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HomeMy Public PortalAbout12) 7I Approval of an Amendment to the Consultant Services Agreement with Vasquez Company for Accounting Auditing ServicesAGENDA ITEM 7.1. ADMINISTRATIVE SERVICES DEPARTMENT MEMORANDUM DATE: April 7 , 2015 TO: The Honorable City Council FROM: Bryan Cook , City Manager By : Tracey L. Hause , Administrative Services Director SUBJECT: APPROVAL OF AN AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT WITH VASQUEZ & COMPANY, LLP FOR ACCOUNTING AND AUDITING SERVICES RECOMMENDATION: It is recommended, th e City Council accept the Aud it Standing Committee 's recommendation and approve an amendment to the Consultant Services Agreement (Attachment "A ") with Vasquez & Company, LLP for the second , one year extension providing for accounting and auditing services for Fiscal Year (FY) 2014-15 . BACKGROUND : 1. On August 2 , 2011 , th e City Counci l approved a Consultant Services Agreement (Attachment "B") with Vasquez & Company, LLP for accounting and auditing services and authorized the City Manager to execute the Consultant Services Agreement. 2 . On June 17 , 2014 , the City Council approved the First Amendment to the Consultant Services Agreement with Vasquez & Company , LLP for a one year extens ion providing for accounting and auditing services for FY 2013-14. 3. On July 15, 2014 , the City Council dissolved the Audit Ad Hoc Committee, appointed an Audit Standing Committee (i.e ., Chairperson Steven Curran , Vice Chairperson Councilmember Yu and Mayor Pro Tem Chavez) and adopted an Audit Standing Committee Charter (Attachment "C"). 4 . On February 5 , 2015 , the Audit Standing Committee took action to recommend to the City Council an amendment to the Consultant Services Agreement with Vasquez & Company, LLP , for a second , one year extension providing for accounting and audi t ing services for FY 2014-15 . City Council April 7, 2015 Page 2 of 2 ANALYSIS: Consistent with the City Council 's directive during the FY 2010-11 City Budget deliberations , staff completed the formal RFP process for the City's accounting and auditing services . A Consultant Services Agreement with Vasquez & Company was approved by the City Council and executed by the City Manager. The cons ultant services agreement had an initial term of three years with two , one year extensions . As a result of the 2012-2013 Civi l Grand Jury Report, the Audit Standing Committee was established . Along with overseeing the performance of the Vasquez & Company, LLP during the audit process in the fall of 20 14 , the Audit Standing Committee also recommended that the City Council approve the second , one year extension with Vasquez & Company, LLP for auditing services for FY 2014-1 5 . Since this will be the fifth year that Vasquez & Company LLP has completed accounting and auditing services for the City , and in order to maintain best practices as recommended by the 2012-2 013 CGJ Report , the City will request proposals for accounting and auditing serv ice s for the FY 2015-16 , in the spring of 2016 . CONCLUSION: As a result of Vasquez & Company's continued satisfactory auditing services , and since the initial Consultant Services Agreement included two , one year extensions after the initial three year term , it is recommended the City Council accept the Audit Standing Committee 's recommendation and approve the second , one year extension with Vasquez & Company, LLP for accounting auditi ng services fo r the period ending June 30, 2015. In keeping with the vision of the City 's Strategic Plan, this action will ensure good governance . FISCAL IMPACT: The cost proposed for auditing services by Vasquez & Company , LLP for the FY 2014- 15 is $58 ,000 . An appropriation for this amount will be included in the FY 2015-16 City Budget. ATTACHMENTS: A. Second Amendment to Consultant Services Agreement between the City of Temple City and Vasquez and Company , LLP B. Consultant Services Agreement between the City of Temple City and Vasquez and Company , LLP C. Staff Report-Dissolution of the Audit Ad Hoc Committee , Establishment of an Audit Standing Committee and Adoption of an Audit Standing Committee Charter ATTACHMENT A SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT by and between the CITY OF TEMPLE CITY and VASQUEZ & COMPANY, LLP Dated Apri l 7 , 2014 RIV #4840-1328-2 571 vi SECOND AMENDMENT TO CONSULTANT SERVICE AGREEMEN T This second A mendment to Consultan t Services Agreement ("Second Amendment"), which is dated for reference as indicated on the cover page , is hereby entered into by and between the CITY OF TEMPLE C ITY , a Ca l ifornia charter city ("City"), and Vasquez & Company , a LLP ("Consu ltant "), as follows : RECI T ALS A. Ci ty and Cons ultant entered in a Consu ltant Services Agreemen t on July 28 , 2011 ("Agree ment"). The Agreement provides that Consu ltant will perform accounting and auditing services for Fiscal Year (FY ) 2010-11 , 2011-12 and 2012-13 . B . Exhibit A of Secti on 2 of the Ag reement provided this Agreement provides for an op t ion to re new for two (2) add it iona l years . C . T he City Cou nci l approved a Firs t Amendment t o the Agreement on June 17 , 2014 for accou nti ng and audit ing services for FY 2013-14 D. T he City des ires to execute a Second Ame ndm en t for accounting and auditing services for FY 2014-15 . OPE RATIVE PROVISIONS NOW, THEREFORE , in considera t ion of the promises made and recited he rein , the parties do he reby e nter into this Seco nd Amendment which modifies and amends the Agreement as fo ll ows : 1. AMENDMENT. The Agreement is hereby modified and amended as follows : 1.1 Term of Agreement. Section 1, prior Exhibit "A " is being replaced with new Exhibit "A ". 1.2 Scope of Agreement. Sect ion 2 , prior Exhibit "A " is being replaced with new Exhibit "A ". 1.3 Compensation . Section 4 prior Exhibit "B" is be ing replaced with new Exhibit "8 ". The total compensation shall not exceed Fifty Eight Thousand dollars ($58 ,000) for FY 2014-15 . 2. GENERAL PROVISIONS . 2 .1 Re mainder Unchanged . Except as specifically modified and amended in this Second Amendment, t he Agreement remains in full force and effect a nd binding upon t he parties . RIV #4840-1 328-2 57 1 vi -2- 2 .2 Integration . This Second Amendment consists of pages 1 through 8 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 2 .3 Effective Date . This Se c ond Amendment shall not become effective until the date it has been formally approved by the City Council and e xecuted by the appropriate authorities of the City and Consultant. 2.4 Applicable Law. The laws of the State of Ca lifornia shall govern the interpretation and enforcement of this Second Amendment. 2 .5 References . All references to the Agreement include all their respective terms and prov isions . All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement , unless ex pressly stated to the contrary in th is Second Amendment. IN WITNESS WHEREOF , the parties hereto have e xecuted this Second Amendment to the Agreement on the date and year first written above. CITY: THE CITY OF TEMPLE CITY By :-=----=-____,--::=-:-:--=-=--------Bryan Cook , C ity Manager ATIEST: Peggy Kuo , City Clerk APPROVED AS TO FORM Eric S . Vail , City Attorney RIV #4840-1328-25 7 1 vi -3 - CONSULTANT: By : _____________ _ Name : ------------------------- Title: ------------------------ By : ______________ __ Name: _______________________ _ T itle: _______________________ _ RIY #4840-1328-2571 vi -4- 68 76 vl EXHIBIT "A" SCOPE OF SERVICES I. Consultant shall provide all services necessary to accomplish the tasks listed below for the fiscal year 2015 . (i) City of Temple City. Consultant will audit the financial statements of the governmental activities , the business-type activities , each major fund , and the aggregate remaining fund information of the City of Temple City , and prepare the City 's Comprehensive Annual Financial Report (CAFR). The CAFR will be in full compliance with GASB 34 . The audit firm will render the report on the basic financial statements , which will include both Government-Wide Financial Statements, and Major Fund Financial Statements . Consultant 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 . (ii) Temple City Redevelopment Agency. Consultant will conduct a financial and compliance audit of the Successor Agency to the Temple City Redevelopment Agency (Successor Agency), as a Private-Purpose Trust Fund of the City . The financial statements of the Successor Agency will be incorporated into the City 's CAFR. The audit shall include a GASB 34 compliant component unit financial statement. (iii) Federal Grants. Consultant will perform a single audit of 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 OMS 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 audit findings where required. (iv) Gann Limit. Consultant shall perform agreed-upon procedures pertaining to the City 's GANN Limit (Appropriations Limit) and prepare a letter regarding the City 's compliance with the GANN Limit. (v) Management Letter. Consultant shall issue a separate "management letter" that includes any recommendations for improvements in internal RI V #48 38-6958 -3880 vI A-I 6876 v l control , accounting procedures and other significant observations that are considered to be non-reportable conditions . Management letters shall be addressed to the City Manager. (vi ) Controller's Reports. Consultant shall prepare the Annual State Controller's Reports for the City of Temple City and the Temple City Financing Authority . Consultant will also prepare the Annual Street report . (vi i) Irregularities and Illegal Acts. Consultant will make an immediate , written report of all irregularities and illegal acts or indications of i llegal acts of which they become aware to the following parties : City Manager; City Attorney ; and the Administrative Services Director. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: i. Report on the CAFR -December 31 , 2015 11. Single Audit Report-March 31 , 2016 iii. Management Letter Comment -December 31 , 2015 iv. Agreed -upon Procedures Report on GANN Limit Calculation -December 31,2011 v. State Controller's Reports-deadline set by the State v1. Street Gas Ta x Report-deadline set by the State Ill. During performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: i. Audit Status Report IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: See above . V. Consultant will utilize the following subcontractors to accomplish the Services : Not applicable R IV #4838 -6958-3880 vi A -2 68 7 6 v l VI. AMENDMENT The Scope of Services , includ ing services, work products, and personnel , are subject to change by mutual Agreement. In the absence of mutual Agreement regarding the need to change any aspects of performance , Consultant shall comply with the Scope of Services as indicated above . RI V 114838-6958-3880 vI A-3 EXHIBIT "8" COMPENSATION I. City shall pay Consultant the sum of $58 ,000 for all services provided in connection with the FY 2014-15 audit. II. For services outside of the scope of services as defined in Exhibit A , Consultant shall use the following rates of pay in the performance of the Services : Personnel Category 2011 2012 2013 2014 2015 Partner/Principal Manager Supervisor Senior Auditor RIV #483 8-6958-3880 v i $ $ $ $ 250 160 140 12 0 257 165 144 124 B-1 265 170 148 128 273 175 152 132 281 180 156 136 ATTACHrv1Ef\JT 8 DATE: TO : FROM: ADMINISTRATIVE SERVICES DEPARTMENT MEMORANDUM August 2, 2011 The Honorable City Council Jose E. Pulido, City Manager I Interim Administrative Services Manager~ By: Lee Ma, Accountant \l} SUBJECT : PROFESSIONAL SERVICES AGREEMENT WITH VASQUEZ & COMPANY, LLP r . r . RECOMMENDATION: The City Council is requested to: a) Approve the Professional Services Agreement with Vasquez & Company,LLP for auditing and accounting services; and b) Authorize the City Manager to execute the Professional Services Agreement with Vasquez & Company , LLP in an amount not to exceed $45,000 . BACKGROUND: 1. Since 1994, the City has contracted with Conrad and Associates LLP for auditing services . 2. In 2006, Conrad and Associates LLP became Mayer Hoffman McCann PC and the City continued to have them prepare the year end audits . 3. During the Fiscal Year (FY) 2010 -11 City Budget approval process, the City Council directed City staff to issue requests for proposals for all City contracts, including aud iting and accounting serv ices . 4. On April 18, 2011, staff i ssued a Request for Proposal (RFP) for the City's auditing and accounting services . 5 . On May 13, 2011, the RFP deadline closed and the City received two proposa ls (i.e., Mayer Hoffman McCann PC, and Vasquez & Company LLP). 6 . On June 28, 2011, the City Council approved the FY 2011-12 City Budget which included a $50,000 funding appropriation for auditing and accounting services associated with the FY 2010-11 year-end process. ' . . City Council August 2, 2011 Page 2 7 . On Ju ly 15, 2011, the City Manager/Interim Administrative Services Director and the City 's Accountant conducted an interview meeting with Vasquez & Company, LLP representatives. ANALYSIS: Cons istent with the City Council's directive during the FY 2010-11 City Budget deliberations, staff prepared an RFP for the City's auditin g and accounting services earlier this year. By the May 13, 2011 RFP deadline, the C ity had rece ived two responses, one from the City 's current auditing firm and one from Vasquez & Company, LLP . After meet ing with representatives of Vasquez & Company, LLP , the City Manager/I nteri m Administrat ive Services Director and the City's Accountant agreed that th is firm could help the City undertake a comprehensive overview of the City 's f inances and management best practices . Moreover, we were confident that they cou ld in light of the short time frame, successfully prepare the C ity's FY 2010-11 year audits . Over the past 40 years Vasquez & Company, LLP has built a solid clientele who have provided them with very favorable reference checks. The proposed term for the agreement with Vasquez & Company, LLP is three years with two one-year options . Vasquez & Company, L LP will also be required to prepare the C ity 's Comprehensive Annual Financial Report (CAFR), which is normally prepared on an annual basis by other cit ies, however, one has not been done for the City since 1998 . The initial annual cost for the auditing and accounting services will be $45,000 and this agreement amount wil l increase annually based on the consumer price index (CPI) for each year thereafter. CONCLUSION: Staff is requesting that the City Council rev iew and approve the Profess ional Services Agreement with Vasquez & Company, LLP to conduct annual audits of the City 's f in ancial statements for the next three years with two one-year options. Approva l of th is agreement will ensure that City 's year-end financ ials are prepared on a timely bas is by Vasquez & Company and submitted to the various agencies by December 31, 2011 . FISCAL IMPACT: The City Council approved a $50 ,000 appropriation i n the FY 2011-12 C ity Budget for auditing and accounting servi ces associated with the FY 2010-11 year-end process . If this $45 ,000 contract is approved, it will result in a $5 ,000 savings from the original budgeted amount. City Council August 2 , 2011 Page 3 ATTACHMENTS A. Proposal for Auditing and Accounting Services subm itted by Vasquez and Company,LLP B. Agreement for Professional Services between the City of Temple City and Vasquez and Company, LLP ATTACHMENT A PROPOSAL FOR AUDITING AND ACCOUNTING SERVICES CITY OF TEMPLE CITY Submitted by ~&~VASQUEZ W~ & COMPANY LLP SEIDMAN fBDCf Ail Independent Me'llber ol the BOO Se td man Allianc e ALUANC£ Members AI CPA Division of Firms Center for Public Company Audit Firms • Associate member Government Finance Officers Association • Member of AssociaUon of Local Government Auditors 801 S. Grand Avenue, Suite 400, Los Angeles, CA 90017-4646 Tel: (213) 629-9094 • Fax; (213) 489-2995 Web; www.vasguezcpa.com Contact: Mr. Gilbert Vasquez, CPA • Dated: May 13, 2011 TABLE OF CONTENTS TABLE OF CO NTENTS ................................................................................................................................................. 2 TRANSMITIAL LETIER ................................................................................................................................................ 3 PROFILE OF THE ORGAN IZATION, TECHNICAL QUALIFICATIONS AND APPROACH ............................................. 6 SUMMARY OF THE PROPOSER 'S INDIVIDUAL AUDIT STAFF TECHNICAL QUALIF ICATIONS ............................. 24 BASIS FOR INCREASES/DECREASES ...................................................................................................................... 32 SCO PE ........................................................................................................................................................................ 34 INSURAN CE REQUIREMENTS ................................................................................................................................... 35 INDEMNIFI CATION ..................................................................................................................................................... 36 FEES ............................................................................................................................................................................ 