform agreed-upon auditing procedures pertaining to the City’s
GANN Limit (Appropriations Limit) and render a letter annually to the City regarding
compliance.
12
b)
4.
The auditor shall issue a separate “management letter” that includes
recommendations for improvements in internal control, accounting procedures and
other significant observations that are considered to be non-reportable conditions.
Management letter shall be addressed to the City Manager.
5.
The auditor shall prepare and file the Annual Reports of Financial Transactions to
the State Controller for each year by the due date required by the State Controllers
Office for the City, Transit, and the Santa Clarita Public Financing Authority.
6.
The auditor shall prepare the financial report for the Air Quality Management District
for AB 2766 funds.
7.
The auditor shall prepare the financial report for Transit Enterprise Fund.
8.
The auditor shall prepare the financial report for the Santa Clarita Watershed
Recreation and Conservation Authority (SCWRCA).
9.
The auditor shall prepare the financial report for the Open Space Preservation
District (OSPD).
10.
The auditor shall prepare the financial report for the Santa Clarita Public Television
Authority (SCPTA) bi-annually (Fiscal years 2012-13 and 2013-14).
Auditing Standards
To meet the requirements of this request for proposal, the audit shall be performed in
accordance with generally accepted auditing standards, the standards set forth for financial audits
in the General Accounting Office’s (GAO) Government Auditing Standards (2011), and the
provision of the Federal Single Audit Act Amendments of 1996 and U.S. Office of Management
and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non-Profit
Organizations,. In addition, the requirements of the Government Finance Officers Association
Certificate of Achievement of Excellence in Financial Reporting must be met.
c)
Internal Controls and Compliance Reports
In the required reports on internal controls, the auditor shall communicate any reportable
conditions found during the audit. A reportable condition shall be defined as a significant
deficiency in the design or operation of the internal control structure, which could adversely affect
the organization’s ability to record, process, summarize and report financial data consistent with
the assertions of management in the financial statements. Reportable conditions that are also
material weaknesses shall be identified as such in the report.
Non-reportable conditions discovered by the auditors shall be reported in a separate letter to
management, which shall be referred to in the report on internal controls.
The reports on compliance shall include all instances of non-compliance.
Auditors shall be required to make an immediate, written report of all irregularities and illegal acts
of which they become aware to the City Manager, City Attorney and Deputy City Manager.
Auditors shall assure themselves that the City is informed of each of the following:
1. The auditor’s responsibility under generally accepted auditing standards
2. Significant accounting policies
RFP # AS-12-13-25
13
3.
4.
5.
6.
7.
8.
9.
d)
Management judgments and accounting estimates
Significant audit adjustments
Other information in documents containing audited financial statements
Disagreements with management
Management consultation with other accountants
Major issued discussed with management prior to retention
Difficulties encountered in performing the audit
Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor’s expense, for a minimum of five
(5) years, unless the firm is notified in writing by the City of the need to extend the retention
period. The auditor shall be required to make working papers available, upon request, by the City
or any government agencies included in the audit of federal grants. In addition, the firm shall
respond to the reasonable inquiries of successor auditors and allow successor auditors to review
working papers relating to matters of continuing accounting significance.
Interested proposers who wish to review prior year’s audit reports and management letter can
obtain a PDF copy via email by contacting: jkillian@santa-clarita.com. The City will use its best
efforts to make prior audit reports and supporting working papers available to proposers to aid
their response to this request for proposal. Prior year’s CAFRs are also available on the City’s
website.
e)
Special Consideration
The City has obtained the “Certificate of Achievement for Excellence in Financial Reporting” award
from the Government Finance Officers Association of the United States and Canada. It is the City’s
intention to continue to receive these awards annually and will expect the comprehensive annual
financial report to meet the requirements of this program.
6.
Required Qualifications:
All assigned key professional staff of the firm must be properly licensed to practice in California
and the firm must be independent of the City.
To qualify the firm must have extensive experience in audits of local governments as well as
experience with preparation of Comprehensive Annual Financial Statements in GASB 34 format.
7.
