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HomeMy WebLinkAbout1 - Audit RFP 2023 CITY OF �� LADE CogLSIRORE DREAM EXTREME REQUEST FOR PROPOSALS Professional Auditing Services January 19, 2023 City of Lake Elsinore Administrative Services Department 130 South Main Street Lake Elsinore, California 92530 CITY OF LADE , LSIN0R,E �L V;. DREAM EXTREME January 19, 2023 REQUEST FOR PROPOSALS The City of Lake Elsinore, hereinafter referred to as the City, is inviting proposals from qualified consulting firms to provide Professional Auditing Services. To be considered for this contract, your firm must meet the qualifications and satisfy the requirements as stated in the Request for Proposal (RFP). Time Schedule: The following is the City's tentative schedule for the selection of a consulting firm: 1. Request for Proposals distributed: January 19, 2023 2. Questions Submittal Deadline: February 13, 2023, 2:00 pm 3. Deadline for submitting RFP: February 20, 2023, at 3:00 pm 4. Staff review of Proposals: February 20 to March 6, 2023 5. Interview of top firms: TBD 6. Award of contract: TBD Firms submitting proposals will be evaluated based on qualifications, prior experience with same or similar type of services identified in the attached scope of work proposed staffing, availability, and project approach and understanding. Proposals, as described herein, will be received electronically via City of Lake Elsinore's on-line bid management portal, PlanetBids, until 3:00 PM, February 20, 2023. Any changes to this RFP are invalid unless specifically modified by the City of Lake Elsinore and issued as a separate addendum document. Should there be any questions as to changes to the content of this document, the City's copy shall prevail. It is the Proposer's sole responsibility to ensure that their proposal, inclusive of any or all addenda, is uploaded to the proper place at the proper time. Any proposal received after the scheduled closing time for receipt of proposals will not be considered. Proposals must be submitted electronically through PlanetBids as set forth in this RFP document. Unless otherwise specified, proposals submitted by any other method such as hard copy, fax, or e-mail will be disqualified. Proposals may be withdrawn on the PlanetBids vendor portal prior to the schedule submittal time and date receipt of proposals. Proposers are encouraged to not wait until the deadline to submit proposals, as system-related questions may arise. Any clarification desired by a respondent relating to definition or interpretation shall be requested in writing with sufficient time to allow for a response and prior to the date RFPs are due. Oral explanations or instructions shall not be considered binding on behalf of the City. Any modifications to this solicitation will be issued by the City as a written addendum. The City will not consider proposals received after the specified time and date as identified above. An amendment is considered a new proposal and will be accepted after the specified time and date. The RFP does not commit the City of Lake Elsinore to award a contract or pay any costs associated with the preparation of a proposal. The City reserves the right to cancel, in part or in its entirety, this solicitation should this be in the best interest of the City. All questions, technical, commercial, or contractual in nature shall be directed to the Q&A section on the e-Procurement System, PlanetBids. No phone calls will be allowed. Contact of the City of Lake Elsinore personnel directly regarding this RFP is prohibited and may be grounds for elimination from the selection process. All questions regarding this RFP must be submitted through PlanetBids no later than 2:00 PM, February 13, 2023. Sincerely, Administrative Services Department A. General The auditor should also be familiar with and prepared to advise City staff on how best to implement both current and proposed GASB statements. In addition, the City requires on-going, infrequent consulting services for financial issues that may occur throughout the year. No additional charges are to be made by the selected audit firm for these financial consulting services. B. Scope of Work The audit examination should not include a detailed audit of all of the transactions recorded in the accounts of the City, unless otherwise herein specified, but will be based on tests of accounting records and other supporting evidence for selected periods during the fiscal year under review sufficient to enable the contracting independent auditor to express an informed written opinion on: 1. The financial position of various funds of the City; 2. The propriety of accounting principles followed; 3. Compliance with applicable laws; and 4. The financial accountability of officers and employees. Organizations to be Audited: i. City of Lake Elsinore (the "City") ii. Successor Agency of the City of Lake Elsinore iii. City of Lake Elsinore Public Financing Authority (PFA) iv. City of Lake Elsinore Recreation Authority (RA) V. City of Lake Elsinore Facilities Financing Authority (FFA) Additional Special Audits and Services i. Financial and compliance audits required by Single Audit Act of 1996 ii. Independent Audit's Report on Agreed-upon Procedures Applied to the Appropriations Limit Schedule C. Auditing Standards to Be Followed To meet the requirements of this request for proposals, the audit shall be performed 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 Standards (1994), the provisions of the Single Audit Act of 1996 and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments and Non- Profit Organizations. D. Reports to be issued Following the completion of the audit of each fiscal year's financial statements, the auditor shall issue: 1. A