37 fJRVASQUEZ D~ & COMPANY LLP Cun n£0 PUBL IC. ACCOUNf A t-:~ AND a USU«..SS CONSULTAHn BO I South Grand Avenue, Suite 400 • l05 Angeles, CA 90017·4646 • Ph . (213) 629·9094 • Fax (213) 996-4242 • www.vuque.zcpa..com TRANSMITTAL LETTER May 13 , 2011 Jose E. Pulido City Manager 9701 Las Tunas Drive Temple City, CA 91780-2249 RE: Request for Proposals for Auditing and Accounting Services Dear Mr. Pulido: Vasquez & Company LLP (Firm) is please to respond to the City of Temple City, the Temple City Redevelopment Agency and the Temple City Financing Authority (collectively the City) request for proposal to provide auditing and accounting services for a three year and five year period starting with fiscal year 2010-11 . Our years of experience in serving governmental entities and our hands-on commitment to superior service, integrity and knowledge make us particularly qualified to provide the professional services requested by the City. For Vasquez & Company LLP there is only one measure of success: "Client Satisfaction ." This is one of our primary objectives, and drives our firm-wide customer service philosophy and focus : • Reliability: Vasquez & Company LLP has a long history of service , dependability and reliable expertise in service to the government sector. It is a history of accumulated skills and experience we apply to help our clients reach their goals. • Knowledge: We have become trusted advisors to clients based on our knowledge of their indus try and our specialized expertise. Vasquez & Company LLP professionals are trusted advisors to our clients' decision-making teams because they value our professional judgment. • Responsiveness: Vasquez & Company LLP professionals, trained to listen to our clients, have a well -earned reputation for devising innovative and creative solutions to today's complex business challenges. Your selection of an independent auditor for this engagement is an important decision . Our proposal will demonstrate that as a full service firm, including audit, tax and management consulting services , we are well qualified to serve the City on this engagement. Firm's Understanding We understand that we will provide an auditing service to the City. Our audit approach is tailored to meet all technical requirements while mainta ining professional skepticism without forgetti ng that we provide a service. We are able to achieve this by partner involvement in all phases of the audit and assigning experienced governmental audit staff to the engagement. Partner involvement will result in decisions being made on a timely basis and experienced staff will minimize disruption to your staff. For a detailed description of our understanding of the scope of servi ce please see Scope section on page 31 . Best Qualified to Perform the Engagement Our Firm is uniquely qualified to provide services to the City because of our size, resources , the level of professional expertise of our personnel and experience with similar engagements . We are well qualified to review and work with the City to ensure that the City's Comprehensive Annual Financial Report (CAFR) is consistent with the audited financial statements; in compliance with the Government Finance Officers Association (GFOA) certificate of achievement program requirements and that the report is completed and submitted within the specified timeframe. Our knowledge of the GFOA requirements is demonstrated by the fact that our staff has worked hand-in-hand with our clients i n achieving their certif~cate awards . Ms . II www . vasquezcpa.com Proposal for Auditing and Accounting Services 4 Margaret McBride, Vasquez & Company LLP Government Practice Leader served as a reviewer for the GFOA's Certi1icate of Achievement for Excellence in Financial Reporting program. Also, Mr. Federico Quinto, Jr., Vasquez & Company LLP SEC/Government Practice Principal served on the Californ ia Board of Accountancy Report Quality Monitoring Committee . Our Firm has performed over 7,500 financial and compliance audits or governmental entities and nonprofit organizations in it's over 40-year untarnished history -a statement that cannot be made by many other firms. We have worked extensively with governmental entiti es and have the expertise to conduct quality audits in this area. In 2006 we completed our term as auditors for the 17 major programs compris in g the Single Audit of the County of Los Angeles the largest single audit in the western United States. This audit was performed thoroughly, efficiently and on-time . • City of Ba ldwin Pari< • Valley County Water District • City of Carson • Los Angeles County Metropolitan Transportation • City of Cudahy Authority Consolidated Audit • City of El Monte • San Gabriel Valley Council of Governments • City Notwalk • Southern California Association of Governments • City of Hun tington Pari< • Coast Community College District • City of Pico Rivera • Los Angeles Community College Distri ct • City of Lynwood • Rio Hondo Community College District • City of San Fernando • Bassett Unified School District • City of Gardena • Compton Unified School District • City of San Bernard ino • El Monte Union High School District • City of South Gate • Los Angeles Unified School District • City of Needles Public Utility Authority • Alhambra Unified School District • City of Los Angeles , Dept of Public Works, Bureau of • Centinela Valley Union High School District Sanitation • Community Dt>velopment Commission of the County of • City of Los Angeles , Dept. of Recreation and Parks Los Angeles • City of Pomona, Public Wor1<s Department • County of Los Angeles (Subcontractor to KPMG) • Central Basin Municipal Water District • County of Los Angeles , Dept. of Auditor-Controller • Upper San Gabriel Valley Municipal Water D istrict • Port of LA (Subcontractor to KPMG) • Water Replenishment District of Southern California • Alameda Corridor Transportation Authority • Walnut Valley Water D istrict • Alameda Corridor East Construction Authority Because of our expertise and experience in providing assurance services to the public sector, Vasquez & Company LLP is uniquely qualified to perform a quality compliance audit that will 1) properly assess risk, 2) determine effectiveness of internal control over the adm in istration of major federal programs, 3) determine compliance with OMB Circular A-133 requirements as it relates to major programs , 4) report on significant deficiencies and/or material weaknesses as appropriate. New GASB Pronouncement Experience Our team has assisted our clients in the adoption of applicable Governmental Accounting Standards Board ("GASB ") statements. In recent years, several standards were monumental in that they established new financial reporting requirements for state and local governments throughout the United States and restructured much of the information that had been presented in the past. Our firm responded to those standards and worked with several municipalities , community colleges, and school districts as their GASB im plementation consultants. We assisted these clients in assessing their read iness to implement the new standard as well as guiding them through the actual implementation. Members of our team have been participants in the GFOA CAFR review program and are able to bring insight and expertise and value to our client base. www . vasquezcpa.com Proposal for Auditing and Accounting Services 5 We take a very proactive approach in helping our clients understand GASB activities from e xposure drafts to implementation of new standards. We accomplish this through our collaborations with GASB , GFOA, AICPA Government Audit Quality Center, through our Government Advantage quarterly publication, and more importantly by taking the time to sit down with clients to discuss and plan for the impact of new GASB standards . We thank yo u for this opportunity to present our Firm and its professiona l qualifications to the City. We trust that you will find Vasquez & Company LLP uniquely qualified to provide the City w ith professional aud iting services . Mr. G il bert R. Vasquez, Managing Partner of Vasquez & Company LLP , with offices located at 801 S. Grand Avenue, Suite 400, Los Angeles, CA 90017-4646, is authorized to represent and negotiate on behalf of our Firm . This proposal is a firm and irrevocable offer for a minimum of three months from the date of this proposal subm ission. Should you have any questions or desire further assistance, please ca ll Mr. Gilbert R. Vasquez, Managing Partner, at (213) 629-9094 extension 200. Sincerely , VASQUEZ & COMPANY LLP Gil::i. ~CPA Managing Partner www.vasquezcpa .com Proposal fo r Auditing and Accountin g Services PROFILE OF THE ORGANIZATION, TECHNICAL QUALIFICATIONS AND APPROACH 6 Vasquez & Company LLP is a full service Certified Public Accounting firm comprised of 43 professionals and administrative staff. Founded in 1967, the Firm has over 40 years experience in performin g financial and complian ce audits for all types of governmental entities, nonprofit organizations, privately held and publicly traded companies . As a local firm , we are ab le to offer t imely, personalized attention . Our professionals deliver innovative yet practical solutions that help clients gain competitive advantage. The following represents a partial list of benefits that would accrue to the City as a cli ent of the F irm : • Specialty and expertise in the gov ernment sector • Knowledge of Government "best practices" • Extensive partner involvement • Keeping up with current trends • Routine consultation • Cutting-edge technology utilized to minimize audi ts costs to you • Quality assurance OUR STRATEGIES TO ADDRESS YOUR NEEDS Our approach to your audit wi ll take into account the follow ing strategiE::s outlined below and descri bed in more detail in the sections to follow: • Communication throughout the year • Advanced planning of the audit process to ensure there are no surprises • Detailed examination of your internal controls • Well planned and executed aud i t fie ldwork • Fu ll understanding of local go vernment issues • Extens ive quality control procedures As a client of Vasquez & Company LLP you will have unlimit ed access to the many res ourc es our Firm has to offer. Your complete client service team is availab le to consult w ith the City throughout the year , wh enever questions or issues arise. Day-to-day contact between the staff at the City and Vasquez & Company LLP ensures that the aud it is efficient, focused appropriately on risk areas, and functioning to kee p management well informed . PERSONNEL RESOURCES The Firm consists of 43 profess ionals and administrative staff as follows : Partners Princi pals Managers Supervisors Auditors Professionals Administrators 4 4 7 5 14 34 9 Total 43 _ __,;..;.... Our people are our most important resources. They have developed the ir skill s and ha ve accumu lated their experience through the successfu l performance of work for numero us cli ents and th roug h our comprehensive and formal p rofess iona l staff training programs. www . vasquezcpa .com -----·---------- Proposal for Aud itin g and Accounting Services 7 GOVERNMENT PRACTICE GROUP Vasquez & Company LLP has been providing professional services to governmental entities for over 40 years. Our government practice includes local municipalities, redevelopment agencies, utilities i ncluding water districts, K-12 local education agencies, community college districts, transportation authorities , joint powers authorities and other special districts. For the City engagement the number of professionals on a full-time basis will be four (4). Our Government Practice Group is structured as follows : Gilbert Vasquez, CPA Managi ng Partner Lee Waddle, CPA Quality Control Partner Federico Quinto, CPA r-Margaret McB ri de , CPA Engagement Principal Engagement Princ ipal Ai leen Hermosa, CPA --Cristy Canieda , CPA Sen ior Manager Sen ior Manager I Isidro Conde , CPA Clarinda Bareng, CPA Susan Garcia , CP A Supervisor Supervisor Supervisor Stephen Kibui, CPA Lorena Vilano, CPA Supervisor Supervisor 1 Mark Mendoza Christine Ambos, CPA Arlene Pingul Sen ior Auditor Senior Auditor Sen ior Aud itor Antonette Tan Derrett Lambey Nympha Magkamit Senior Auditor Senior Auditor Senior Aud itor Eliza Devera Philip Padua, CIA Arcel ita Peran Senior Auditor Senior Auditor Senior Auditor OFFICE LOCATION The location of the office from which the work on th is engagement w ill be performed is at 801 S. Gr and Avenue, Suite 400 , Los Angeles, CA 9001 7. www . v asquezcpa .com Proposal for Auditing and Accounting Services 8 RANGE OF SERVICES Our Firm provides audit, consulting , tax, financial advisory , review and compilation services . Our aud it services include financial statement audits of companies in private and publ ic sectors , audits of federal grants under OMB A-133, compliance examination audits, solid waste hauler compliance audits , overhead rate audits under FAR Part 31 for private companies or OMB A-122 for not-for-profit organizations . In addition , we provide internal audit services to augment the staffing needs of interna l audit departments. Our Firm offers accounting services such as: detail ed account ing transactions , handling receipts and bank deposits , personal bill paying, acco unts receivab les , busin ess consulting and payroll preparation and reporting . Our financial advisory services include: management advisory services, pension plan design , business management and estate planning. Our tax services encompass tax return preparation for not-for-profit organizations, individuals, corpo rations and partnerships, sales and use tax review, business tax planning and consulting . The Firm provides complete technology assurance services for your information technology infrastructure. Our consultants can augment or provide your internal audit function for technology related matters ; implement security strategies that enable your business; offer sound and practical advice that includes process control enhancements ; or provide you r organization with an appropriate technology control strategy. The Firm provides cost segregation services for commercial real estate owners. Our cost segregation services provide an independent third-party ana lysis of project costs that can prov ide a federal and in some cases , state tax advantage . In addition, we prov ide fraud examinations , IRS collections and procedures consulting and human resources consulting . GOVERNMENT AUDIT CLIENTS Vasquez & Company LLP has perform ed numerous audits of governmental organizations subject to financial and compliance audits. These audits were performed in accordan ce with auditing standards generally accepted in the United States, Government Auditing Standards , OMB Circular A-133 and its Compliance Supplement (when applicable), and the Office of the State Con troller's Minimum Audit Requirements and Reporting Guide lines for California Special Districts (when applicable). A list of current and recently completed engagements is as follows : Gllti:Ia$1l,rt9P'.ilW1tf!~ City of Norwalk Ms. Jana Stuard Director of FinaACe 12700 Norwalk Boulevard, Norwalk, CA 90650 (562) 929-5700 City of Baldwin Park Ms. Lorena-Quijano IRte~m Finance Director 14403 E. Pacific Avenue Baldwin Parit, CA 91706 (626) 960-4011 City oftfuntlngton Part< Elba Padilla Director of Finance/City Treas~:~rer 6550 Miles Aven~:Je #116 HuntiRgtOI1 Parit, CA 90255 (323) 582-6161 ... --. L!!lll.H-= HI-I 111• I' .,....._. Anr:tual financial, compliance iR accordance with GAGAS aRd reporting in conformance witl:l the GASB 34, SlAgle Audit (OMB A-133), Redeve lopment AgeRC} Audit, Norwalk Facilities FiRancing Authority , Norwalk Transit System Fund, 1-5 Consortium, and AQMO audits, calculation of GANN Appropriations Limit, State Controller's Report, (PBA). GFOAAward. Annual fiAaRCial, compliance audit for lnclusiOR in tt.1e City's CAFR prepared 4n conformance with tt.le GASB 34 req~:JiremeRts and Single Atidit (OMB A-133), and the Redevelopment Agej:lcy Audit, Transient OccupaAcy Tax Aljdit. GFOA Award. Annual fiRancial, compliance audit for inclus iOR in tl-le City's CAFR prepared in confo~mance wiU. tl<le GASB 34 requiremer:~ts and Single Audit (OMB A-133), Huntington Paf:k Community Development Commlssior:~ At1dit, calculation of GANN Appropriations limit, State CoRtroller's Report. GFOA Award www.vasquezcpa .com .... \:Lin£• <FII :lir.i • 2008to present 2000to present 2008 to present 'l-;. Proposal for Aud iting and Accounting Services City of Carson Ms. Jacquelyn Acosta Finance Director 701 E. Carson Street CarsoR, CA 90745 City of Plco Rivera Mr. John f-ier.rera Finance Director 6615 Passons Boulevard Pico Rivera , CA 90660 (562) 801-4392 City of lynwood Mr. Robelt ToR"ez Assistant City Maf'.laQer 1 $330 Bullis Road Lynwood, CA 90262 (31 0) 603-0220 City of Gardena Mr. Mit~elf lansdale City Manager 1700 West 16t"" Street Gardena, CA 90247 (310) 217-9500 County of Los Angeles Ms. Connie Yee Cl:lief, Accounting Division Office of the Controller 500 West Temple Street, St1lte 603 Los Angeles , CA 90012 (21 3) 974-8321 Community Development Commission of Los Angeles County (CDC) Mr. David Cl:\ang , Accotmting Manager 2 Coral Cirde Monterey Pa~. CA 91 755 (310) 233-7480 Southern California Association of Govemmenta (SCAG) Mr. Wayne Moore Cl:l lef Financial Officer 818 West Seventh Street, 12111 Floor Los Angeles , CA 90017- 3435 (213) 236-1804 II Annual financial, compliance in accordance witt:! GAGAS 2010 to and reportiAQ In conformaACe with-the GASB 34, SiRgle present A~dit (OMB A -133), Redevelo pment Agency Aooit, FiRarlcing Authority, calculatiOR of GANN Appropriations Umit, State Co nt roller's Report. GFOA Award Ann~:~al financial , compliance lA accordance wittl GAGAS 2008 to and reporti119 in conformance with the GASB 34, Single present Attdit (OMB A-133). Redevelopment Agency A lid it, FIRancing Autl:loRty, Audit Housir:1g Agency Audit, Water Authority, Audit, Transient Occupancy Tax, Audit, calct:llatio n of GANN Appropnations Limit, State Contro ller's Report. GFOA Award Annual fiAaACial , compliance audit for inclusiOR in the City's 2009 to CAFR prepared ill conformance with tt:te GASB 34 present reql:lirements and Single Audit (O Me A-1 33), and the Redevelopment Agency Attdit , GAN N Appropriation limit, State Controller's Report GFOA Award Annual fiASncial, compliance atJdit for incltJslon in the City's 1998 to 2006 CAFR prepared in COAformance with the GASB 34 requirements aAd Single Audit (OMB A-133), '98 to 04 GFOA and CSMFO Awards Annual fiACUlcial and compliance audits, Single Audit (OMB 1992 to 2005 CiroAar A-1 33), GFOA Award. Subcontractor to t<PMG. Audit of the 17 major programs comprising the Single Audit 2006 of the County of Los Angeles (OMB A-133) Annual financia l, compliance audit for iRdtJsion in the CDC CAFR prepared in conformance with tl:le GASB 34 reqtJ irements, Sl Agle AI:Jdit (OMB A-133), ReAtat Hotising Construction Programs audit, CDC Foundation ai:Jd it, Cannon Apaltments Project atldit, IAtra County Housing Corporation atldit 2005 to current 2005 to 2007 2010 to present Annual financial , compliance al:ldit for inclusion in the SCAG 2006 to 2009 CAF~ prepared In conformance with the GASB 34 requirements aRd Single Audit (OMB A -133), GFOA Award 2006 to current www . vasquezcpa .com 9 Proposal for Auditing and Accounting Services 10 DESCRIPTION OF SPECIALIZED AUDIT SERVICES Vasquez & Company LLP has extensive knowledge and experience in contract compliance, tax recovery and performance audit services for various municipalities and agencies, such as the Los Angeles Unified School District, Los Angeles County Metropolitan Transportation Authority, the Alameda Corridor Transportation Authority, the City of Los Angeles Department of Recreation and Parks and the City of Los Angeles, Department of Public Works, Bureau of Sanitation among others . Our CPAs and accountants have the technical expertise and experience to analyze complex situations , assist with d iscovery, and point out areas requiring attention . Our Firm 's hands-on approach, coupled with our extensive knowledge and experience for serving governmental clients , allows us to anticipate and address potential issues before they become a concern . Our CPAs and accountants have the experience to provide you with the superior professional service in the areas of: • Waste Hauler audits • Transient Occupancy Tax audits • Franchise Fee audits • Performance audits • Contract Compliance audits • Program audits • Overhead Rate audits • Cost Incurred audits • Pre-award audits • Post-award audits • Change Order audits Los Angeles County Metropolitan Transportation Authority (Metro) One Gateway Plaza Los Angeles , CA 90053 Ms. Kathy Knox, Director of At1dits T) 213-922-3663 ~) 213-922-3883 E) knoxk@metro.net Mr. Carlos Vendiola , Project Manager T) 213-922-4527 F) 213-922-3883 E) vej:ldiolac@metro .net City of Los Angeles, Dept. of Public Wort<e, Bureau of Sanitation, Sollct Wasta Recyclln9 Division Mr. Daniel Meyers, Pro~ect Manager 1149 S. Broadway, 10 Floor Los Angeles , CA 90015 (213) 485-3774 II Finar:telal af'.ld compllaAce audits of Prop A, C and 2009-201-0 TDA Articles 3 & 8, Measure R Local Retum, Transit System FttAds , LADOT services , SCRRA Metrolink Program, Immediate Needs, Rider Relief Transportation and SHO~e Subsidies Programs of the 89 jurisdictions, transit operators and other transportation program recipieAts In LA County. IRcurred-cost and overhead rate of 6arrio Planners, lAC. CoAtract No . PS2S-25t0-15-17A 2002-2005 Incurred cost and-close oot attdits of approximately 19 contractoJ:S . Contract No. 1!