Time Schedule:
a)
Date Audit May Commence
Audit planning, documentation of systems of internal control and compliance and transaction
testing should be completed during interim stage. It is expected that interim audit would take
place in May; the City has reserved May 2013 for the Interim Audit. It is expected the City will
close its books and be ready for the final audit by the beginning of September; the City has
reserved September 2013 for FY 2012-13 Year End Audit.
b)
Date Reports Are Due
The auditor shall provide all drafts and recommendations for improvements to the Deputy City
Manager within a reasonable time period after the last day of field work. The auditor should be
available for any meetings that may be necessary to discuss the draft audit reports. Once all
issues of discussion are resolved, the completed CAFR, component unit financial statement, and
other requested reports shall be delivered to the Deputy City Manager. It is anticipated that this
RFP # AS-12-13-25
14
process will be completed and the final products to be delivered by November 15, 2013.
8.
Response Submittal Requirements.
(a) CONTENTS OF PROPOSAL
Submitted proposals must follow the format outlined below and all requested information must be
supplied. Failure to submit proposals in the required format will result in elimination from proposal
evaluation.
FORMAT
Each proposal must be submitted in two parts:
Part I must relate to the Technical Proposal
Part II must relate to the Cost Proposal
PART I - TECHNICAL PROPOSAL
Cover Letter - Must include the name, address, and telephone number of the company, and be signed by
the person or persons authorized to represent the firm.
Table of Contents - Clearly identify material contained in the proposal by section and page number.
Introduction - This section should contain an executive summary discussing the firm’s qualifications,
relevant experience, location of offices, size of the organization and any general information about the
firm. An affirmative statement should be included verifying the firm and all assigned key professional staff
are properly licensed to practice in California.
Project Analysis - Provide an explanation and interpretation of the problem areas described in this RFP.
Objective, Scope, Nature of Proposed Program - Description of services the firm proposes to provide
including the overall approach to the project.
Quality Control Review Report – The firm must submit a copy of its most recent report external quality
control review, with a statement whether that quality control review included a review of specific
government engagements.
Work Program - Describe the work or tasks to be performed, including sequence of work activities,
dependencies, and significant completion dates for major projects.
Methodology - Describe the type and extent of analytical procedures to be used in the engagement.
Describe the approach to be taken to gain and document an understanding of the City’s internal control
structure and the approach to be taken in determining laws and regulations that will be subject to audit
test.
Project Management - Describe the proposed management structure and a description of how overall
supervision will be provided.
Assigned Personnel - Identify the staff members having primary responsibility for implementing the
proposal. Discuss their professional and academic backgrounds. Provide a summary of similar work they
have previously performed. List the amount of time, on a continuous basis, that each staff member will
spend on this project. Describe the responsibilities and capacity of the technical personnel involved.
Substitution of the partner and/or manager will not be permitted without prior written approval of the City.
RFP # AS-12-13-25
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Schedule - List the proposed schedule of activities, including labor hours and calendar time requirements,
by service.
Program Monitoring - Describe the procedures to be utilized during the project, including a diagram of
workflow, interface points, and major products.
City Resources - Describe the City services and staff resources needed to supplement the firm’s activities
to achieve identified objective(s).
Subcontractors - If subcontractors are to be used, identify each of them in the proposal. Describe the
work to be performed by them and the number of hours or the percentage of time they will devote to the
project. Provide a list of their assigned staff, their qualifications, relationship to project management,
schedule, costs, and hourly rates.
Contractor Capability and References – To qualify the firm must have extensive experience in audits of
local governments as well as experience with preparation of Comprehensive Annual Financial Statements
in GASB 34 format. Please provide three (3) references that are of similar size and scope of audit
services as requested by the City. Include the following information for each reference:
1. Contact name and title;
2. Name of government agency;
3. Address;
4. Telephone and fax numbers;
5. Number of years as a client;
6. Description of services provided including contract amount, when provided and project
outcome.
Alternative Proposals - Provide statements of alternative proposals, if any, labeled "Alternative Proposal
Number One, Alternative Proposal Number Two," etc. The format of each alternative proposal submitted
may be abbreviated to address just the following:
a. Work Program
b. Methodology
c. Assigned Personnel
Conflict of Interest - Address possible conflicts of interest with other clients affected by actions performed
by the firm on behalf of the City. Although the bidder will not be automatically disqualified by reason of
work performed for other parties, the City reserves the right to consider the nature and extent of such
work in evaluating the proposal.