report on the fair presentation of the General-Purpose Financial Statements in Component Unit Financial Statements for the City of Lake Elsinore Successor Agency. (25 copies) 2. Component Unit Financial Statements for the City of Lake Elsinore Successor Agency. (25 copies) 3. Compliance reports and certification letters as required, such as the Proposition 111 Appropriation Limit Compliance Report (25 copies) 4. Single Audit Act Required Reports for Federally Assisted Grant Programs. (25 copies) a. A report on the internal control structure based on the auditor's understanding of the control structure and assessment of control risk. b. A report on compliance with applicable laws and regulations. c. An "in-relation-to" report on the schedule for federal financial assistance. d. A report on the internal control structure used in administering federal financial assistance programs. e. A report on compliance with specific requirements applicable to major federal financial assistance programs. f. A report on compliance with specific requirements applicable to non-major federal financial assistance programs. g. A report on compliance with general requirements for both major and non- major federal financial assistance programs. (The report on compliance shall include all material instances of noncompliance. All nonmaterial instances of noncompliance shall be reported in a separate management letter, which shall be referred to in the report on compliance.) 5. In the required reports on compliance and 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 material weaknesses shall be identified as such in the report. Non-reportable conditions discovered by the auditor shall be reported in a separate letter to management. E. Irregularities and Illegal Acts Auditors shall be required to make an immediate written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: ■ The City Council of the City of Lake Elsinore; ■ The City Manager of the City of Lake Elsinore; ■ The Assistant City Manager of the City of Lake Elsinore; and ■ The Finance Manager of the City of Lake Elsinore F. Reporting to the Finance Manager Auditors shall assure themselves that the Finance Manager is informed of each of the following: 1. The auditor's responsibility under generally accepted auditing standards. 2. Significant accounting policies. 3. Management judgments and accounting estimates. 4. Significant audit adjustments. 5. Other information in documents containing audited financial statements. 6. Disagreements with management. 7. Management consultation with other accountants. 8. Major issues with management prior to retention. 9. Difficulties encountered in performing the audit. 10. Errors, irregularities, and illegal acts. G. Special Considerations 1. The City has determined that the United States Department of Housing and Urban Development will function as the cognizant agency in accordance with the provisions of the Single Audit Act of 1996 and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments and Non-Profit Organizations. The schedule of expenditures of federal award and related auditor's report, as well as the reports on the internal controls and compliance are not to be included in the Annual Comprehensive Financial Report (ACFR) but are to be issued separately. The auditor's will be responsible for the preparation and duplication of 25 copies of this report. 2. The schedule of federal financial assistance and related auditor's report, as well as the reports on the internal controls and compliance are to be issued as part of the ACFR. H. Working Paper Retention and Access to Working Papers All working papers and reports must be retained at the auditor's expense, for a minimum of three (3) years (or the retention timeframe established by professional standards, whichever is longer), unless the City notifies the firm in writing that there is a need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: City of Lake Elsinore; U.S. Department of Housing and Urban Development; U.S. General Accounting Office; Parties designated by the Federal or State governments or by the City as part of an audit quality review process; Auditors of entities of which the City of Lake Elsinore is a component unit; and Auditors of entities of which the City is a sub recipient of grant funds. In addition, the firm shall respond to the reasonable inquiries of successor auditor's and allow successor auditors to review working papers relating to matters of continuing accounting significance. DESCRIPTION OF THE GOVERNMENT A. Background Information The City of Lake Elsinore encompasses 42 square miles, with a diverse population of 71,470 residents, and is located about 85 miles north of San Diego. The City was incorporated in 1888 as a General Law City and is governed under the City Council/City Manager form of government. The City contracts out fire and police services and has approximately 197 full time employees in 11 departments (City Council, Community Support, City Treasurer, City Clerk, City Manager, Administrative Services, Community Development, Engineering, Public Works, Community Services, and Launch Pointe). The City provides a full range of services for its citizens, including police services, parks and recreation programs, planning and development, and street maintenance and lighting. It also operates through a water board both water, sewer. The City's fiscal year begins on July 1 and ends on June 30. The Council meets twice monthly on the second and fourth Tuesday of each month. For fiscal year 2022-23, the City has adopted a budget of approximately $63 million. Detailed information on the government and its finances can be found in budget documents, official statements, and annual financial reports. These documents