>501-2511-15-13. Pre-2000-2003 awaFd audits/ Analysis of Cost-Price of approximately 70 contractors Performance audits iA accordaRce with Government 2006 -present Auditing Standards of approximately 17 waste haulers tmder the AB939 Program . Contr:act No . C- 107806 www.vasquezcpa .com Proposal for Auditing and Accou nting Se rvices 11 l.os Angeles Unified School Olstr1ct Office of tl:le Inspector Gene ral 333 S . Beaudry Avenue , 1ih Fl oor Los Angeles , CA 90017 Mr. Austin 0 Awualu (213) 241 -7750 City of t.os Angeles Department of Recreation and Parks Ms. Putthac hart Yip, At:Jdit DivisioR 1200 W. 7th Street, StJite 748 Los Ange les. CA 90017 (213) 928-9343 Community Redevelopment Agency for the City of Los Angeles Mr. Gordon Seaberg Diredor of Audit aRd Compliar.~ee 354 S . Spr.iRg St., StJite 500 Los Ange les , CalifoA'1ia 90013 (213) 977-1600 Bassett Unified School District Mr. James 0 . Ballard Superintendent 904 North Willow Avenue La Puer:~te, CA 91746 (626) 931-3000 Department of Auditor-Controller, County of Los Angeles 350 S Fig ueroa Street , 811\. Ftoor Los ARgeles , CA 9007 1-1101 Mr. Don Chadwick, DivisioA Chief (213) 251-5321 Alameda Corridor Transportation Authority (ACT A) One Civic Plaza , St1ite 350 Carson , CA 90745 Mr. James Preusch, CFO l) 31 0-233-7 480 F) 310-847-1723 E) j preust.l@acta .org IAcurred cost and close-out audits, ovemead rate 2003-present ai:Jdits, chaRge order audits, pre-award audits in accordance with auditing standards geRerally accepted in the Un ited States of America , Generally Accepted Government Auditing Sta l'l dards, and the crite ria prescribed by St:Jbpart 31 .2 of the Federal Acquis ition Regtllatiol'l (FAR) aAd in conformaACe with the Cost AccouRling StaRdards Board Pronouncements . Agreed-upon procedures to assist t he DepartmeAt of 2009 Recr.ealioR and Parb in deteFminiRQ recreation facilities compliance with the MRP aRd applicable Cash HandliRg procedures s1:1ch that all collections were properl y accounted for and deposited timely into the City's account A1:1dits, reviews, and speclai 4Rt•estigatlol=ls in the form 2005 -prese~t of agreed-upo~ procedures to assist with stJch matters as residual receipts calculalioAs, and procureme nt guidelines comp liance. Agreed:-t:tpon Procedtnes to assist the District in the 2010 review and evaluation of Bassett's USD's 'Humar:1 Re so~rce Depar:tmeAt and Personnel CommissioR in accordance with attestation standards established by the Amer:ican 1nstittlte of Certified Publ ic Accountants. Califomia Eme rge ncy Management Age ncy's 2009 to (CaiSMA) Sub-recipient Monitoring Fi nancial and present Compliance Audit for Grant Year 2006 to provide reasor.~able asst1rance that the 42 S ub -rec ip ients that receive Call:MA grant ftlooing comp li ed with CaiEMA GraAt reqt:tiremeRts . Ensure tbat the Sub-recipients corrected areas of ~OR-compliance Acted ill prior monitoring report. lncurred-<:Ost, close-ot:t l and ovemead rate audits of 2001 -preser:~t approximately 50 professional service and coRstructiOA contradors with multiple-year audits. Contract No. C0754 www .vasqu ezcpa.com Proposal for Auditing and Accounting Services 12 DESCRIPTION OF ANY REGULATORY ACTIONS TAKEN AGAINST THE FIRM OR LOCAL OFFICE Vasquez & Company LLP has maintained a perfect services record throughout its over 40-year h istory of professional service and we state with pride that our Firm has: • Never had any complaints filed against it with the California State Board of Accountancy for substandard work or for any other reason , • Never been requested to res ign from any engagement, • Never received a negative desk or field review from any of our clients' cogn izant agencies regarding any of our audits, and • Never been involved in or settle any potential litigation PEER REVIEW REPORT Vasquez & Company LLP's commitment to quality is exemplified by its external peer review report. Our firm is a member of the American Institute of Certified Public Accountants (AICPA) Divis ion of Firms and received a peer review rating of Pass without comment on its peer review report dated July 13 , 2010 This review covered several government engagements, including a city comparable in size and audit scope to the City . A copy of the peer review opinion follows . II www . vasquezcpa .com Proposal for Aud iting and Accounti ng Services II AJCPA Peer ReMew Program Adulli li;ltt wd by the Nll!lcnaJ "-1'1•"'-CommiltM Oaobu 29,:!010 Gllben R . V~z , CPA V~z &: Company,ll.J' &0 1 s Grand Ave S re 400 Los~. CA 90017 De;u Mr. Vuqu.ez.: Ir ls my plusun 10 uo!Uy you !lw on October 20, 2010 !:be NuiotW .l'ur ~ Comminee ~.C~Cepted tbe report on me ID0$1 rearu S}'S't.m peer revie'l.' of fOUI finn.. Tbe due we tor your llUl rmew is 1une 30, 201.3. This is the dire by which Ul l'f\'iew docmnt.n.tl ~ould be co~red mcS submined ro the ldm.tnlsrertng entity. As y on mow, r:be report bad 1 peer review mi.Dg ot ~s.s. Tite Com.mine t illsDd ~ ro COliVey illl rongn rul.a.Iion.s ro the firm. S inoerely , R.oben Rohweder Cha.ir-Na.Iionall'RC Dpi~cpa.mg919 40:!-4SOZ cc.: Bun on Armslrong, CPA Firm !\umber: 10138115 R.eviev• !\umber: 305778 -uo ~ ~ Cet ut'oo<l ~ "<<DIU'III ZIO 1."'9 f..-, >t.I.IN-Nir-NC 17707 • t~I.J cal·A!iOO • , .. :t111J ~50!> • --.<tr~ --- ~-··• 1 -... ···•· • ·r1 . • www.vasquezcpa.com 13 Proposal for Aud it ing and Accounting Services ,.,~~. 5nDJ.~~ .. Clnlol.~(Jl'. Hill flit Pllll[ moumm 8lk K. XII\ a, .& ~LH&k~JCST ·~ . ... ~(;7;.. SYSTEM REVUW REPORT July 13 ,2010 To the Partners ViJSC.!uc:z .t Cnmplln )', LL f> and the: National Pe er Rev iew Comminu We have reviewed the 1ystem of qua li ty control far the acc ou nt ins and aud ll mp. practke of Vasquez & Company, LLP (!he fum) appl ica ble to non·SEC IS$\ICT1 In ~ for tbc yar e nded Dooember 31, 2009 . Our pe er rev iew wu conduc:led in ~c wilb the Stllldlrd:s fur ~i A& and Reporting on Peer Reviews cStabJisbcd by the Peer Review Board o(the American lnstiMe of Certified Pub!X: Accountanu. The flrm I' rt:Spoo siblc for design in&• S)'lkm of quality coab'OI and complying with it to provide the flnn with reasonable anurance of perform ing and reporting ill confonuity with applicable profmional ~s In all material r esve~:ts . Our responsibility is to expas 1.11 op in ion on the dctlan of die 3Y*m of qua lity control and the li nn '~ complianu tbcn:w ith baed on our rnicw . The Mture, objective~ 1eupe, limitatioru of, IDC1 the proc:cd~ peri"omleld in • System Review are de:Kribc:d in the standards lit www.aicpa.orafprsummary. M required by the standards. cngn gcmcnts selected for review included ettgaaements performed &mder ~ffl Awiiliftg SICJ1td.wds t~nd audits of enployee benefit plans . In our opin ion, the system of qwality control ror the accouniing and audit ing pr~Ktlcc of Vasquez & Compan)'. LLr app li cab le 10 non-S EC i~ in cffc:c.t for the )Uf ~:ndcd IJcccml>cr 3 1, 2009, lw been su itA bly designed and ~:o rn pl i c:d with to provide the fun. with ~blc as.~u~ o f perform in& and reporting in conformity wu h a pplicable profeu l001l ~ndards In allllnlterie l resporu. Firms can receive a ,_.ina of ~1. pass -..iJJr d eficieJ•c;(tt'r). or fail. Vasquez & Company, LLP hu rece ived a peer review l"llting of pas.s. BROWN ARMSTRONG ACCOUNTANCY CORPORATION ~~· By : BllrtOr\ H. Armstrong W'NW .vasquezcpa.com 14 .. Proposal for Au diting a nd Accoun ting Services 15 DESCRIPTION OF AUDIT APPROACH We know from our prior expe r ience with other similar entities, coup le d wit h our un ique approach to auditing , our approach will result in a timely, efficient a nd cost-effective audit for the C ity . Our audit will be conducted with a minimum of disruption to ongoing day-to-day operations . The implementation of our audit appro ach to the City and its relat ed entities will be divided into the following ph ases : Phase I • Familiarize ourselves with operating environment • Perform risk assessment procedures • Perform preliminary analytical review • Identify major prog rams for Single A udit testi ng • Develop Audit Plan • Discuss and agree o n financial statement format • Reevaluate the progress of the aud it and make any changes on aud it approach and procedures , if necessary. I I Phase II • Assess internal control environment • Perform SAS 99 (Fraud evaluation) procedures • Identify internal control strengths and weaknesses • Evaluate design and implementation of selected controls • T est controls ove r financial re porti ng and administration of federal funds • Understand accounting and reporting activities • Draft internal cont rol management letter comments Phase Ill • Plan and perform substantive audit procedures • Perform substantive compliance aud it tests over federal programs • Conduct final analytical review • Consider Audit Eviden ce Sufficiency • Condude on critical accou nting matters www . vasquezcpa .com Phase IV • Perform completion procedures • Draft CAFR. Perform overall evaluation of the financial statements and disclosures • Review financia l statements in accordance with GFOA Award criteria • Draft management lette r • Draft auditors' reports on federal and state compliance • Conduct Exit Conference with management, induding d iscussion of proposed audit adjustments, internal control and compliance find ings and management letter • Issue aud itors' reports and management letter Proposal for Auditing and Accounting Services 16 Phase 1-Audit Plann ing The planning phase lays the foundation for the d irection of our aud it efforts . With the implementation of the new Statement on Auditing Standards (SASs), planning is no longer a separate audit phase, but continues throughout the audit. We will perform risk assessment duri ng the planning phase of the audit and develop our audit approach based on the resu lts of our assessment. It encompasses the following steps: Gaining and Documenting an Understand in g of the City 's Internal Control by : D Conducting entrance conferences with the appropriate City officials . The agenda would includ e , but need not be limited to, the following: • The application of generally accepted accountin g principles • Concerns of the City management • Report requ irements , refinements and deadlines • Initial aud it report and timing schedule • Assistance by the City personnel • Establishment of principal contacts • Progress reports process • New Single Audit Requirements and Other Compliance Issues • Consideration of Fraud in a Financial Statement Audit • The auditors' responsibility for fraud detection • Management's responsibility in fraud prevention • Scheduling inqu iri es of management and others (including non-accounting personnel) about the risk of fraud 0 Expanding our understanding of the City and its Operating Environments . We will accompli sh th is by familiarizing ourselves and updating our knowledge of applicable background information pertinent to the City, its grants and funding structure through our review of the fullowing : • Applicable state legislation • Organizational structure • M inutes of the City Council and other related entities • City charters, ordinances and bond covenants • Policies and procedures manuals, adm ini strative codes , rules and regu lation s • Long-range plans of the City and other related entities • Operational and capital budgets • Description of the City 's financial and other information systems • Recent financial statements and key operating stat istics • Contracts and major commitments • Grant agreements • Cost allocation plans • Possible effects on the City of the actions of regulatory agencies • Fraud Risk Assessment Process 0 Through our background knowledge of the City and its related entities, and as a result of our fact-finding process, we will conduct ri sk assessment procedures and develop an in-de pth understand ing of the areas of concern . We will be in a position to meet with the City management to d iscu ss areas that might have a significant impact on timing and completion of the aud its or that may be of special concern to management. We will review such areas in~epth to obtain an ear ly understand ing and resolution of any "problem " areas that may imped e our progress and to develop our overall approach so that th e C ity will have sufficient time to develop the data necessary for completicn of the audit w ith min imum amou nt of disruption of the day-to-day routine. We will gather information needed to identify fraud risks. D Our planning process will also include a specific rev iew of computer activities performed by the City personnel. II www.vasquez cpa .com Proposal for Aud iting and Accounting Services 17 Phase II -Risk Assessment and Internal Control Documentation The steps included in this phase are as follows: 0 Our systems evaluation approach enables us to obtain a better understand in g of the various transaction cycles and sub-cycles and how they relate to each other. By us in g narrative and flowcharting techniques for each cycle , we will identify the critical points in the flow of financial information. Our basic technique begins with information contained in the financial statements and traces such information back to source data . This process is infinitely better than the traditional tedious method of going from source data to financial statements. Cl We will identify the strengths and weaknesses in each of the transaction sub-cycles and sub-aud it areas that have a bearing on the audit objectives. Th is identification of internal control strengths and weaknesses will enable the audit team to detennine the emphasis to be placed on audit testing . It will also serve as a basis for the development of conclusions and recommendations regard ing weaknesses in the systems of internal accounting control and opportunities for improving efficiency and effectiveness . 0 We will test tran saction cycles using statistical and judgmental sampling methodologies to determine whe th er the necessary control procedures are prescribed and followed satisfactorily. The sample size will range from 25 items to 60 items, depending on how we assess control audit risk and audit detection risk. In addition , if there are any deviations in our sample selection, we will expand the sample size and if the additional sample confirms the deviation problem , we will use statistical techniques to extrapolate the dollar value of the deviation . 0 We will inquire of management and others (including non-accounting personnel) to identify fraud risk s. Cl Our engagement team will discuss and consider the susceptibility of financial statements to fraud and to emphasize professional skepticism. We will obtain infonnation necessary to identify risks of material misstatement due to fraud . We will identify risks that may result in material misstatement due to fraud . We will assess the identified risks after considering an evaluation of the antifraud programs and controls. We will respond to the identified risks . 0 We will provide periodic written progress reports on the planning and test work performed during the plann in g and interim fieldwork phases and disc uss the schedule to complete the aud its in the most economical manner. 0 Single Audit -As part of in terna l control testing , we will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requ irements applicable to each major federal award program . However, our tests will be less in scope than would be necessary to render an opinion on those controls and , accordingly, no opinion will be expressed in our report on internal control issued pursuant to OMB Circular A-133 . Cl Our engagement service team will prepare a tailored aud it program unique to the City based upon applicable single audit guidelines and the identification of internal control strengths. Our audit programs are tailored into a unique , efficient and effective document addressing the audit objectives, issues, and systems of the City. www . vasquezcpa .com Proposal for Auditing and Accounting Services 18 Phase Ill -Substantive Testing The third phase of our audits w i ll be the testing or traditional fieldwork phase. The steps involved in this phase are as follows : a Substantive Testing -The purpose of the substantive tests is to provide reasonable assurance of the validity of the information produced by the accounting system . These tests will include various detail tests and analytical procedures , including ratio analysis , comparisons of actual-to-budget information and other procedures. a Analytical Review Procedures -Analytical review procedures, consisting of statistical, ratio, and trend analyses are performed during ev ery phase of the audit, from the p lanning phase to reporting phase. These analytical testing techniques provide feedback on potential areas of audit concern as well as provide comfort concerning the overall reasonableness of the financial statements . a We will assess identified fraud risks and respond to the fraud risk assessment. 0 We w ill d iscuss all adjusting journal entries proposed by our auditors and e xplain them to the C ity personnel prior to recording . It is our practice to discuss issues and proposed audit entries with the program manager or management personnel immediately responsible for the program to ensure that we have not m isunderstood that part icular situation . This will ensure that the proposed entry or management comment and recommendation are accepted by the immediate manager in charge, and will ensure that the recommendation is feasible and makes business sense. It is also our policy to address issues and resolve them as they arise, and not wait until the end of the process and surprise management with a long list of issues that need to be addressed . In short, there w ill not be any surprises to anyone. The final element in our work plan is the reporting to the City officials ov~rseeing the audit in order to apprise them of our progress. We obviously believe communication is vital. We have stressed the importance of continuous close relationships throughout this proposal and have indicated the va r ious po ints where we will meet for specific discussions and decision . Thus , we believe we should have regular progress meetings between our top engagement personnel and the C ity officia ls . It is our intent to use these meetings to report: 0 Accomplishments a Outlook Q Problems that have to be resolved . It is also our practice to work closely w i th the State Controller's office. Accord ingly, we are ava ilable to meet with represen tative of the State Controller's office, C ity management, and grant program at any time throughout the engagement to ensure the efficient completion of the various audits and the acceptabil ity of the related reports . Further, it is the strict pledge of the Firm to update the appropriate City personnel on a regular basis . Phase IV -Reporting The last phase of our audit involves preparation of Independent Auditors' Reports, Single Audit Reports, find ings and our management letter comments . Because of our emphasis on ear ly problem resolution in the planning phase of the examination and extensive interim test work, our final audit fieldwork w ill be mainly concerned w ith reviewing the fair presentation of the fina l numbers that w ill appear in the annual financial reports . Throughout the final phase , Mr. Waddle will monitor and review the work. The critical audit areas of each fund audited w ill be reviewed in the field by the engagement manager. We will evaluate the audit evidence and communicate instances of possible fraud to the proper level of authority. We will work closely w ith the City personne l to prepare the annual financial statements. Prior to the signing of our accountants' reports, a "cold " review of the draft reports and other documents will be performed, in II www. vasquezcpa .com Proposal for Auditing and Accounting Services 19 order to evaluate the professional excellence of the examination . Mr. Waddle will then give his concurrence as to the propriety of the accountants' reports . Every effort will be made for early delivery of the reports to ensure prompt and satisfactory professional service . Our Approach to the Preparation of Management Letter 0 A mean ingful management letter does not just appear at the end of an audit; its preparation is a continuing process throughout the course of the audit. Indeed, to be most beneficial, the letter to management should be issued while the audit is in process , not well after the fac~ as is often the case. We emphasize the importance of the management letter with the entire audit team and believe this continual awareness encourages the audit team to view audit situations in terms of constructive management letter comments. We believe that management letters are of equal importance with our opinion on the financial statements; accordingly, we devote considerable attention to developing meaningful comments to management. As auditors for the City, we will be interested in the City's overall success as an efficient, properly controlled and cost-effective unit of local government. Therefore, you can expect us to offer constructive suggestions regarding your operations. Indeed, while the profit motive is not the paramount objective of municipal government, this does not lessen the need to view the City as a business , and one that should be effectively and efficiently operated. Thus, we prefer to view management letters as more than a vehicle for citing and eliminating weaknesses in the system of internal accounting control. Our management letters place heavy emphasis on the operational side of the governmental unit, and our suggestions for improvements are designed to improve overall management and result in a better use of resources. 