Additional Data - Provide other essential data that may assist in the evaluation of this proposal.
PART II - COST PROPOSAL
The cost proposal should be a separate and detachable item of proposal response.
Name and Address
The Cost Proposal must include the name and complete address of the proposer in the upper, left-hand
corner.
Cost Proposal
The Cost/Price format for the proposal is provided as Attachments A and B.
Charges for supplies, equipment, and subcontractors will be paid at cost. It is expected that general,
overhead, and administrative costs are included in the hourly rate for labor. Proposals submitted will be
held to the total cost given in the response. It will be assumed that all contingencies and/or anticipated
RFP # AS-12-13-25
16
escalations are included. No additional funds will be paid above and beyond the original proposal given
by the selected audit firm.
(b) PROPOSAL SUBMISSION
All proposals must be submitted according to specifications set forth in Section 8 (a) - Contents of
Proposal and this section. Failure to adhere to these specifications may be cause for rejection of
proposal.
I.
Signature. An authorized representative of the bidder should sign all proposals.
II.
Due Date. The proposer shall submit one (1) original and four (4) copies of all materials
of the proposal in a sealed envelope, plainly marked in the upper, left-hand corner with the name
and address of the bidder and the words "Request for Proposal # AS-12-13-25." All proposals
must be received before 11:00 a.m., March 28, 2013, and should be directed to:
Purchasing
City of Santa Clarita
23920 Valencia Blvd. Ste. 120
Santa Clarita, CA 91355-2196
All vendor submittals are requested to be unbound, using clips only.
Late bids/proposals will not be accepted. Any correction or resubmission done by the proposer
will not extend the submittal due date.
It is the intent of the City to contract for the services presented herein for a term of three (3) years.
The City reserves the right to extend the term of this contract for two (2) additional one-year terms
subject to the satisfactory negotiation of terms, including a price acceptable to both the City and the
selected firm, and the annual availability of an appropriation.
III.
Addenda. City may modify the proposal and/or issue supplementary information or
guidelines relating to the RFP during the proposal preparation period of February 27 to March 18.
Proposers are cautioned against relying on verbal information in the preparation of proposal
responses. All official information and guidance will be provided as part of this solicitation or
written addenda.
IV.
Rejection. A proposal may be deemed non-responsive and may be immediately rejected
if:
- It is received at any time after the exact date and time set for receipt of proposals and/or;
- It is not prepared in the format prescribed and/or;
- It is signed by an individual not authorized to represent the firm.
V.
Disposition of Proposals. The City reserves the right to reject any or all proposals. All
responses become the property of the City. One copy of the proposal shall be retained for City
files. Additional copies and materials will be returned only if requested and at the bidder's
expense.
VI.
Proposal Changes. Once submitted, proposals, including the composition of the
contracting team, cannot be altered without the prior written consent of the City. All proposals
constitute an offer to the City and may not be withdrawn for a period of ninety (90) days after the
last day to accept proposals.
VII.
Proposal Evaluation and Contractor Selection. An evaluation panel comprised of
representatives from the requesting department and an outside agency will evaluate all proposals
to determine responsiveness to the RFP. The panel will recommend the selection of the
RFP # AS-12-13-25
17
responsible Proposer whose proposal is most advantageous to the City. Accordingly, the City
may not necessarily make an award to the Proposer with the highest technical ranking nor award
to the Proposer with the lowest Price Proposal if doing so would not be in the overall best interest
of the City.
The overall criteria listed below are listed in relative order of importance. As proposals are
considered by the City to be more equal in their technical merit, the evaluated cost or price
becomes more important so that when technical proposals are evaluated as essentially equal,
cost or price may be the deciding factor.
a)
The firm adheres to the instructions in this request for proposals on preparing and
submitting the proposals.
b)
The firm submits a copy of its last external quality control review report and the firm has a
record of quality audit work.
d)
The firm’s past experience and performance on comparable government engagements.
e)
Thoroughness of approach to conducting the audit of the City and demonstration of the
understanding of the objectives and scope of the audit.
f)
Adequacy of proposed staffing plan for various segments of the engagement.
g)
Commitment to timeliness in the conduct of the audit.
h)
Reasonableness and competitiveness of the fee schedule.