are available online. B. Fund Structure The City uses the following fund types and account groups in its financial reporting: Fund Type/Account Group Number of Funds Number with Annual Budgets General Fund 1 1 Special Revenue Funds 27 27 Debt Service — Component Units 12 12 Capital Projects Funds 12 12 Internal Service Funds 5 5 Enterprise Fund 1 1 Custodial Funds 63 63 General Fixed Assets Account Group 1 0 General Long-Term Debt Account 1 0 Group Permanent Funds 1 1 Private Purpose Trust 3 3 C. Budgetary Basis of Accounting The City prepares its budgets on a basis consistent with generally accepted accounting principles. The modified accrual basis of accounting is employed in the preparation of the budget. At fiscal year-end, budget appropriations lapse. Capital projects are budgeted on an annual basis. Incomplete project appropriations may be carried over as a continuing appropriation in the following fiscal year. D. Federal and State Financial Assistance During fiscal year 2022-23, the City received the following financial assistance and expects to receive financial assistance from similar programs in fiscal year 2022-23: • Federal, State & Community Highway Safety Programs • Community Development Block Grant • Local Law Enforcement Block Grant • Public Safety Partnership & Community Policing Grant • FEMA Grants • Fire Grants E. Pension Plans The City participates in the Public Employees' Retirement System of the State of California (CaIPERS). F. Component Units The City is defined, for financial reporting purposes, in conformity with the Governmental Accepting Standards Board's Codification Governmental Accounting and Financial Reporting Standards, Section 2100. Using these criteria, component units are included in the City's financial statements. The management of the City identified the following component units (with fiscal year ending June 30)for inclusion in the City's financial statements: 1. Lake Elsinore Public Financing Authority 2. Lake Elsinore Recreation Authority 3. Successor Agency Redevelopment Agency 4. Lake Elsinore Facilities Financing Authority These component units are to be audited as part of the audit of the City's financial statements. The contact person and record location is the same as the primary unit. G. Magnitude of Finance Operations The Finance Department is managed by a Finance Manager and consists of 9 full and part-time employees. The principal functions performed, and the number of employees assigned to each (Cross trained for coverage of function) is as follows: Cashiering -4 Accounts Receivable - 2 Accounts Payable - 1 Treasury Activities -4 Asset Activities - 2 Fiduciary Activities - 1 2 Internal Service Activities - 1 Procurement Activities - 2 Grants and Contracts - 3 H. Computer Systems 1. Hardware Personal computers running Windows operating system running on a LAN (local area network) provide terminal access to the main computer as well as local software such as Word, Excel, and Access. 2. Software The City's Financial Management Information System (Tyler Technologies) encompasses applications for the financial modules (GL, AP, Purchasing, AR, Fixed Assets, Cash Receipts and Payroll). TIME REQUIREMENTS A. City's Fiscal Year End Calendar The fiscal year ends June 30 each year. The accounting ledgers remain open until August 1, each year to record revenue and accounts payable accruals. Further year- end adjustments, accruals, and corrections are recorded during the month of August. The general ledger is finalized during the last week of September and is then available for audit the first week of October. B. Date Final Report is Due The auditor shall provide all recommendations, revisions, and suggestions for improvements to the ACFR to the Finance Manager by December 1 of each year. The auditor shall prepare draft financial statements, notes, and all required supplementary schedules by November 15 of each year for both the ACFR and Successor Agency Report. The auditor shall also provide their general ledger mapping schedule prior to the City's review of the draft. The Finance Manager and staff will complete their review of the draft report as expeditiously as possible. It is not expected that this process should exceed one week. During that period, the auditor should be available for any meetings that may be necessary to discuss the audit reports. Once all issues of discussion are resolved, the final signed report shall be printed, collated and all copies delivered to the City within seven (7) working days. It is anticipated that this process will be completed, and the final reports printed and delivered to the City by no later than December 15 of each year. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Finance Department and Clerical Assistance 1. The Finance Department staff, and responsible management personnel will be 3 available during the audit to assist the firm by providing information, documentation, and explanations. 2. The preparation of confirmations will be the responsibility of the City of Lake Elsinore. 3. Finance staff will update the statistical data section and provide clean copies or Excel files. 4. Finance staff will prepare the ACFR transmittal and Management's Discussion and Analysis (MD & A) letters. B. Work Area, Telephone, and Office Equipment The City will provide the auditor with reasonable workspace, desks, and chairs. The auditor will also be provided with access to copying, scanning machines, etc. The auditor may also be provided with read-only access to the financial system if auditing remotely. C. Report Preparation 1. Annual Comprehensive Financial Report Report preparation, printing, and binding shall be the responsibility of the auditor. Report editing, audit letters, and completeness shall be the responsibility of the auditor. 