0 Conduct Entrance and Exit Conferences with the City officials -We will meet with management at the outset of final fieldwork to discuss our approach to the final fieldwork and to update ourselves on any developments subsequent to interim fieldwork. We will also meet with the appropriate City officials at the completion of final fieldwork to summarize the results of the audits and discuss any significant findings before our comments are finalized in writing . D At the conclusion of our audits we will make a presentation to the City Council and the Agency's Board and/or the appropriate Audit Committee, during which we will discuss our audit approach , scope and results . We pride ourselves on our ability to convey complex information in an informative fashion , free of bias, such that the City can evaluate the significance of the information and determine action plans as may be appropriate. Consideration of Fraud We will consider the risks of material misstatement of the financial statements due to fraud and design the audit to provide reasonable assurance of detecting fraud that results in the financial statements being materially misstated in accordance with SAS No. 99, Consideration of Fraud in a Financial Statement Audit. The consideration of fraud is not separate from the consideration of audit risk but is integrated into the overall risk assessment process. The procedures presented in fraud consideration may be performed concurrently with other procedures and the evaluation of fraud risks will occur continuously throughout the audit. Risk Assessment We will also perform risk assessment procedures in accordance with SAS No . 109, Understanding the Entity and Its Environment and Assessing the Risks of Material Misstatement sufficient to obtain an understanding of the entity and its environment, including its internal control to establish a frame of reference to determine whether any of the assessed risks are significant risks that require special audit consideration or risks for which substantive procedures alone will not provide sufficient appropriate audit evidence. Based on the understanding obtained from our SAS No . 109 procedures, we will design and perform audit procedures in response to the assessed risks identified and audit evidence obtained in accordance with SAS No. 110. II www. vasquezcpa .com Proposal for Auditing and Accounting Services 20 Sample size and the extent to which statistical sampling is to be used in the engagement We will test transaction cycles using statistical and judgmental sampling methodologies to determine whether the necessary control procedures as prescribed are followed satisfactorily. The sample size will range from 25 items to 60 items, depend ing on how we assess control audit risk and audit detection risk . In addition, if there are any deviations in our sample selection , we w ill expand the sample size and if the additional sample confirms the deviation problem , we will use statistical techniques to extrapolate the dollar value of the deviation . Extent of use of EDP software in the engagement Computer Audit capabilities -All members of our staff are skilled at auditing in an e lectronic data processing (EDP) environment and have extensive experience with microcomputers and software applications . Our audit personnel have a wealth of experience in evaluating complex computerized accounting systems of governmental units . They are proficient at analyzing deta iled financial records , wh ich are computerized with automated subsystems. We use computer-assisted audit techniques and various tests through and around the computer to audit large and /o r complex EDP systems. Members of our engagement team have additional knowledge and training with computer auditing . All of our staff auditors carry to the field w ith them, "laptop" computers so the use of electronic spreadsheets and specialized aud it software packages are used extensively by our staff, making the audit process move faster . Our audit staff generates all fund trial balances , lead sheets and detail working papers on laptop computers through either downloads or input of individual fund general ledger information . This process significantly reduces the amount of time City personnel must spend preparing audit schedules. Type and extent of analytical procedures to be used in this engagement The audit team will use our analytica l review techniques to identify other areas that might require attention. Until the year-end account balances are finalized , our review will focus on budgets compared to actual/projected in formation . We can thus , identify certain sensitive areas to determine whether they are indeed areas requiring extra attention. We will also focus on unusual flu ctu at ions occurring w ithin individual funds to identify accounts and areas which merit further investigation. Based on our understanding of the City's operating environment, thro,Jgh our analytical review and other planning procedures , we will meet with the City personnel to highlight areas to be emphasized during the audit. We will concentrate our efforts on the identified areas of audit concern and areas we know are important to the City Officials. Some of our preliminary audit concerns are elaborated as follows : • Compliance with applicable laws , regulations and reporting requirements • All matters of compliance with GASB statements and interpretations • Receipt of all revenue to which the City is entitled • Purchases are authorized and within budgetary limitations • Encumbrances and liabilities are recorded and charged to proper budgetary accounts • Proper accounting for fixed assets incl ud ing in fras tructure assets • Proper recording of outstanding obligations. Approach to be taken to gain and docum ent an understanding of the City 's internal control structure In order to gain and document an understanding of the City's internal control structure, we will review the City's policies and procedures, meet with appropriate management personnel to ascertain actual operation of policies and procedures and carry out compliance tests to document internal control strengths and weaknesses. In reviewing controls over EDP systems emphasis would be placed on the following : • Determ ination of the organizational and operational controls over the data being processed includ i ng but not limited to , system development and maintenance controls , hardware controls, and access controls www.vasquezcpa .com Proposal for Aud itin g and Accounti ng Services • Evaluat ion of th e degree of "control consciousness " among personne l • Determ ination of the potential impact of general control strengths and weaknesses • Consideration of the possibility of management override of controls Approach to be taken in determining laws and regulations that will be subject to audit test work W it h regard to pla nnin g for single aud it requirements, we will perform the following : 21 • The City will be asked to prepare a schedule that lists each grant program it administered during the audit period . The grants should be categorized by grantor agency and grant numbers. The compliance requirements to be tested will be identified for all major grant programs received by the City. The compliance requ irements for the major grants w ill be extracted from "Major Compliance Fea tures of Programs Adm inistered by State and Local Governments" for grants covered in that document. • Compliance with Laws and Regulations -The purpose of testing compliance with laws and regulations is to determine whether the City is complying with laws and regulations , spec ifteally as they appl y to state and federal financial assistance. Compliance procedures will include rev iewing state and federal grant requirements , applicab le laws and re~ulations , allowable costs , eligibility, sub-recipient monitoring , and other specific agen cy requirements . Approach to be taken in drawin g aud it samples for purooses of test of complia nc e The Firm also utilizes statistical sampli ng whenever possible to reduce the number of test items se lected and to increase the reliability of our testing procedures. The decision whether or not to utilize statistical sampling , in many in stances , depends upon the degree of reliance to be placed on internal accounting controls. The stronger the internal controls, the more likely statistical sampling can and will be used . Statistical sampling is most often employed in our compliance testing procedu res during the Single Audit SINGLE AUDIT APPROACH The Vasquez & Company LLP audit team has significant experience with approximately 100 s ingle audit clients. During the audits, we have worked closely with a variety of federa l agencies including the departments of Agriculture, Education , Labor, Transportation, Health and Human Services, Housing and Urban Development, and the Env ironmental Protection Agency . We will beg in our single aud it procedures and program specific grant procedures by developing a comprehensive understanding of the laws and regulations that have a direct, material effect on the determination of amounts in your financ ial statements . This understanding will be based on : • Identification of federal/state award programs and total federal/state expenditures; • Determ inat ion of major federal award programs; • Discussions with City staff; • Rev iew of Board minutes; prior audits , grants and contractual agre~ments ; and • Review of relevant federa l program requirements from the Office of Management and Budget (O MB) Circular A-133 Compliance Supplement and the Catalog of Federal Domestic Assistance . Vasquez & Company LLP's single audit approach is based on guidance available in OMB Circular A-133 and Government Auditing Standards issued by the Comptroller General of the United States. When testing your major federal/state programs , we follow the suggested audit procedures inclu ding the Compliance Supplement. For federal or state programs for which guidance is not ava il able, we will establish programs using applicable grant agreements and federal regu lat ions . www . vasquezcpa .com Proposal for Auditing and Accounting Services 22 KEY ELEMENTS OF THE SINGLE AUDIT PROCESS Vasquez & Company LLP's au dit te am will work closely with City management through the entire single audit process . The elements will include , but not be limited to the following : Phase I-Planning • Gain an understanding of the City's major internal control systems and environment related to your major federal/state grants ; • Review your administrative systems for federal and other grant programs ; • Assess risk related to federal programs; • Conduct a brainstorming session in accordance with SAS 99, including federal and other grant program administration; • Obtain the "Schedule of Expenditures of Federal Awards" (SE FA); • Review your prior year SEFA and "Schedule of F indings and Questioned Costs"; • Prepare an analysis of federal programs according to type (i.e. Type A or Type 8 program ): • Determine major programs by type based on the audit risk analysis in the assessment performed , and • Determ ine the reliance to be placed on the City's systems of internal control for federal and other grant programs through documentation and control testing . Phase II -Fieldwork • Review audit prog rams from the Compliance Supplement to determine the adequacy of the programs ; • Review and document the requirements of the programs to be tested ; • Revise programs as necessary based on program requirements ; • Interview staff, management, counsel, and officials based on planning ; • Determine sample selection methodology and the types of procedures that will be performed us ing selected transactions and documents ; • Select the transactions and documents for testing ; • Perform the aud it procedures as documented in the audit programs ; • Document testing results; and • Evaluate the results of test ing and determine areas that require further examination . Phase Ill-Review of Testing Results • Establish the review protocol for evaluation of results ; • Review potential findings and questioned costs and communicate with City management; • Review compliance requirements and compare expected results to the exceptions noted to evaluate materiality ; and • Draft a summary of the testing results. II www.vasquezcpa .com Proposal for Aud iti ng and Accounting Services 23 Phase IV -Reporting • Re vi ew federa l, state, and other grant reporting requ irements; • Determi ne whic h i nternal co ntro l fi nd ings are significant deficiencies or materia l weaknesses ; • Prepare findings and draft the auditors' reports ; • Rev iew draft reports with C ity management; and • Evaluate management feedback and pro posed co rrec t ive actions, mak e revisio ns as necessary, and finalize the report ASSISTANCE FROM THE CllY Our audit approach assumes that representatives o f the C ity staff w ill fu ll y participate in the p lanning , fieldwork, and completion of the aud it process. Full participation means that the C ity w ill provide the resources necessary to allow Vasquez & Company LLP to complete the aud it in a timel y and effective manner whil e meettn g your deadlines. We anticipate that t he management and staff of the C ity w ill participate and assist in the follow ing areas : • Participating in aud it planni ng sessio ns to provide perspecti ve on risk areas in the aud it; • Assisting in the documentation of internal controls ov er processes ; • Providing information such as ex penditure reports , general ledge r prior to commenci ng year end fieldwork ; • Partic ipation i n fact find ing i nterviews with various C ity staff and consultants , as necessary; • Encouraging the free exchange of information between the City staff and Vasquez staff; • Committi ng to a year round aud it approach and interaction w ith the aud itors; • Prov id ing open access to the C ity management and other personnel ; • T imely responses to information requests and audit resolution issues. HOURS BY STAFF LEVEL -Sta~ II•IJ·II -State Contro11er~s Reports Tax. Form Total -. I Level· ~ --_ - PartRers/Principal 19 Manager 60 Supervisor 90 Senior Auditors 168 Totat 337 II -..... . 5 5 2 8 6 1 12 6 2 20 40 0 45 59 5 www . vasquezcpa.com 0 6 44 0 50 Returns ssoo . Hours 2 4 0 0 6 2 8 0 0 10 27 49 61 185 512 Proposal for Auditing and Accounting Services SUMMARY OF THE PROPOSER'S INDIVIDUAL AUDIT STAFF TECHNICAL QUALIFICATIONS 24 Vasquez & Company LLP is able to assemble and manage multi-disciplinary teams of highly qualified and experienced professionals, drawing upon audit staff resources and the complementary capabilities of technical advisory groups . Based on our many years of experience , we are able to integrate the ro les and functions of professional , administrative, and supporting staff into a common effort. In our practice, we employ a team approach . Over time , we have found that our team concept is the most effective way in which to serve a client's diverse needs. Each member of our proposed team possesses a level of experience that is d irectly re lated to the tasks that he/she will perform . Our aud it admin istration structure provides for a depth of experi ence and techn ica l s kill s from our management personne l. This ensures that the City personnel will have continuous access to an appropriate, knowledgeable representative of the engagement team . Our Firm and all assigned key professional staff are properly licensed to practice as Certified Public Accountants in California. COMMITMENT TO STAFF CONTINUITY Our commitment to achieve long-term engagement continuity is accomplished through early plann in g and thorough management which increases audit efficiency and streamlines the audit process for the City. The selection of personnel we propose for assignment to th is engagement has been based on the above criteria . The Firm covenants that it w ill not replace any of the "key management personnel" unless circumstances beyond our control occur (e .g . personne l leave the Firm). Each person to be ass igned to the engagement has been chosen for his or her ability to repeat on future years' engagements. The success of any audit engagement depends on the people selected to actually conduct the audit. We consider it imperative that the selected engagement team : •!• Possess and demonstrate the necessary technical skills to perfo rm their ass ign ed tasks in an efficient manner, •!• Establish a "track record" of effective coordination among each other and with the client in order to meet the stated audit objective, and •!