During the selection process, the evaluation panel may wish to interview bidders with scores
above a natural break. The City reserves the right to make a selection solely on the basis of the
proposals without further contact.
RFP # AS-12-13-25
18
D.
SAMPLE Contract
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA AND
Contract No.
This AGREEMENT is entered into this ____ day of ____________ 20___, by and
between the CITY OF SANTA CLARITA, a municipal corporation and general law city
(“CITY”) and [name], [a type of organization] (“CONSULTANT”).
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below; and
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement; and
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed dollars ($ ) for CONSULTANT’s services. CITY may
modify this amount as set forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the
attached Exhibit “ ,” which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit “ ,”
which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT’s services. CITY will notify CONSULTANT
of any deficiencies and CONSULTANT will have fifteen (15) days after such notification
to cure any shortcomings to CITY’s satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked
and hourly rates for each personnel category and reimbursable costs (all as set forth in
RFP # AS-12-13-25
19
Exhibit “ ”) the tasks performed, the percentage of the task completed during the billing
period, the cumulative percentage completed for each task, the total cost of that work
during the preceding billing month and a cumulative cash flow curve showing projected
and actual expenditures versus time to date.
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. ADDITIONAL WORK.
A. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the CITY with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed; and
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT’s own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from to . Unless otherwise
determined by written amendment between the parties, this Agreement will terminate in the
following instances:
A. Completion of the work specified in Exhibit “ .”
B. Termination as stated in Section 15.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 22
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
RFP # AS-12-13-25
20
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT’s
own risk.
10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted
services. If delay occurs, CONSULTANT must notify the CITY within forty-eight hours
(48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with
the Agreement’s schedule. The CITY will extend the completion time, when appropriate, for the
completion of the contracted services.
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
14. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
15. TERMINATION.
A. CITY may terminate this Agreement at any time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY’s mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT’S own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY’s option, become CITY’s property, and CONSULTANT will
RFP # AS-12-13-25
21
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY’s termination under this Section.
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY’s
property. CONSULTANT may retain copies of said documents and materials as desired, but
will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of
CONSULTANT’s completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY’s own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
public CITY without CITY’s prior written approval. All press releases, including graphic
display information to be published in newspapers or magazines, will be approved and
distributed solely by CITY, unless otherwise provided by written agreement between the parties.
18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from
and against any claim, action, damages, costs (including, without limitation, attorney’s fees),
injuries, or liability, arising out of the performance of this agreement by CONSULTANT.
Should CITY be named in any suit, or should any claim be brought against it by suit or
otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this
Agreement, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory
to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in
settlement or costs incurred in defense otherwise.
19. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.
CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s
written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
Revised 1/2011 Page 5 of 10
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
RFP # AS-12-13-25
22
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance Limits
Commercial general liability: $1,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as “additional insureds”
under said insurance coverage and to state that such insurance will be deemed
“primary” such that any other insurance that may be carried by CITY will be
excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10
11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a
“claims made,” basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an “occurrence basis” if such coverage
is available, or on a “claims made” basis if not available. When coverage is
provided on a “claims made basis,” CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain coverage at CONSULTANT’S
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expense and deduct the cost of such insurance from payments due to
CONSULTANT under this Agreement or terminate. In the alternative, should
CONSULTANT fail to meet any of the insurance requirements under this
agreement, City may cancel the Agreement immediately with no penalty.
G. Should CONSULTANT’S insurance required by this Agreement be cancelled at
any point prior to expiration of the policy, CONSULTANT must notify City
within 24 hours of receipt of notice of cancellation. Furthermore,
CONSULTANT must obtain replacement coverage that meets all contractual
requirements within 10 days of the prior insurer’s issuance of notice of
cancellation. CONSULTANT must ensure that there is no lapse in coverage.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative description of
progress during the past month for each major task, a description of the work remaining and a
description of the work to be done before the next schedule update.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Name City of Santa Clarita
Address 23920 Valencia Boulevard., Suite 300
City, State, Zip Santa Clarita, CA 91355
Attention: Attention:
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY’s Conflict of Interest Code (on file in
the City Clerk’s Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to
notify the CITY pursuant to Section 25. NOTICES of any staff changes relating to this
Agreement.