2. Other Reports Report preparation, printing, and binding shall be the responsibility of the auditor. Report editing, audit letters, and completeness shall be the responsibility of the auditor. INSTRUCTIONS FOR SUBMISSION of PROPOSAL A. Registering as a Vendor: Proponents must be registered as a vendor with the City to download the RFP document(s) and to submit a proposal. If not already registered, Proponents may "Register As A Vendor" via the City's website: http://www.Iake-eIsinore.orq/city-hall/city-departments/city-clerk/bids-rfps B. It is the Proponent's sole responsibility to contact the City's online bid management provider(PlanetBids at 818-992-1771)to resolve any technical issues related to electronic bidding, including (but not limited to) registering as a vendor, updating passwords, updating profiles, uploading/downloading documents, submitting an electronic bid/proposal, etc. C. Submittal of Proposal and Fee Schedule: It is the responsibility of the Proponent to ensure the proposal is delivered on time. Any proposal received after the deadline will be disqualified and will not be considered. Proposals sent via facsimile will not be accepted. i. Documents must be uploaded in PDF format. It is the Proponent's responsibility to ensure their proposal documents are properly uploaded onto the City's online bid management system. Proposals that are missing pages, cannot be opened, etc. may be considered unresponsive. Hard copies submitted to the City, in lieu of electronic copies uploaded onto the system, will not be accepted as a viable proposal. If Proponent has 4 difficulty uploading their response(s) to the PlanetBids system, they shall be solely responsible for contacting PlanetBids at 818-992-1771 for assistance. The City does not have the capability to assist with uploading Proponent documents. D. Examination of the Content of the RFP: By submitting a proposal, the Proponent represents that it has thoroughly examined and become familiar with the contents of the RFP and that it is capable of performing quality work to achieve the City objectives. The submission of a signed proposal shall be considered an agreement to all the terms, conditions, and specifications provided in the RFP. PROPOSAL REQUIREMENTS A. General Requirements Each Proponent must upload to PlanetBids the following documents with his/her electronic proposal prior to the date and time of the filing deadline of 3:00 PM February 20. 2023, for a proposing firm to be considered: 1. A technical proposal must include the following: a. Title Page showing the request for proposals subject; the firm's name; the name, address, and telephone number of the contact person; the date of the proposal; and request for proposal's number. b. Table of Contents. C. Signed Transmittal Letter briefly stating the vendor's understanding of the work to be done, the commitment to perform the work within the period, a statement why the firm believes itself to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer for sixty (60) days. d. Detailed Proposal following the order set forth in Section VI B of this request for proposals. e. Executed Section III forms 2. The vendor shall submit an original COST FILE (pricing)titled Professional Auditing Services and upload to Planet Bids under the Cost File. If there are discrepancies between services, labor, product, materials, or fees the City reserves the right to clarify pricing with the affected Proponent. 3. Proposal Signature: The proposal must be signed by an official authorized to bind the firm. B. Technical Proposal 1. General Requirements The purpose of the Technical Proposal is to demonstrate the qualifications, competence, and capacity of the firm seeking to undertake an independent audit of the City in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than the form or manner of 5 presentation. The Technical Proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the request for proposal requirements. THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE TECHNICAL PROPOSAL DOCUMENT. The Technical Proposal should address all points outlined in the request for proposals (excluding any cost information, which should only be included in the separate uploaded Cost F i I e). The proposal should be prepared simply and economically, providing a straightforward, concise description of the vendor's capabilities to satisfy the requirements of this request for proposals. While additional data may be presented, the following subjects, items numbered 2 through 9 must be included. They represent the criteria against which the proposal will be evaluated. 2. Independence The firm should provide an affirmative statement that it is independent of the City as defined by [generally accepted auditing standards/the U. S. General Accepting Office's Government Auditing Standards (1994)]. The firm should also provide an affirmative statement that it is independent of all component units of the City as defined by those same standards. The firm should also list and describe the firm's professional relationships involving the City or any of its component units or oversight units for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. In addition, the firm shall give the City written notice of any professional relationships entered into during the period of this agreement. 3. License to Practice in California An affirmative statement should be included verifying the firm and all assigned key professional staff are properly licensed to practice in California. 