• Establish continu ity of effort from year to ye ar and among each other in order to avo id "ret ra inin g" our personnel in subsequent years. The engagement team we propose for the City's audits has been chosen based on the above criteria and their prior experience on similar engagements . A synopsis of the team members and their respective roles followed by their resumes is as follows : Gilbert R. Vasquez, CPA Coor-dinating Partner II Gilbert R. Vasque;z:; Managing Partner of Vasque;z: & CompaRy LLP and a Past-pFesident of the California Board of Accountancy with over 40 years of public accounting experience will have the responsibility and authority for the audit engagement and act as the liaison between the City and the Firm . He will assist in tRe monitoring, review in g and evaluating the engagement In addition, he will consult with management on issues relevant to the engagement. www . vasquezcpa .com Proposa l for Auditing and Accounting Services Lee C. Waddle, CPA Quality Control Partner Margaret J. McBride, CPA Principal· Crlsty Canieda, CPA Senior Manager Clarinda Bareng, CPA Supervisor II Lee Waddle; Vasquez & Company LLP Qua li ty Control Partner and former Ernst & Young, Quality Control Senior Manager with over 40 years of public and private accounting experience. He will have the responsibility of concurring partner for the City engagement He will be the primary profess ional standards fevlewer of reports ~ssued and will work closely with the Engagement Principal In planning, reviewing and evaluating the fieldwork. Margaret McBride; Vasquez & Company LLP Government Practice Leader and former KPMG partner on numerous municipal aud it engagements and partner-in-char-ge of government advisory services for the western reg ion , former Assistant Director of Finance for the City of Columbia, Missouri, former State eoard of Directors for the Cal ifo rn ia Society of CPAs and former AICPA in structor on government auditing and accounting with over thirty (30) years of public accotmting experience focused primarily on the government sector will be responsible for planning , directing, and supervising our services to the City. She will develop the engagement strategy, provide on-site direction to our team, work closely with C ity management and will be ava ilable throughout the year to ensure proactive Issue identification and service delivery. Cristy Canieda; Vasquez & Company lLP Government Practice Group Senior Manager w ith sixteen (16) years of public accounting experience focused primari ly on the public sector will be responsible for managing the aud it team for the City engagement She wi ll work with the engagement principa l on audit strategy and planning efforts and work closely with the City to ensure proactive issue identificat ion and resolution. She will oversee the operations of the fieldwork and prov ide gu idance on audit procedures, reporting and pr-esentations. Ms. Bareng , Supervisor with the Government Sector Practice Group with our Firm with ten (10) years of audit and' accoun ti ng experience focused primarily on the government sector will supervise aud itor in the field and have direct participation lo audit procedures and r-eport pr-eparation . www . vasquezcpa.com 25 Proposal for Auditing and Accounting Services Areas of Expertise GILBERT R. VASQUEZ, CPA Managing Partner Gilbert Vasquez, Managing Partner of Vasquez & Company LLP and Past-President of the Ca li forn ia Board of Accountancy with over 40 years of public accounting experience w ill have the respons ib ility and authority for the engagement and act as the li aison between the City and the Firm . He will assist in the monitoring, reviewing and evaluating the engagement. In addition, he will consult with m anagement on issues relevant to the engagement. Mr. Vasquez area of expertise is focused on accounting , taxation, financial , and compliance aud its, internal control review of local municipalities, special distr icts , redevelopment agencies. financin g authorities and other local governmental component un its. nonprofit organizations , privately held co mpanies and publ icly traded companies. Standards Mr. Vasquez is familiar with conductin g audits in accordance with the following standards and provis ions: • Generally Accepted Aud iting Standards • Single Audit Act Amendment of 1996 • OMB Circular A-133 • OMB C ircular A-122 Representation of Experience • Generally Accepted Government Aud iting Standards • Federal Acquisition Regulations • Standards of the Public Company Accounting Overs ight Board Mr. Vasquez's experience includes his involvement in the following engagements : • C ity of Baldwin Park • C ity of Carson • C ity of Cudahy • City of El Monte • City of Norwalk • City of Huntington Park • City of Pico Rivera • City of Lynwood • City of Gardena • City of San Fernando • C ity of Needles Public Utility Authority Educational Background • Centra l Bas in Municipal Water Distr ict • Upp er San Gabriel Valley Municipal Water District • Water Replenishment District of Southern Cal iforn ia • Valley County Water District • Walnut Valley Water District • Southern California Association of Governments • San Gabri el Valley Council of Governments • Alameda Corridor East Construction Authority • Alameda Corridor Transportation Authority • Los Angeles County Metropolitan Transportation Authority Consolidated Aud it Mr. Vasquez rece ived his Bachelor of Science in Business Administration, with an emphasis in Accounting from California State University , Los Angeles . He is also a credentialed Professor of Accounting. Professional Affiliations Mr. Vasquez was a member of the 1984 Olymp ic Organ izing Executive Committee and currently serves on the Board of Directors of its successor organ izat ion , the LA84 Foundation . Mr. Vasquez continues his membership on several Boards including Manufacturers Bank, Promerica Bank, Entrav ision Commun ication Corporation and Green Dot Publ ic Schools. Mr. Vasquez meets the Firm and profess iona l CPE requ i rements . www . vasquezcpa .com 26 Proposal for Auditing and Accounti ng Services 27 Areas of Expertise LEE WADDLE , CPA Quality Control Partner Mr. Waddle is the Qual ity Control Partner with our F irm and former Quality Control Senior Manager with Ernst & Young -Orange County with over forty (40 ) years of ex perience in private and public accounting . Mr. Waddle will have the respons ib ility of co ncurring partner for the City engagement. He will be the primary professional sta ndard s reviewer of reports issued and will work closely with the Engagement Pri ncipal in planning , reviewing and evaluating the fieldwork. Mr. Waddle area of expertise is focused on accounting, taxation , financial, and compliance audits, internal co ntrol reviews of local mun icipalities , specia l districts, redevelopment agencies, financing authorities and other local governmental component units , nonprofit organizations, privately held compan ies and publicly traded companies . Standards Mr. Waddle's is familiar with con du cting audits in accordance with the following standards and provisions: • Generally Accepted Aud iting Standards • Single Audit Act Amendment of 1996 • OMB Circular A-133 • OMB Circular A-122 Representation of Experience • Genera lly Accepted Government Auditing Standards • Federa l Acquisition Regulations • Standards of the Public Company Account ing Oversight Board Mr. Waddle's experience in this area includes his involvement in the follow ing engagements: • City of Baldwin Park • Central Basin Municipal Water District • City of Carson • Upper San Ga briel Valley Municipal Wate r District • City of Cudahy • Water Replenishment District of Southern California • City of El Monte • Valley County Water D istrict • City of Norwalk • Walnut Valley Wate r District • City of Huntington Park • Southern California Association of Governments • City of Pico Rivera • San Gabriel Va ll ey Council of Governments • City of Lynwood • Alameda Corri dor East Construction Author ity • City of Gardena • Alameda Corridor Transportation Authority • City of San Fernando • City of Needles Public Utility Authority • Los Ange le s County M etropolitan Tran sportation Authority Consolidated Audit Professional Background Prior to joining the Firm , Mr. Waddle served as Director of Internal Auditing for Ti ger International and as Assistant Director of Internal Auditing for Whitaker Corporation. Mr. W addl e was a senior audit manager in charge of quality control for Ernst & Young , LLP in its Orange Cou nty office. Educational Background Mr. Waddle received his Bachelor of Science in Business Administration, with an emphasis in Accounting, from the California State University of Los Angeles. He is a member of the California Society of Certified Publi c Accountants . Mr. Wadd le meets the Firm and professional CPE requirements. II www . v asquezcpa.com Proposa l for Auditing and Accounting Services 28 Areas of Expertise MARGARET J. MCBRIDE, CPA Engagement Principal Margaret McBride ; Vasquez & Company LLP Government Practice Leader with thirty (30) years of public accounting experience ; former KPMG Partner or Concurring Partner on numerous government aud its and former KPMG Partner-in-charge of government Jdvisory serv ices for the western reg ion will serve as the Engagement Principal responsible for planning , directing , and supervising our services to the City. She will develop the engagement strategy, provide on -site direction to our team , work c losely with C ity management and w ill be available th roughout the year to ensure proactive issue identifiCat ion and service delivery. Ms . McBride is a Certified Public Accountant and former partner with the international accounting firm of KPMG . Ms. McBride has focused on providing organizat ional ana lys is, business process re- eng ineering , cost accounting , performance auditing and fi nancial account ing and aud iti ng services throughout her 30 -year career. She has worked pri ncipa ll y in the governmental (federa l, state , munic ipa l, special d istrict including water districts and primary and secondary education districts, publi c colleges and universities) and not-for-profit industries (foundations, private schools and universities, health and welfare and arts organ izations). Representative projects in wh ich she has part ic ipa ted incl ude: Financial and Compliance Audits -Conducted numerous management, financial and compl iance audits of various local governmental, higher education and not -for-profit entities . Representations of governmental clients are listed on the following page. Information Technology -Revi ew of practices and processes relevant to the i mplementation of a new finan ci al management system . The engagement inc luded cons ideration of modifications , both to the system software and to manual processes , impacts on efficienr.y and internal controls , and next steps to promote and enhance efficiencies and effectiveness . Cost Accounting -Review of cost ing methodologies and assisted in the implementation of internal serv ice funds for use in centra li zin g certa in County-wide support operations , capturing the re lated costs and charg ing user departments for serv ices . The engagement included cons ideration of customer needs , practica l methods for accumulating of cost and charge data , calcu l ation of appropr iate user charge rates , and development of performance measurement and quality control mechanisms . Organizational Analysis -Rev iew of the organ izational structure , systems , staffing and strateg ic focus for th is community developmen t departmen t. Results included a proposed re-ass ignment of respons ibili ties to more effective ly accomplish the department's m ission , an alternative organizat ion chart , recommendations for improved efficiency and effectiveness , and assistance in develop ing a strategic plann ing process . Performance Measures and User Fee Study -Study wh ich encompassed the development of performance measures , an updated schedule of fees and user charges , act iv ity based costing , and benchmarking of se lected performance data. The resu lts of this study were used to support rev ised fees and user charges and the adoption of a performance-based budget. Construction Management Study -Performance an operat ional revi ew of the construction contract management processes and the pol ic ies , systems and procedures related to developer-requested or developer-financed construction . Proj ect recommendat ions addressed opportunities to improve efficiency and enhance customer service . Staffing Study -Staffing study and compensation review of a transit operator. The project included performing job analyses, assessing comparable positions by conducting a benchmark survey and analys is, and address ing staffing leve ls. II www . vasquezcpa .com Proposal for Auditing and Accounting Services Representation of Experience Following is a representative sample of • City of Anaheim City of Baldwin Park • City of Brea • City of Carson City of Colton • City of Corona • City of Compton • City of Dana Point • City of El Monte City of Encinitas City of Huntington Beach • City of Huntington Park • City of Irvine • City of Laguna Beach City of Long Beach • City of Los Angeles • City of Lynwood • City of Newport Beach • City of Norwalk City of Orange • City of Pasadena • City of Pica Riv era • City of Redlands City of Santa Ana County of Los Angeles PRIOR EXPERIENCE • • • • • • • • • • • • County of Riv ers ide County of Orange County of San Bernardino County of San Diego County of Santa Barbara Port of San Diego Port of Oakland Orange County Transportation Authority Los Angeles County Metropolitan Transportation Authority North Orange County Transit District San Diego Transit Company California State University System Central Basin Mun icipal Water District Water Replenishment District of Southern California Mun ici pa l Water District of Orange Riverside Flood Control District California State University System Bassett Unified School District Compton Un ifi ed School District Compton Commun ity College District Los Angeles Unified School District Los Angeles Community College District Rio Hondo Commun ity College District 29 Ms . McBride served as the Assistant Director of Finance for the City of Co lumbia , Missouri prior to j oining KPMG . In that capacity she participated in the implementation of a financ ial accounting system , supervised the municipal accounting and reporting functions , implemented the City 's cash and investment management program , and developed and implemented debt management strategies . ACTIVmES AND EDUCATION Ms . McBride is a Certified Public Accountant. She has served on the State Board of Directors of the Californ ia Society of Certified Pub lic Accountants and as the Chairperson of its Aud it Committee , as well as President of its Orange/Long Beach Chapter, and as a member of the Society's Governmental Accounting and Auditing Committee . She has also served as a review for the Government Finance Officers Association (GFOA)'s Certificate of Achievement for Excellence in Financia l Reporti ng program. She has published articles on the subj ects of cash management and the Single Audit process and has served as a speaker to professional organizations on subjects including Performance Budgeting , Detection of F raud , Governmental Accounting, Total Quality Management, Internal Controls , Sarbanes- Oxley Compliance , Performance Budgeting , Cash Management, Fixed Asset Systems and GASB 34 Requirements , and the Single Audit Act. Ms . McBride received her Bachelor of Business Administrat io n degree from th e Un iversity of Missouri- Columbia . www .vasquezcpa .com Proposal for Aud iting and Accounting Services 31 CLARINDA U. BARENG, CPA Supervisor Clarinda Bareng ; Supervisor with the Vasquez & Company LLP Government Practice Group with ten (1 0) years of pub li c accounting and auditing experience will work closely with the engagement management in plann ing , budgeting and designing ta ilored aud it programs for the City engagement. She will have direct partic ipation i n performing aud it procedures and report preparation as well as provide guidance to audit staff in the field . Areas of Expertise Ms. Bareng 's practice is focused primarily on financial and compliance aud its of local government and special districts, nonprofit organizations and employee benefit plans. Her experience encompasses preparation of Comprehensive Annua l Financial Reports (C AFR), and State Controller's Reports . She perfonns compliance reviews of various redevelopment agencies. She also has extensive experience in performing single audits of federally funded programs in accordance with OMB Circular A-133. Her experience i ncludes agreed-upon procedures reviews of various so li d waste haulers (Waste Management of Orange County, Direct Disposal, Federal Disposal, CR&R and Rainbow Disposal}. These reviews included AB 939 compliance examinations of waste haulers . Standards Ms . Bareng is well versed in conducting audits in accordance with tht! following standards/prov is ions: • OMB Circular A-110 • OMB Circular A-122 • OMB Circular A-133 • Single Aud it Act Amendment of 1996 Representation of Experience • C ity of Ba ldwin Park • City of Carson • City of Hunt ington Park • City of Norwalk • City of Pico Rivera • Bassett Unified School District • El Camino College Foundation • Water Replen ishment District of S. Cal • Generally Accepted Government Auditing Standards • Generally Accepted Auditing Standards • Cal ifornia K-12 Local Educational Agencies Aud it Guide • Los Angeles County Community Development Commission • Alameda Corridor East Construction Authority Professional Affiliations Ms . Bareng earned a Bachelors of Science in Accountancy (Cum Laude) from Polytechn ic University of the Ph ili pp ines . Subsequent to that time, she has attended 'lumerous courses, seminars , and conferences related to accounting and general financial bus i ness activi ties. Ms . Bareng is a Certified Public Accountant licensed to pract ice in the State of Cal ifornia . Ms . Bareng meets the F irm 's and the p ro fessional CPE requirements . II www.vasquezcpa .com Proposal for Auditing and Accounting Services 32 BASIS FOR INCREASES/DECREASES There are various matters that can cause us to perform worl< in excess of that contemplated by our fee estimate. The following explains the matters that arise most frequently . Changing requirements Today , there are numerous governmental or rule-mak ing bod ies that regularly add or change various requirements. Although we attempt to plan our work to anticipate the requirements that will affect our engagement, three types of situations make this difficult. Sometimes , these new requirements are not communicated in time for us to anticipate their effects in our preliminary planning . Secondly , in spite of our anticipation and planning , the work necessary to comply with new requirements may be underestimated . Finally, in some instances, you may decide that it is advantageous to you to have them applied imm ediately . Incorrect accounting applications or errors in your records We generall y form our fee est imates on the expectatio ns that your accounting records are in good order so that our work can be completed based upon our normal testing and other procedures. However, should we find numerous errors, incomplete records or disorganized bookkeeping methods, we will have to do additional work to determine that the necessary corrections have been made and properly reflected in the finan cial statements. Lack of aud it facilitation or timely preparation To minimize your costs, we plan the means by wh ich your personnel can facilitate the audit (e .g . what schedules they will prepare, how to prepare them, the supporting documents that need to be provided, etc). We also discuss matters such as availability of your key personnel, deadlines and working conditions . Indeed , the information concerning these matters that you furnish to us is a key element in our fee quotation. Therefore, if your personnel are unable, for whatever reason , to provide these materials on a timely basis, it may substantially increase the work we must do to com plete the engagement within the established deadlines. Moreover, in some circumstances this may require a staff withdrawal , as disc ussed in the follow ing paragraph . Staff withdrawal A staff withdrawal consists of our removing one or all staff because the condi tion of your records or the inability of your personnel to provide agreed upon materials within the established timetable makes it impossible for us to perform our work in a timely, efficient