A. In accomplishing the scope of services of this Agreement, all officers, employees
and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be
performing a very limited and closely supervised function, and, therefore, unlikely to
have a conflict of interest arise. No disclosures are required for any officers,
employees, and/or agents of CONSULTANT, except as indicated in Subsection B.
__________________
Initials of Consultant
B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be
RFP # AS-12-13-25
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performing a specialized or general service for the CITY, and there is substantial
likelihood that the CONSULTANT’S work product will be presented, either written
or orally, for the purpose of influencing a governmental decision. As a result, the
following CONSULTANT(S) shall be subject to the Disclosure Category “1” of the
CITY’s Conflict of Interest Code:
______________________ ______________________
______________________ ______________________
27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT’s bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or
CITY’s obligations under this Agreement.
29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is/are ( ) Attachment(s) to this
Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement
and any subsequent successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole,
and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
RFP # AS-12-13-25
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34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and
to engage in the actions described herein. This Agreement may be modified by written
amendment. CITY’s executive manager, or designee, may execute any such amendment on
behalf of CITY.
35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties’ reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
40. PROTECTION OF RESIDENT WORKERS. The City of Santa Clarita actively supports
the Immigration and Nationality Act (INA), which includes provisions addressing employment
eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire
Revised 1/2011 Page 9 of 10
only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.)
and aliens authorized to work in the U.S. The employer must verify the identity and employment
eligibility of anyone to be hired, which includes completing the Employment Eligibility
Verification Form (I-9). The CONSULTANT shall establish appropriate procedures and
controls so no services or products under the Contract Documents will be performed or
manufactured by any worker who is not legally eligible to perform such services or employment.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this contract the day and
year first hereinabove written.
FOR CONSULTANT:
By:
Print Name & Title
Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
By:
City Manager
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
By:
City Attorney
Date:
RFP # AS-12-13-25
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ATTACHMENT A (page1)
AUDIT WORK PRODUCT COST SHEET
Based upon your understanding of the needs as described in the Request for Proposal, your proposed
fees for this engagement are as follows:
Audit Services
2012-13
2013-14
2014-15
3-Year Total
City Audit
$
$
$
$
Transit Audit
Single Audit – including report
preparation and submission to
Federal Audit Clearinghouse
$
$
$
$
$
$
$
$
AB2766 Audit
$
$
$
$
GANN Limit Review
SC Watershed Recreation and
Conservation Authority Audit
Open Space Preservation
District Audit
SC Public Television Authority
Audit (Bi-annual)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Subtotal
$
$
$
$
RFP # AS-12-13-25
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ATTACHMENT A (page 2)
Financial Statement
Preparation
Comprehensive Annual Financial
Report
$
Transit Report
State Controller Reporting for
City and Public Financing
Authority
State Controller Reporting for
Transit (includes Specialized
Services report)
AB 2766 Report
SC Watershed Recreation and
Conservation Authority Report
Open Space Preservation
District Report
SC Public Television Authority
Report (Bi-annual)
Subtotal
2012-13
2013-14
2014-15
3-Year Total
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
include in 2013-14 $
$
POSITION
$
N/A
$
ESTIMATED HOURS
ANNUALLY
$
$
WAGE RATE
PER HOUR
Partners
____________________
__________
Managers
____________________
__________
Supervisory Staff
____________________
__________
Staff
____________________
__________
Other (Specify) _____________________
____________________
__________
Total Annual Hours:
____________________
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ATTACHMENT B
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
Project Labor Costs
POSITION
2012-13
2013-14
2014-15
Out-of-pocket expenses
________________
_________________
________________
Meals and lodging
________________
_________________
________________
Transportation
________________
_________________
________________
CAFR printing
________________
_________________
________________
________________
_________________
________________
Subtotal
________________
_________________
________________
Total maximum price for the
audit (include annual subtotals
from Attachment A
________________
_________________
________________
Partners
Managers
Supervisory Staff
Staff
Other (Specify) :
MISCELLANEOUS EXPENSES
Other (Specify) :
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