4. Firm Qualifications and Experience The vendor should state the size of the firm and its governmental audit staff, the location of the office from which the work on this engagement is to be performed, the number and nature of the professional staff to be employed in this engagement on a full-time basis, and the number and nature of the staff to be so employed on a part- time basis. The firm is also required to submit a copy of a report on its most recent external quality control review (peer review), with a statement whether that quality control review included a review of specific government engagements. The firm shall also provide information on the results of any Federal or State desk 6 reviews or field reviews of its audits during the past five (5) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past five (5) years with State regulatory bodies or professional organizations. Also, provide a description of any litigation against your organization or local office. The firm should provide a description of engagement team's experience in auditing and reviewing financial statements receiving the GFOA and CSMFO awards. Provide a list of current and former municipal audit clients in the Southern California area indicating reference, type(s) of services performed, dates, and length of service for each. Provide a description of the management letter usually issued. Describe the engagement team's ability and experience in completing single audits of governmental agencies. 5. Partner, Supervisory and Staff Qualifications, and Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors, and specialists who would be assigned to this engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in California. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. Provide as much information as possible regarding the number, qualifications, experience, and training, including relevant continuing professional education of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured. The vendor should identify the extent to which staff to be assigned to the audit reflect the City's commitment to Affirmative Action. Engagement partners, managers, other supervisory staff, and specialists may be changed if those personnel leave the firm, are promoted, or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the City. However, in either case, the City retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposals can only be changed with the express prior written permission of the City, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the vendor provided that replacements have substantially the same or better qualifications or experience. 6. Similar Engagements with Other Government Entities 7 For the firm's office that will be assigned responsibility for the audit, list the most significant engagements (maximum - 5) performed in the last five (5) years that are similar to the engagement described in this request for proposals. These engagements should be ranked based on total staff hours. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. 7. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, to perform the services required in Section II of this request for proposals. In developing the work plan, reference should be made to such sources of information as the City of Lake Elsinore's budget and related materials, organizational charts, manuals, programs, and financial and other management information systems. Vendors will be required to provide the following information on their audit approach: a. Proposed segmentation for the engagement. b. Level of staff and number of hours to be assigned to each proposed segment of the engagement. NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL. c. Sample size and the extent to which statistical sampling is to be used in this engagement; d. Extent of use of EDP software in this engagement; e. Type and extent of analytical procedures to be used in this engagement; f. Approach to be taken to gain and document an understanding of the City's internal control structure; g. Approach to be taken in determining laws and regulations that will be subject to audit test work; and h. Approach to be taken in drawing audit samples for purposes of tests of compliance. 8. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, the firm's approach to resolving these problems, and any special assistance that will be requested from the City. (May include, but not restricted to, GASB 34, etc.) 9. "Prepared by Clients" (PBC) List The proposal shall include a list of standard client-prepared audit schedules the firm anticipated City staff to provide. C. Submittal of Cost File—Submit one digital copy within PlanetBids eProcurement system under the Cost File tab with the following information: 8 1. Total All-Inclusive Maximum Price The Cost File should contain all pricing information relative to performing the audit engagement as described in this request for proposals. The total all-inclusive maximum price to be bid is to contain all direct and indirect costs, including all out-of-pocket expenses. The City requests that the not-to-exceed fee be provided for all services requested and proposed. The maximum annual fee will remain fixed for the three years covered by the audit engagement agreement. The City will not be responsible for expenses incurred in preparing and submitting the Technical Proposal or the Cost File. Such costs should not be included in the proposal. The first page of the Cost File should include the following information: a. Name of firm. b. Certification that the person signing the proposal is entitled to represent the Firm, empowered to submit the bid, and authorized to sign a contract with the City. C. The audit proposal must include a cost breakdown, in the following format. The annual fee for the audit of each fiscal year 2022-2023, 2023-2024, and 2024- 2025 shall not exceed the following: 2022-2023 2023-2024 2024-2025 • City of Lake Elsinore Audit • Successor Agency • Single Audit Report • Gann Limit Review Independent Account's Agree-upon Procedures Applied to: • Appropriations Limit 2. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for each. The second page of the Cost File should include a schedule of professional fees and expenses, which supports the total all-inclusive maximum price. The cost of special services described in Section II-G of this request for proposals should be disclosed as separate components for the total all-inclusive maximum price. 3. Out-of-Pocket Expenses Included in the Total All-Inclusive Maximum Price and Reimbursement Rates Out-of-pocket expenses for firm personnel (e.g., travel, lodging and subsistence) will be reimbursed at the rates used by the City for its employees. All estimated out-of-pocket expenses to be reimbursed should be presented on the second page of the Cost File. All expense reimbursements will be charged against the total all-inclusive maximum price submitted by the firm. In addition, a statement must be included in the Cost File stating the firm will accept reimbursement for travel, lodging, and substance at the prevailing City of Lake 9 Elsinore rates for its employees. 4. Rates for Additional Professional Services If it should become necessary for the City to request the auditor to render any additional services to either supplement the services requested in this request for proposals or to perform additional work as a result of the specific recommendations included in any report issued on this engagement, then such additional work shall be performed only if set forth in an addendum to the contract between the City of Lake Elsinore and the firm. Any such additional work agreed to between the City of Lake Elsinore and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the Cost File. 5. Manner of Payment Progress payments will be made based on hours of work completed during the course of this engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost file proposal. Interim billing shall cover a period of not less than one calendar month. EVALUATION PROCEDURES A. Review of Proposals The City will review each proposal to ensure that it meets all mandatory elements as described in Section VII C1. At this point, firms that fail to meet the minimum mandatory elements will be eliminated from further consideration. The City will review and evaluate the technical elements including the expertise, experience and audit approach of each of the qualifying proposals. Then the City will select the proposals that it considers will provide the best overall plan for auditing services to the City inclusive of the fee. At this point, all other proposals will be eliminated from further consideration. After the City has chosen the top proposals, the Cost File will be released from P I a n e t B i d s for reviewing, and the committee will make a final selection. Cost will not be the primary factor in the final selection of an audit firm by the City. The City reserves the rights to retain all proposals submitted and use any idea(s) in a proposal regardless of whether that proposal is selected. B. Evaluation Criteria Proposals will be evaluated using three (3) sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated for both technical qualifications and price. The City intends to award the audit service contract to the firm it considers will provide the best overall plan for services to the City, inclusive of the fee consideration. The following represent the principal criteria, which will be considered during the evaluation process. 1. Mandatory Elements 10 a. The audit firm is independent and licensed to practice in California. b. The firm has no conflict of interest with regard to any of the work performed by the firm for the City. c. The firm adheres to the instructions in this request for proposals on preparing and submitting the proposal. d. The firm submits a copy of its last external quality control review report, and the firm has a record of quality audit work. 2. Technical Quality a. Expertise and Experience (1) The firm's past experience and performance on comparable government Engagements. (2) The quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support personnel to be available for technical consultation. (3) Responses about the level and quality of services provided to current and past clients. b. Audit Approach (1) Adequacy of proposed staffing plan for various segments of the engagement. (2) Adequacy of sampling techniques. (3) Adequacy of analytical procedures. 3. Price COST CAN BE A FACTOR IN THE SELECTION OF AN AUDIT FIRM C. Oral Presentations During the evaluation process, the City may, at its discretion, request any one or all firms to make oral presentations. Such presentations will provide firms with an opportunity to answer any questions the City may have on a firm's proposal. Not all firms may be asked to make such oral presentations. D. Final Selection The City will select a firm based upon its evaluation, which will then be submitted to the Mayor and Common Council for approval. It is anticipated that a firm will be selected by March 2023 with immediate Mayor and Common Council approval. Following notification of the firm selected, it is expected a contract will be executed between both parties. CONDITIONS AND REQUIREMENTS A. Right to Reject Proposals 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. The City reserves the right with prejudice to reject any or all proposals. B. Questions related to RFP Process &Auditing Services 1. All questions, technical, commercial, or contractual in nature shall be directed to the Q&A section on the e-Procurement System, PlanetBids. All questions regarding this RFP must be submitted through PlanetBids no later than 2:00 PM, February 13, 2023. 