manner, as established by our engagement plan . Sometimes, a complete staff withdrawa l is necessary to permit an orderly audit approa ch. A staff withdrawal is not necessarily an adverse reflection on your personnel. However, it involves additional costs , as we must reschedule our personnel ; incur additional start-up costs , etc., to prevent total engagement costs from increasing sig nificantly. Unforeseen events Even though we co mmunicate frequently with clients and plan our engagement with management and their staff, unforeseen events can occur. Examples include : accounting problems , litigation , changes in your busines s or business environment, contractual or other difficulties with suppliers, third -party service providers , or customers, etc. When those circumstances occur, additional time is needed to provide you with assistan ce and complete our engagement in accordance with professional standards. Adjustments in the Scope of Service Fees for the services are calculated based upon our estimates of the time n eeded to complete the project at our standard hourly rates . Therefore , if there are c hanges in the scope of service we would discuss the new scope of service, prepare a budget, and come to an agreement with the City on a new fee structure . www . va squezcpa.com Proposal for Auditing and Accounting Services 33 Again, we emphasize that we str ive to give you optimum valu e for our professional services. Fee quotations are provided based upon the facts and circumstances that you descri be to us . However, unl ike the sa le of products , the performance of professional services is affected by many va ri ables, such as the forego ing , which may cause fee estimates to change. We want you to receive the maximum value for our professional service s and to perceive that our fees are reasonable and fair we therefore commit to inform you in advance of any need to revis it fee estimates . II www. vasquezcpa.com Proposal for Auditing and Accounting Services 34 SCOPE We understand that we will provide an auditing service to the City. Our audit approach is tailored to meet all technical requirements while maintaining professiona l skepticism vJithout forgetting that we provide a service. We are able to achieve this by partner involvement in all phases of the audit and assigning experienced governmental audit staff to the engagement. Partner involvement will result in decisions being made on a timely basis and experienced staff will minimize disruption to your staff. The scope of our services for the fiscal years ending June 30 , 2011 through June 30, 2013 would be as follows : • Perform an audit of all funds of the City of Temple City in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. As a part of our audit we will identify and eva lu ate the City's internal control over financ ial report in g and report i n writing to the City Council any control deficiencies found during the aud it that are cons idered significant deficiencies and /or material weaknesses based on the standards and guidelines established by Statement on Auditing Standards SAS 115 Communicating Internal Control Related Matters and communicate with the City Council matters related to the financial statement audit relevant to the governing body in accordance with Statement on Auditing Standards No. 114 The Auditor's Communication to Those Charged with Governance. • Prepare and word process the City's Comprehensive Annual Fin ancial Report (CAFR ) and ren der an auditors' report on the basic financ ial statements to inclu de both Government-Wide Financial Statements and Fund Financial Statements. • Perform a financial and compliance aud it of the Temple City Redevelopment Agency in accordance with Government Auditing Standards, (includin~ the provisions contained in the Guidelines for Compliance audits of Californ ia Redevelopment Agencies issued the State Controller). • Perform a sin gle audit on the expenditure of federal grants in accordance with OMB Circular A- 133 , Audits of States, Local Governments and Nonprofit Organizations, and render an opinion on the Internal Control over Financial Reporting based upon the aud it of the City's financial statements in accordance with Government Auditin g standards and on compliance with requirements applicable to each Major Program , In terna l Control over Compli an ce on the Schedule of Expenditures of Federal Awards . • Perform agreed-upon procedures pertaining to the City's GANN Limit (Appropriations Limit ) and render a letter annually to the City regard in g compliance. • Is sue a separate "management letter" addressed to the City Manager that incl udes recommendations for improvements in internal control, accounting procedures , and other significant observations that are considered to be non-reportable conditions . • Provide guidance on the impl ementation of new GASB and SAS requirements and spec ifics of Federal and State of Ca li forn ia regulations as they pertain to local government accounting . At the co nclusion of our audits we will be pleased to make a presentation to the City Council and the Agency's Board and/or the appropriate Audit Committee, during which we will discuss our audit approach , scope and results. We pride ourselves on our ab ility to convey complex information in an informative fashion, free of bi as , such that Management can evalu ate the sign ifica nce of the information and determine action plans as may be appropriate. City Management can be assured that our audits will be conducted in accordance w ith aud itin g standards generally accepted in the United States of America as set forth by the Ame rica n Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accountin g Office's Government Auditing Standards (19 94 revision), the provisions of the Federal Sin gle Audit Act of 1996, in accordance with the U. S. Office of Management and Budget C ircul ar A-133 , Audits of State, Local Governments, and Nonprofit Organizations, and commit to perform the work within the agreed ti me period. II www.vasquezcpa .com Proposal for Auditing and Accounting Services 35 INSURANCE REQUIREMENTS Vasquez & Company LLP agrees to procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work described in this p roposal by the Firm, its agents, representatives or employees . Vasquez & Company LLP agrees to maintain insurance limits of no less than : 1. General Liability : $1 ,000,000 .00 per occurrence for bodily injury, personal injury and property. 2. Automobile Liability : $1 ,000,000.00 per accident for bodily injury and property damage. 3. Errors and Omissions liability: $1,000,000 .00 per occurrence. 4 . Worker's Compensation insurance per the requ irements of the State of California. We further agree to place our in surance poli cies w ith insurers which are "admitted " in the State of Californ ia and have a current A.M . Best rating of no less than A:VII. II www . vasquezcpa.com Proposal for Auditing and Accounting Services 37 FEES Our fees for the services outlined in this proposal are based on our estimates of the time needed to complete the project at our standard hou rly rates . You acknowledge that any fee estimates we have furnished are onl y our good faith estimates based on our understanding of the engagement assumptions and the facts and circumstances we are aware of at this time. If the bases of our estimates are inaccurate, the fees and expenses may be different from those we each anticipate . If sign ificant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audi t. The fees are based on anticipated coo peration from your personnel and the assumption that unexpected circums tan ces will not be encountered during the audit. FY 2010-2011 through FY 2012-2013 2012 2013 CAFR s 25,137 26,394 27,713 RDA (Includ ing SOl) 7,471 7,844 8 ,236 Single audit 4 ,658 4 ,891 5,136 State Controller's Report (City, RDA, Financing Authority) 4 ,395 4 ,614 4,645 Street Report 1,582 1,661 1,744 Tax re turns 1,406 1,477 1,550 GANN 352 369 388 Proposed audit fee $ 45,000 47 ,250 49,613 FY 2010-2011 through FY 2014-2015 Fee 2011 2012 2013 2014 2015 CAFR $ 25,137 26 ,394 27 ,713 29,099 30,554 RDA (lncludif19 SOl) 7 ,471 7,844 8,236 8,648 9 ,081 Single audit 4 ,658 4,891 5,136 5 ,392 5,662 Slate Controller's Report (City, RDA , Finan ci ng Au thority) 4,395 4,614 4,845 5,08 7 5,342 Street Report 1,582 1,661 1,744 1,631 1,923 Tax returns 1,406 1,477 1,550 1,628 1,709 GANN 352 369 386 407 427 Proposed aud it fee $ 45 ,000 47,250 49 .613 52 .093 54 ,698 II www.vasquezcpa .com Proposa l for Audit ing and Account ing Service s Schedule of Hourly Rates by Staff Level Personnel Category · 2011 2012 :2013 · _ 2014 2015 ' Partner/Principa l Manager Supervisor Senior Aud itor II $ $ $ $ 250 1'-60 1-40 120 257 165 144 124 265 170 148 128 273 175 152 132 www . vasquezcpa.com 281 180 156 136 38 RIV ~-l838-fl•J58-38RO' I ATTACHMENT 8 CONSULTANT SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY, a municipal corporation and VASQUEZ & COMPANY LLP _,_ AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND V AQUEZ & COMPANY LLP This Agreement for Consultant Services (''Agreement") is entered into as of this ~~ay of~~-·-· 201 I by and between the City of TEMPLE CITY, a municipal corporation ("City'i"~d Vasquez & Compan y, LLP, a California limited liability partnership (··consultant''). City and Consultant are sometimes hereinafter individually referred to ns .. Party" and hereinafter collec tivel y referred to us the ·'Parties .'' RECITALS A. Ci ty has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularl y in Section 2 of this Agreement. B. Consultant, following s ubmission of a propo sal or bid for the performance of the services defined and described parti cularly in Section 2 of this Agreement, was selected by the City to perform those services. C . Pursuant to the City of Temp le City's Municipal Code, C it y has authority to enter into this Consul tant Services Agreement and the City Manager has authority to execute thi s Agreement. D. The Parties desire to formalize the se lection of Consultant for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that perfom1ance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in cons ideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the va.I-Je and adequacy of which arc hereby acknowledged, the parties agree as follows : SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Tennination of Agreement" of this Agreement, the sco pe of services set forth in Exhibit "A" "Scope of Services" s hall be com pleted pursuant to the schedul e specified in Exhibit "A." Should the scope of serv ices not be t:o mpleted pursuant to that schedule, lhe Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of thi s Agreement. The City, in its sole discretion, may choose not to enfo rce the Default provisions of this Agreement and may instead allow Consultant to continue perfonning the sco pe of services until such services arc complete . RIV II./~3R ·611 5 K -3 KI\U ~I -I - SECTION 2. SCOPE OF SERVICES. Consultant agrees to perform the services set for th in E~ibit "A" "Scope of Services'' and made a part of thi s Agreement. SECTlON 3. ADDITIONAL SERVICES. Consultant shall not be compensated tor any servic es rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth i n this Agreement or listed in Exhibit "A" "Scope of Services," \lnless such additionul services are authorized in advance and in writing by th e City Counci l or City Manager of City. Consultant shall be compensated fo r any such additio na l services in the amounts and in the manner agreed to by the City Counci l or City Manager. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitatio ns set forth in thi s Agreement, City agree s to pay Consultant the amounts specified in Exh i bi t "B" "Co mpensation " and made a part of this Agreement. The tot a l co mp ensation sha ll not exceed Forty Five Thousand dollars ($45.000) for the fiscal year 20 10-201 1 aud it, exclusive of re imbursement fo r actual expen ses , unless addition al compensation is approved in v.'Iiting by the City Cmmcil or City Manager. {b) Each month Consultant shall furnish to City an original invoice for all work pe rfo rmed and expenses incurred during the preceding month . The invoice shall detail charges by the fol low ing catego ries : labor (by sub-category), trave l, materials, equipment, supplies, and sub-co nsultant contracts . Sub-consultant charges shall be detailed by the following categories : labor , travel, materials, equipment and supplies . City shall independently review each invoice subm itted by the Consulta nt to de termine whether the wor k performed and expenses incurr ed are in compliance with the pro visio ns of this Agreemen t. In the event that no c harges or expen ses are disputed, the invoic e shall be approved and paid acc ording to the terms set forth in subsection (c). In th e event any charges or expenses are disputed by Ci ty, the origi nal invoice sha ll be returned by City to Consultant for correction and resubmission. {c) Exce pt as to a ny charges for work performed or expe nses incurred by Consultant which are disputed by City, City will use its best efforts to ca use Consultant to be paid wi thin forty -tivc (45) days or receip t of Co nsultant's correc t and undisputed invoic e. (d) Payment to Consultant fo r wo rk performed pursuan t to this Agreement shall not be deemed to waive any defects in work perfo rmed by Consullant. SECTION 5. ENGAGEMENT LETTER. The standard engagement Jetter which contains the a udit objectives, management responsibilities , audit pr ocedures and audit adm inistration is attached as Exhibit 0 to this co ntract. In the event of any inco nsi stency between Scope o f Servi ces and Engagement Letter , Scope of Services sha ll have priori ty . RIV 11·18311-6951!-3880 vi -2 - SECTION 6. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Consul tant's work under this Agreement, either during performance or when comp leted . Ci ty shall reject or finally accept Consultant's work within sixty (60) days after sub mitted to City. City shall reject wo rk by a timely written explanation. otherwise Consultant's work shall be deemed to have been accepted . City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gro ss mistakes as amount to fraud. Acceptance of any of Consultant's work by City shall not constitute a waiver of any of the provisions of this Agreement including , but not limi ted to , sections 16 and 17, pertaining to indemnification and insurance, respectively. SECTION 7. OWNERSHIP OF DOCUMENTS. All original maps, models , designs, drawings, photographs, studies, surveys , reports, data , notes, computer files, files and o ther documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shaJl become the sole property of City and may be used, reused or ot herwi se disposed of by City without the penniss io n of the Consultant. Upon completion, expiration or tennination of this Agreement. Consullant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents . If and to the extent th at City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, stud ies, surveys, reports, data, notes , comp uter files, til es or other documents prepared, developtd or discovered by Consultant in the cou rse of providing any services pursuant to th is Agreement, Consultant's guarantees and wmants re lated to Standard of Performance and found in Sec(ion 9 of this Agreemen t shall not extend to such usc of the maps, models, designs , drawings, photographs , studies, surveys, reports, dotEl , not es . compu ter files, files or other documents . SECTION 8. CONSULTANT'S BOOKS AND RECORDS. (a) Consultant shall maintain any and all documents and records demonstrating or relating to Consulta nt 's performance of services pursuant to this Agreement. Consultant shall maintain any and all ledgers , b ooks of account, invoices, vouchers, canceled checks , or other docume nt s or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficientl y complete and detailed so as to permit an accurate evaluation of the services provided by Consu lt ant pursuant to this Agreement. Any and all such documents or records shall be maintained for three years from the date of execution of this Agreement and to the exten t required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, aud it and copying, at any time during regu la r business hours, upon request by City or its designated representative . Copies of such documents or records shall be provided directl y to the City for inspecti on. audit and copying when it is RIV M~II3S·6958 ·3880 v i -3 . -------------- practical to do so; otherwise , unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be mainta ined pursuant to this section may be lost or discarded due to dissolution or tennination of Consultant's business, City may, by written request, require that custody of such documents or records be given to the City and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives . SECTION 9. STATUS OF CONSULTANT. (a) Consultant is and shall at all times remain a wholly independent contractor and not an officer. employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this AGREEMENT or is otheJv.'ise expressl y conferred in writing by City. (b) The personnel performing the services under t his Agreement on behalf of Consultant shall at all times be tmder Consultant's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, 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 Consultant or any of Consultant 's officers. emp loyees, or agents arc in any manner officials, ofticers, empl oyees or agent s ofCity. (c) Neither Consultant , nor any of Consultant's onicers, employees or agents, shall obtain any rights to retirement , health care or any other benefits which may otherwise accrue to City 's employees . Consultant expressly waives any claim Consultant may have to any such rights. SECTION 10. STANDARD OF PERFORMANCE. Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perfom1 the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. ln meeting its obligations under this Agreement , Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in proviciing services similar to those required of Consultant under this Agreement. If and to the extent that City utilizes for any purpose not related to this Agreement any maps , models, designs, drawings , photographs, studies, surveys, reports. data, notes, computer fil es, files or other documents prepared, developed or discovered by Consultant in the course of providing an y servi ces pursuant to this Agreement, Co nsultant 's guarantees and warranties related to Standard of Performance shall not extend to such use of the maps , models, designs, RIV 1148J8-69 Sll-38 ll 0 v i -4 - drawings, photographs, studies , surveys, reports, data, notes, computer files, files or other documents. SECTION 11. COMPLIANCE WITH APPLICABLE LAWS ; PERMITS AND LICENSES. Consultant shall keep itself informed of and comply with all applicable federal, state and local laws. statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultan t shall obtain any and all licenses, pennits ~nd authorizations necessary to perform the services set forth in lhis Agreement. Neither City, nor any elected or appointed boards , onicers , officials, employees or agents of City, shall be liable, at law or in equity , as a result of any failure of Consultant to comply with this section . SECTION 12. PREVAILING WAGE LAWS It is the understanding of City and Consultant that California prevailing wage laws do not apply to thi s Agreement bec~use the Agreement does not involve any of the following services subjec t to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder : Construction. alteration, demolition, installation, or repair work performed on public bui ld ings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, ·'construrtion " includes work performed duri ng the design and prcconstruction phases of construction inc luding, but not limited to, inspect ion and land surveying work. SECTION 13. NONDISCRIMINATION. Consultant s hall not discriminate , in any way, against any person on lhe basis of race , color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection \vit.h or re lated to the performance of this Agreement. SECTION 14. UNAUTHORIZED ALIENS. Consultant hereby prom ises and agrees to comply with all of the provisions of the Fe deral Immigration and Nationality Act , 8 U.S.C.A. §§ 1 t 01, et seq ., as amended, and in connection therewith, shall not employ unauthorized a liens as defined therein. Should Consultant so employ such unauthorized uliens for the performance of work and/or services cove red by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized a liens, Consultant hereby agrees to and shall reimburse City for the cost of all s uch liabilities or sanctions imposed, together with any and all costs, inclu din g attorneys' fees, incurred by City. SECTION 15. CONFLICTS OF INTEREST. {a) Consultant covenants that neither it, nor any officer or principal of its firm , has or sha ll acquire any interest, directl y or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further cove nants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee , agent or subcontrCl ctor without the express written consent of the City Manager. Consullan t agrees to at all Rl\' N·1S3i-6Q.S8-.ll!BO vI -5 - times avoid conflicts of interest or the appearance of any conflicts or interest with the in terests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is. as of the date of execution of this Agreement, independently involved in the perfomumce of non -related services for other goverrunen tal agencies and private parties. Consultant is unaware of any stated posi tion of City relative to such projects. Any future posit ion of City on such projects shall not be considered a conflict of interest for purp oses of this section. (c) City understands and acknowledges that Consultant will, perform non-related services for other governmental agencies and private parties following the completion of the scope of wo rk under this Agreement. Any such future service shall not be co nsidered a cont1ict of interest for purposes of this section . SECTION 16 . CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in perfonnance of this Agreement shall be considered con fidential , unle ss such information is in the public domain or already known to Consultant. Cons ultant shall not release or d isclose any such information or work product to persons or entities ot her than City without prior written authorization from the City Manager, except as may be required by law . (b) Consultant, it s officers, employees, agents or subcontractors , shall not, without prior \'vTittcn author iza tion from th e City Manager or unless requested by the City Attomey of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information co ncerning the work pe rform ed under thi s Agreement. Response to a subpoena or court order sha ll not be considered "vo lunt ary" provided Consu lt ant gives City notice of such court ord er o r s ubpoen a. (c) Jf Consultant, or any officer, employee, agent or s ubcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shal I have the right to reimbursement a nd indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incu rred as a result of Co nsultan t 's cond uct. (d) Cons ultant shall promptly noti fy City should Consultant , its offlcers, employees, agents or subcontrac tor s be served with any summons. complaint, subpoe na, notice of deposition , request for documents, inte rrogatories, request for admissions or other discovery reques l, cou rt order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains Lhe right. but has no ob ligation, to represent Consultant or be pre sent at any deposition, hearing or similar proceed in g. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any res pon se to discovery requests provided by Consultant. However, this ri gh t to review any such response docs not imp ly or mean the right by City to control, direc t, or rewri te said response. SECTION 17. INDEMNJFICA TION. (a) Indemnification for Professional Liability . Where the law· establishes a professional standard o r care for Consu lta nt 's Services, to the f.Jilest exten t permitted by Jaw , R IV ~4 93R·(t9$11 ·3li8 U v I -6 - Consultant shall indemnify, protect, defend and bold harmless City and any and all of its officials, employees and agents (''Indemnified Parties") from and against any and all losses, liabilities, damages , costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its ofricers, agents , employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the perfonnance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability . Other than in the perfonnance of professional services and lo the full extent permitted by law, Consultant shall indemnify . pr otect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims , suits, actions, arbitration proceedings. administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened , including attorneys fees and costs, court costs, interest, defense costs , and ex perl witness fees), where the same arise out of, are a consequence of, or arc in any way attributable to, in whole or in part, the perfonnance of tills Ag reement by C onsultant or by any individual or entity for which Consultant is legally liable , including but not limited to officers, agents. employee s or sub-contractors of Consultant. (c) General Indemnification Provisions . ConsultJnt agrees to obtain execu ted indemnity Agreements with provisions identical to those set forth here in this section from each and every sub-contractor or an y other person or entity involved by , for, with or on behalf of Consulta nt in the performance of this Agreement. Tn the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of thi s section. Failure of City to mon itor compliance with these requirement s imposes no additional obligations on Cily and will in no way act as a wa iver of any right s hereunder . This obligation to indemnify and defend City as set forth here is binding on the successors , assi gns or heirs of Consultant and shall survive the termination of this Agreement or this section . (d ) Limitation of Indemnification . Notwith standing any provision of th is Se ction 16 [lndemnification] to the contrary , design profess ionals ure required to defend and indemnify the City only to the extent perm itt ed by Civil Code Section 2782 .8, which limits the liability of a desi gn professional to claims, suits , actions, arbitration proceedings, administrative proceedings , regulatory proceedings, losses , ex penses or costs that arise out of, perta in to, or relate to the negl igence , recklessness, or willfu l misconduct of the design professional. The term "design professional ," as defined in Section 2782 .8, is limited to licensed architects, licensed landscape architect s, registered professional engineers, professional land surveyors , and the business entities that offer such services in ac cordance with the applicable provisions of the California Business and Professions Code. (c) The provisions of this section do not apply to claims occurring as a result of City's sole negl igence. The provisions of this section shall not release City from liability arising from gross negligence or willful ac ts or om issions of Cit y or any and all of its officials, employee s and agents . SECTION 18. fNSURANCE. R!V ~4838-6958-JSR O vi - 7 - Consultant agrees to obtrun and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhib it "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request . SECTION 19. ASSIGNMENT. The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capabiJity of the persons und entities who will ful fi II the duties and obligations imposed upon Consultant under this Agreement. In re cognition of that interest , Consultant shall not assign or transfer this Agreement or any portion o f this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the City Council. Any attempted assignment shall be ineffective , null and void , and shall constitute a material breach of this Agreement entitling City to any and all remedies at Jaw or in equity . including summary termination of this Agreement. City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors . SECTfON 20. CONTINUITY OF PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontrac tors , if any, assigned to perform the services required under this Agreement. Consultant shaJl notify City of any changes in Consultant's staff and subcontractors, i r any , nssigned lo perform the services required under this Agreement, prior to and during any su c h performance . SECTION 21. TERMINATJON OF AGREEMENT. (a) City may terminate this Agreement, with or \V:ithout cause, at any time by giving thirty (30) days written notice of termination to Consultant. ln the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may term inate this Agreement for cause at any lime upon thirty (30) days v.rritlen notice of termination to City . (c) If either Consultant or City fail to perform any material obligation under this Agreement. then , in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d) Upon tem1ination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant's possession shall be returned to City. ConsultanL shall furnish to City a final invoice for work performed and expenses incurred by Consultant. prepared as set forth in Section 4 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this Agreement . RIV 1t411 38·69 5l!-388fl vi -8 - SECTION 22. DEFAULT. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to co ntinue compensating Consultant for any work performed afte r the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant ma y cure the default. This timcframc is presumptively thirty (30) days, but may be extended, th ough not reduced, if ci rcumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices . ln the alternative, the City may, in its sole discretion, elect to p ay some or all of the outstanding invoices during the period of default . If Consultant does not cure the default, the Ci ty ma y take ne cessary steps to terminate this Agreement Wider Section 20. Any failure on the part of the City to give notice of the Consultant's default shaJI not be deemed to result in a wa iver of the City's legal rights or any right s arising out of any provisicn of this Agreement. SECTION 23. EXCUSABLE DELAYS. Consultant shall not be liable for damages, includ ing liquidated damage s, if an y, caused by delay in perfo rmance or failure to perform due to causes bey ond the control of Co nsu lta nt. Such causes include, but are not limited to, acts of God , acts of the public enemy, acts of federal, state or local governments, acts of City , court orders, fire s, floods , epidemics, strikes. embargoes . and unusu ally severe weather. The term and pri ce of this Agreement shall be equitably adjusted lor any dela ys due to s uch causes. SECTION 24. COOPERATION BY CITY. AJI public information, data, reports, records , and maps as are ex isting an d available to City as public re cords, and which are necessary for carrying out the work as outlined in the Exhibit ''A" "Scope of Services," shall be furnished to Consultant in every reasona ble way to facilitate , without undue de lay, the work to be perfo rmed under th=s Agreement . SECTION 25. NOTICES. All notices required or permitted to be given under this Agreement shall be in vvriting and sha ll be personally delivered, or sent by telecop ier or certi tied mail , pos tage prepaid and return receipt requested, addressed as follows: To City: To Consultant : RIV 1148.38-695 8-.31!&0 vi City ofTemple City Attn: City Manager 970 l Las Tunas Dr. Temple City. CA 91780 Gilbert Vasq ue:t. Vasquez & co. LL P 801 S. Grand Avenue Suite 400 Los Angeles, CA 900 l 7 -9- Notice shall be deemed effective on the date personally d ell vered or transmitted by facsimile or, if mailed, three (3) days after depo sit ofthe same in the custody of the Unite d States Postal Servi ce. SECTION 26 . AUTH ORJTY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant represents and warrant s that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder . SECTION 27. ADMINlSTRATION AND IMPLEMENTATION. This Agreement shall be admi nistered and executed by the City Manager or his or her designated representative, following approval of this Agreement by the City Council. The City Manager shall have the authority to issue interpretations and to make minor amendments to this Agreement on behalf of the City so long as such acti ons do not materially change the Agreement or make a commitment of additional funds of the City. All other changes , modifications , and amendments shall require the prior app roval of the City Council. SECTION 28. BINDING EFFECT. This Agree ment shall be binding upon th e he irs, executors, administrators, successors and assigns or lhe parties. SECTION 29. MOniFICATION OF AGREEMENT. No amendment to or moditication or th is Agreement shall be valid unless mad e in Vv'Titing and approved by the Consultant and b y the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void . SECTION 30. WAIVER Waiver by any party to this Agreement of any term , cond ition, or covenant of this Agreement shall not co nstitute a waiver of any other term, condition, or cove nant. Wniver by any party or any breac h of the provisio ns of this Agreement shall not constitute a waiver of any other provisio n nor a waiver of <my subsequent breach or violation of any provi sion of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any or the provisions of this Agreement. SECTION 31. LAW TO GOVERN; VENUE. lbis Agreement shall be interpreted, construed and governed according to the laws of the State of Califo rnia . ln the event of litigation between the parties, venue in s(ate trial co urt s s hall lie exclusively in the County of Los Angeles, Ca liforni a. In the even t of litigation in a U.S. District Coun , venue s hall lie exclusively in the Central District of California, in Los Angeles . SECTION 32. ATTORNEYS FEES, COSTS AND EXPENSES. RlV il~li38..095 H·3l!SO I' I -10 - In the event litigation or ot her proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expe nses, in addition to any other relief to which it may be entitled. SECTION 33 . ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "0", is the entire , comp lete, tina) and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other Agreements or understandings, whether oral or written, or entered int o between Consul tant and City prior to the execution of this Agreement. No statements , representations or other Agreements, whether ora l or written, made by any party which arc not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or the ir authorized representatives . SECTION 34. SEVERABILITY. If any term, condition or covenant of thi s Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agret!ment shall not be affected thereby and the Agreement shall be read and construed without the inva lid , void or unenforceable provisi on(s). IN WITNESS WHEREOF, the parties hereto have executed lhis Agreement on the date and year first -above written . ATTEST: ~~~i~ Ci ty Clerk RJV ~4838·69~8·3880 vi -ll - C ITY OF TEMPLE CITY By {1;?=: Jose E. lido City Manager By: Eri c S . Va il City Attorney By : ___________ _ Its : ---------- NOTE : CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIAT E ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS , ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. Rl V 11 -1 !13 11 ·6951!·3880 ~I -12. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT C<'¢'~&<:'...CC,{X'&<'¢.QC.<;;£4.;_~;&'t..CS?'¢..g?-C<'..Q('-<%'..¢<'..<;<Vvd®<'@.c<'...(X'...<X'~&'..m.c('~&f:X;f&t~.c<'&<"'..<X'.¢( St ate of Califo rn ia Co unty of b l:f~A -} /Vl ' ·-n j !Lu.._ r tv~ 0~ X )1;1/ before me, pe r s~ :::red -----f ~.,_l-_/h_;_:e_qL.-.....;..j?_, _'_fA_~_~_7_!f.±.;.-u-:;:;Ho"':~:z1:~h:sc::::,;;;:N:;r.am~.c-a-n<(-· _" o-'-lt-c_O_U_tee_· _______ _ J frreYE)~nerJli P lace Nolary Seal Allollo who p rove d to me on th e basis of satisfact ory evidence to be the pers on(s) whose name(s ) is/are sub scribed to the wi thi n instrument and acknow ledged to me that he/she/they executed th e same in hi s/her/t heir auth orized capaci ty(ie s), and th at by his/he r/th ei r signatu re(s) on th e instrum ent th e p erson(s), o r the ent ity up on beh alf of wh ich th e pe rs on (s ) acted, executed the instrum ent. Though the i nfo rmation bel ow is not required by la w, it may prove va luable to persons relying on the document and could prevent fraudulent removal a nd reattach ment of this form to another d ocument. Description of Attached Aocument Title or Type of Document: (in.JJ..~ J2.~ ~00 tifu ~ 0~ {T~c f.; f0Ja r wu~ Doc ume nt Date: \l!t!-t; ?f, )Of( Signer(s) Ot he r Than Na med Above : Capacity(ies) Claimed by Signer(s) Signe r's Name: h / /u.J I'· ~~ ::-J Indivi dua l f ::::J Corporate Officer-Title (s}: .IV"Par tn er -c;..6mited [! G eneral ::::J Attorn ey in Fact :J Trus tee LJ G uardian or Co nservator 0 Oth er: ________ _ Signer ts Repres ent ing: ___ _ RIGHTTHUMBPAINT OF SIGNER Top ol thumb hero Number of Pages : ________ _ Signe r's Name : ______________ _ C Ind ividual C Co rporate Officer-T itle (s): --------- C Partner -C: Limit ed C Gene ral 0 A ttorney in Fac t C Tr ustee C. G ua rdian or Con servator C Other : _________ _ Signe r Is Represe r.ting: ____ _ RIGHTTHUMBPRINT OF SIGNER Top of thumb h e 1e Q<;;g:,-•tx;;-c<;>~-q<;..~~"Q<,~~-mx:x;~~ggm~~-g,'!:X..~--g;.-<;;<;:'Q(.'Q<)g C 2007 National Nolary Assocaa oon • 9350 De Solo A'ifJ., PO Box 2402 • ChalsWOrltl . CA 9 13 13-2402 • www.NabonalNotal'fOfll l!om •5 907 Reorder. CaiiToi·Free 1·800-87~7 6876 v l EXHIBIT "A" SCOPE OF SERVICES J. Consultan t sha ll provide all services necessary to accompl ish the tusks listed below for the Fiscal years 2010-11 , 2011-12 and 2012-13 fiscal years with option to renew fo r additional two (2) years. (i) City of Temple City. Consultant will audit of all funds of the City of Temple City and prepare the City's Comprehensive Annual Financial Report (CAFR). The CAFR will be in full compliance wi th GASB 34. The audit tirm will render the report on the basic financial statements, which will inclu de both Government- Wide Financial Statements, and Fund Fi nancial Sratements. Consultant will also apply limited audit procedures to Management's Discussion and Ana lys is (MD&A) and required supplementary information pertaining lo the General Fund and euc h major fund of the City. (ii} Temple City Redevelopment Agency. Consultant will cond uct a financial an d compliance audit of the Temple City Redevelopment Agency . The compliance audit shall include th e provisions of laws and regu lations identified in the Guidelines for Compliance Audits of Cali fornia Redevelopment Agencies, issued by the State Controller. The audit shall include a GASB 34 compliant component unit linuncial statement. (iii) Federal Grants. Consultant will perform a single audit of 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 C ity 's financ ial statements in accordance with Government Audiling Standards and the appropriate reports on compliance with Requirements Applicable to each Major Program, [ntemal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with OMB Circular A-13 3. Th e si ngle audit report will include appropriate schedule of expenditures of federal awards, footnotes, findings and questioned costs, including rep ortab le conditions and material weaknesses , and follow up on prior audit findings whe re required. (iv ) Gann Limit. Consultant shall perform agreed-upon procedures pertaining to the Ci ty's GANN Limit (A ppropri ations Limit) and prepare a letter regarding the City's compliance with the GANN Lim it. (v) Management Letter. Consultnnt shall issue a separate "manage ment letter'' that includes rec omme ndations for im provements in internal con tro l, accounting procedures and other signiticant observations that a rc considered to be non- RlV ~483B-6YS~-3880 v J A-1 6 8 7 6 v l reportable conditions . Management letters shall be addressed to the City Manager. (vi) Controller's Reports . Consultant shall prepare the Annual State Controller's Reports for the City of Temple City, the Temple City Redevelopment Agency and the Temple City Financing Authority . Consultant will also prepare the Annua l Street report . (vii) Irregularities and Illegal Acts. Consultant will 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 : City Manager; City Attorney; and the Director of Finance . U. As part of the Services, Consultant wilJ prepare and deliver the following tangible work products to the City: 1. Report on the CAFR-December 31 . 