2. Any vendors found to be soliciting or contacting other members of City staff, officials or elected Council Members during this RFP process may be automatically disqualified from any further consideration. C. Right to Request Additional Information During the evaluation process, City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from vendors. At the discretion of the City, vendors submitting proposals may be requested to make oral presentations as part of the evaluation process. The City reserves the right to make investigation of the qualifications of the vendor, as it deems appropriate. D. Right to Reject Any or All Proposals The City reserves the right to reject any or all proposals, to waive technicalities or formalities, and to accept any proposal deemed to be in the best interest of the City. Where two or more vendors are deemed equal, the City reserves the right to make the award to one of the two vendors. E. Contracts/Agreements It is recognized that the formal basis of any agreement between the City and the vendor is a contract rather than a proposal. In submitting proposals, vendors must indicate that they are prepared to complete a City of Lake Elsinore Professional Services Agreement, (See Appendix A). The proposal will become part of the agreement between the City and the successful vendor. F. Proper Submission and Completeness of Proposals Receipt of complete proposal by the due dates as outlined in the PROPOSAL SCHEDULE. Delivery via facsimile will not be considered. The electronic bid management system will not accept late bids. G. Contract Negotiations After a review of the proposals, and possible oral presentations, the City intends to enter into contract negotiations with the selected vendor. These negotiations could include all aspects of services and fees. If a contract is not finalized in a reasonable period of time, the City will open negotiations with the next ranked vendor. 12 H. Execution of Contract If the selected vendor does not execute a contract with the City within ten (10) business days after notification of selection, the City of Lake Elsinore may give notice to that vendor of the City's intent to select from the remaining vendors or to call for new proposals, whichever the City deems appropriate. The selected vendor shall not commence the services covered by this Request for Proposal until execution of the contract document, at which time the vendor shall proceed with the implementation plan as provided and accepted by the City. I. Termination of Contract: The contract may be terminated, prior to the expiration of its term, only in the following manner: 1. By the written mutual agreement of both parties. 2. Immediate termination by the City for violation of any provision of the RFP or Professional Services Agreement. 3. By the vendor, with or without cause, upon 60 days written notice to the City; or 4. By the City, with or without cause, upon 30 days written notice to the vendor. J. Personnel Engagement partners, managers, other supervisory staff and specialists may be changed if these personnel leave the vendor, are promoted or are assigned to another office. The personnel may also be changed for other reasons with the express prior written permission of the City. However, in either case, the City retains the right to approve or reject replacements. Vendor specialists identified in response to the proposal can only be changed with the express prior written permission of the City, which retains the right to approve or reject replacements. Other staff personnel may be changed at the discretion of the vendor provided that replacements have substantially the same or better qualifications or experience. K. Rights to Submitted Materials All proposals, inquiries, responses, or correspondence related to or in reference to this RFP, and all reports, charts, displays, schedules, exhibits, and other documentation submitted by the vendor will become the property of the City and a matter of public record. The City reserves the right to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the vendor of the conditions contained in the Request for Proposal, unless clearly and specifically noted in the proposal submitted, and confirmed in the contract between the City and the vendor selected. 13 L. Proposal Changes or Revisions The City reserves the right to amend, alter, or revoke this proposal in any manner at any time. Any modifications, clarifications, additions or changes to this RFP by the City will be sent to each addendum to the original RFP. Such changes become an integral part of the RFP for incorporation into any contract awarded pursuant to the RFP. M. License to Practice in California An affirmative statement should be included indicating that the vendor and all assigned key professional staff are properly registered/licensed to practice in California. N. Insurance Requirements For the duration of the contract, the vendor must procure and maintain insurance against loss of property. The cost of such insurance is the vendor's responsibility. Detailed insurance requirements are listed in the Professional Services Agreement. O. Additional Services The general service requirements describe the minimum work to be accomplished. Upon final selection of the vendor, the scope of service may be modified and refined during negotiations with the City. P. Undue Influence The vendor declares and warrants that no undue influence or pressure is used against or in concert with any officer, Council Member, or employee of the City in connection with the award or terms of the Agreement that will be executed as a result of this RFP, including any method of coercion, confidential financial arrangement, or financial inducement. No officer, Council Member, or employee of the City will receive compensation, directly or indirectly, from the vendor, or from any officer, employee, or agent of the vendor, in connection with the award of the Agreement or any work to be conducted as a result of this RFP. Violation of this Section shall be a material breach of the Agreement/Contract entitling the City to any and all remedies by law or in equity. Q. Non-Discrimination The City maintains various policies related to contractual service providers. Among these is an anti-discrimination policy, which requires that our contractors not discriminate in hiring on the basis of gender, race, religion, sexual orientation, or medical condition. Upon acceptance of a proposal, the City may request that the selected vendor sign a statement affirming their compliance with this policy. R. Right to Conduct Personal Interviews The City reserves the right to conduct personal interviews or require oral presentations of any or all vendors prior to final selection. 14 S. Understanding of Service to Be Performed By submitting a proposal, the vendor certifies that they have fully read and understand the "Request for Proposal" and have full knowledge of the scope, nature, quality, and quality of service to be performed. T. Proposal Preparation Costs There is no express or implied obligation for the City to reimburse responding vendors for any expenses incurred in preparing proposals in response to this request. 15 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (the "Agreement") is made and entered into as of , by and between the City of Lake Elsinore, a municipal corporation ("City") and , a ("Consultant"). RECITALS A. The City has determined that it requires the following professional services: B. Consultant has submitted to City a proposal, dated , attached hereto as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described in Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal, subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. C. Term. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the services and related work are completed in accordance with the Consultant's Proposal (Exhibit A). 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and 16 incorporated herein by reference. In no event shall Consultant's compensation exceed dollars () without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant's personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant's prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker. 6. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10)days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 17 7. Plans, Studies, Documents. a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public's rights to documents under the Public Records Act, and any third- party requests of Consultant shall be immediately referred to City, without any other actions by Consultant. b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. C. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 8. Consultant's Books and Records. a. 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 City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. 18 b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon,the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-in-interest. 9. Independent Contractor. a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or 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 the 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. 11. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered 19 by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. 13. Compliance with Laws. a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members. b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license. 14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 15. Indemnity. Consultant shall indemnify, defend, 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 of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of 20 law arises from the sole 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. 16. Insurance Requirements. a. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least thirty(30)days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance 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. Required commercial general liability 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. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. 21 iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000)combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement may be attached limiting the coverage. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant's profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VI I and shall be endorsed with the following specific language: i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers' Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. 22 C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Consultant: Click or tap here to enter text. Attn: 18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 20. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 23 21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to 24 make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non- monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant's Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant's Proposal. 30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page] 25 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" "CONSULTANT" CITY OF LAKE ELSINORE, a municipal a corporation City Manager By: Its: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Assistant City Manager Attachments: Exhibit A— Consultant's Proposal Exhibit B — List of Subcontractors 26 EXHIBIT A CONSULTANT'S PROPOSAL [ATTACHED 27 28 29