201 1 11. Report on the RDA financial statements -December 31, 2011 iii. Single audit Report-March 31, 2012 1v. Management Letter Comment-March 31. 2012 v. Agreed-upon Pr oc edures Report on GANN Limit Calcul ation -December 31 , 2011 v1. State Controller's Reports -deadline set by the State vn . Street Gas Tax Repo rt-deadline set by the State vu1. RDA Statement of Indebtedness -September 30, 2011 III. During performance of the Services, Consulhtnt will keep the City appraised of the status of performance by delivering the following status reports: 1. Audit Status Report IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: See above . RIV tt~838-(o9S 8-388 0 vi A-2 V. Consultant will utilize the following personnel to accomplish the Services: Refer to the proposal. VI. Consultant will utilize the following subcontractors to accomplish the Services: Nol applicable 6816 •Jl R IV n•l 838-69S8-J880 ' A-3 6876 vl VII. AMENDMENT The Scope of Services, including se rvi ces, work products. and personnel, are subject to change by mutual Agreement. In the absence of mutual Agreement regarding tre need to change any aspects of performance. Consultant shall comply with the Scope of S ervices us indicated above. RJV N4R38-6958 -3 880 v i A-4 EXHIBIT "B" COMPENSATION I. City shall pay Consultant the sum of $45,000 for all services provided in connection with the 2010-11 fiscal year audit. For al l services provided in connection with the 2011-12 and 2012-2013 fiscal years audit, the fee is subject to an annual increase based on actual CPI to be determined by the City. II. For services outside of the scope of services as defined in Exhibit A, Consultant shall usc the following rates of pay in the performance of the Services : Personnel Category i!-..;._~2011 S: :~12012 :, ; 2013 ~2014 " · 20151 ... Partner/Principal Manager Supervisor Senior Auditor HI V 114R3R ·IIY58·3 880 ' 1 $ $ $ $ 250 160 140 120 257 165 144 124 B-1 265 HO 148 128 273 175 152 132 261 160 156 136 EXHIBIT "C'' INSURANCE A. Insurance Requirements . Consultant shall provide and maintain insurance. acceptable to the City Manager or City Counsel, in full force and effect throughout the tenn or this Agreement , against claims for injuries to persons or damages to property which may arise from or in connection with the performance or the work hereunder by Consultant, its agents, representatives or employees . Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII . Consultant shall provide the following scope and limits of msurance : I . Minimum Scope oflnsurance. Coverage shall be at least as broad as : (I) Insurance Services Office form Commercial General Liability co verage (Occurrence Form CG 0001 ). (2) Insurance Services Office form number CA 0001 (Ed . 1/87) covering Automobile Liabili ty, including code l "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers ' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all person s provi ding services on behalf of the Con s ultant and all risks to such persons under this Agreement. (4) Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "cla ims made" basis, and must include coverage for contractual li ability . The professional liability insurance required by this Agreement mu st be endorsed to be applicable to claims based upon , arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 3 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3-ycar peri od, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. 2 . Minimum Li mits of Insurance . Consultant shull maintain lim its of ins urance no less than : ( 1) General Liability: $1,000,000 general aggregate for bodi ly injury, personal inj ury and property damage. (2) Automobile Liability: $1,000,000 per accident for bod ily injury and property damage. A combined single limit policy with aggn~gate limits in an amount of nol Jess than $2,000 ,000 shall be considered equivalent to the said required minimum limits se t forth above. Rl V 114838-6958-3880 v l (3) Workers' Compensation and Employer's Liability : Workers' Compensa tion as required by the Labor Code of the State of Californ ia and Employers Liability limits or not less than $1,000,000 per accident. (4) Professional Liability : $1 ,000 ,000 per occurrence . B. Qthcr Provisions. Insurance policies required by this Agreement shall contain the following provisions: I . All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cancelled by the insurer or either party to thi s Agreement, reduced in coverage or in limits except after 30 days' prior v.Tittcn notice by Ccrlified mail, return receipt requested, has been given to City. 2. Genera l Liability and Automobile Liability Coverages. ( 1) City, and its respect ive elected and appointed officers , officials, and employees and volunteers are to be covered as additional insureds us respects : liability arising oul of activities Consultant performs; products and completed operations of Consultant; pn:mises owned. occupied or used by Consultant ; or automob iles owned , leased . hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection al1'ordcd to City. and their respective elected and appointed officers. officials. or employees . (2) Consultant's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its oflicers, officials, employees and vo lunteers . Any insurance or self insurance maintained by City, and its respective elected and appointed officers, officials , employees or volunteers, shaJJ apply in excess of, and not contribute with. Consultant's insurance . (3) ConsultanL ' s insurance shall apply separately to each insured against whom claim is made or suit is brought , except with respect lo the limits of the insurer's liability . ( 4) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City . and its respective elected and appointed ol'ficers, officials, employees or volunteers. 3. Workers ' Compensation and Employer's Liabilitv Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogati on against City, and its respective elected and appointed ofticers, officials, employees and agents for losses arising from work performed by Consultant. KJV II·IKJl<-6 1158-3880 vi C-2 C. Other Requirement s. Co nsultant agrees to deposit with City, at or before the effectiv e date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract ha ve been complied with . The City Attorn ey may require that Consultant furnish City with copies of o riginal endorsements effectin g coverage requ ired by thi s Section. The certificates and endorsements arc to be signe d by a perso n nuth01ized by tha t insurer to bind coverage on its behalf. City reserves the right to ins pec t complete . certified copies of a ll required insur ance policies. at an y tim e. I . Consultant shall furnish ce rtificate s and endo rse ments from each subcontractor identical to tho se Consul tant pro vides . 2. Any d cdu ctibles or se lf-in sured retentions mu st be declared to and app rove d by City . At the option of City, either the insurer shal l redu ce or eliminate such dcductiblcs or se lf-insured rete nt io ns as respect s Ci ty or its respec tive elec ted or appointed office rs, oflicials, employees an d vo lunteers or th e Consultant shall proc ure a bond guaranteeing puyment of losses and related investigations, claim administration, defense expenses and claims . 3. The p rocu ring of s uch required policy or policies of insurance shall not be const rued to limit Co nsu ltant 's liab ility hereunder nor to fulfill the indemnification prov isions a nd requirements of this Agreement. RIV 114838·6~58-3880' I C-3 "EXHIBIT D" July 21, 2011 To the Honorable members of City Council City of Temple C ity 9701 Las Tunas Or. Temple City, CA 91780 We are pleased to confirm our understanding of the services we are to provide City of Temple City {City) for the year ending June 30 , 2011 We will audit the City 's basic financial statements as of and for the year ending June 30, 2011 Accounting standards generally accepted in the United Sta tes provide for certain required supplementary information (RSI), such as Management's Discussion and Analysis (MD&A), to accompa,,y the City's basic financial statements . Such information. although not a part of the basic finaf'lcial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for plac ing the basic financial statements in an appropriate operational , economic, or historical conte)(t. As part of our engagement, we will apply certain limited procedures lo the City's RSI In accordance with aud itin g standards generally accepted in the United States of America . These limited procedures will consist of inqu i ries of management regard i ng the methods of preparing the information and comparin g the informat ion for consistency with manag ement's responses to our inquiries, the bas ic financia l statements, and other knowledge we obtained during our audit of the basic financial statements. We wil l not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or prov ide any assurance . The foll owing RSI is required by generally accepted accounting princ iples and will be subjected to certain lim it ed procedures, but will not be audited : 1) Management's Discussion and Ana lysis (MD&A) 2) Budgetary Comparison Schedules 3) Requ ired Supplementary Information 4) Statistical Section Supplementary information other than RSI also accompanies the City's basic financial statements . We will subject the following supplementary information to the auditing procedu res applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling such in formation directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with audit ing standards generally accepted in the United States of America and will provide an opinion on it in relation to the basic financial statements : 1) Schedu l e of Expenditures of Federal Awards 2) Statement of Agency Funds 3) Combi ning nonmajor fund finan cial statements The following additional info rmation accompanying the basic financial statements will not be subjected Ia the auditing procedures applied in our audit of the financial statements, and for which our auditor's report will not provide an opinion or any assurance. 1) Schedu le of Funding Progress for PERS and OPEB City of Temple City July 21, 2011 Page 2 Audit Objectives The objective of our audit is the expression of opin ions as to whether your basic financial statements are fairly presented, in all material respects . in conformity with U.S . genera ll y accepted accounting prin qiples and to report on the fa irness of the additional information referred to in the second paragraph when considered in relation to the bas ic financial statements taken as a who le . The objective also includes reporting on: • Internal control related to the financ ia l statements and compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants . noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards . • Internal control related to major programs and an opinion {or disclaimer of op inion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each maj or program in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Of!Janizations. The reports on internal control and compliance will each Include a statemen t that the rep ort is intended solely for the information and use of the aud it committee , management, specific legis lative or regulatory bodies , federal awarding agencies, and if applicable, pass-through entities and Is not intended to be and should not be used by anyone other than these specified parties . Our audit will be conducted in accordance with U.S. generally accepted auditing standards ; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the Un ited States; the Single Audit Act Amendments of 1996; and the provisions of OMB C ircular A-133, and will include tests of accounting records, a determination of major program{s) in accordance with Circular A-133 , and other procedures we consider necessary to enable us to express such opinions and to render the required reports . If our opinions on the financial statements or the Single Aud it compliance opinions are other than unqualified, we will fully discuss the reasons with you In advance. If, for any reason , we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to exp re ss op inions or to issue a report as a result of this engagement. Management Responsibilities Management i s responsible for the basic financial statements and all accompanying information as well as all representations conta ine d therein . Management is also responsible for ident ify ing government award programs and understanding and complying wi th the compliance requirements, and for preparation of the schedule of expenditures of federal awards in accordance with th e requirements of OMB Circular A-133. As part of the audit, we will assist with prepara tion of your financial statements, schedule of expenditures or federal awards, and related noles. You are resp onsible for making all management decisions and performing all management functions relat ing to the financial statements, schedule of expenditures of federal awards, and related notes stnd for accepting full responsibility for such decisions. You will be required to acknowledge in the management representat ion letter our assistance with the preparation of the financial statements and the schedu le of expend itures of federal awards and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards , and related notes prior to their issuance and have accepted responsibility for them . Further. you are required to designate a managemen t-level individual with s uitable skill, knowledge, or experience to oversee the bookkeeping, tax services and any other nonattest services we provide; and for evaluating the adequacy and re sults of those services and accepting responsibility for them . City of Temple City Jufy21 ,2011 Page 3 Management is responsible for establishing and ma intaining effective internal controls, includ ing internal contro ls over compliance, and for eva luating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met and that there is reasonable assurance that government p ro grams are administered In compliance w i th compliance requirements. You are also respons ib le for the selection and application of accounting principles; for the fair presentation in the financial statements of the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City and the respective changes in financial position and, where applicable, cash nows In conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and re lated information available to us and for ensuring that management and financial information Is reliable and properly recorded. Your responsibilities also include identifying sign ificant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information . Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us In the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial , bo th Individually and in the aggregate , to the financial statements taken as a whole. You are responsib le for the design and Implementation of programs and controls to prevent and detect fraud , and for informing us about all known or suspected fraud or Illegal acts affecting the government Involving (1) management, (2) employees who have significant roles in internal control , and (3) others where the fraud or illega l acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in commun ications from employees, former employees. grantors, regulators, or others. In addition. you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements , and grants . Additionally, as required by OMS Circular A-133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review . You are responsible for the preparation of the supplementary information in conform ity with U.S. generally accepted accounting princip les . You agree to include our report on the supplementary information in an y document that conta ins and Indicates that we have reported on the su pple mentary information . '{au also agree to present the supplementary information with the audited fin ancia l statements or make the audited financial statements readily available to users of the supplementary information no later than lhe date the supplementary information is issued with our report thereon . Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for Identifying for us previous financial audits, attestation engagements. performance audits or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements , performance audits or other studies. You are also responsible for providing managemenrs views on our current findings, conclusions , and recommendations, as well as your planned corrective actions, for the report , and for the timing and format for providing that i nform ation . With regard to the electronic dissemination of aud i ted financial statements, includi ng financial statements published electronically on your website , you understand that electronic sit es are a means to distribute information and, therefo re, we are not required to read the information contained in these sites or to consider the consistency of other Information in the electronic site with the original document. City of Temple City July 21, 20 11 Page 4 Audit Procedures-General An audit includes examining, on a test basis , evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will Involve judgment about the number of transactions to be examined and the areas to be tested . We will plan and perform the aud it to obtain reasonable rather than absolute assurance about whether the financial statemen ts are free of material misstatement, whether from (1) errors, (2) fraudu lent financial reporti ng , (3) misappropriation of assets, or (4) violations of laws or governmenta l regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determi nation of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there Is a risk that material misstatements or noncompliance may exist and not be detected by us . In addition , an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly Inconsequential, and of any materia l abuse that comes to our attention . We will include such matters in the reports required for a Sing le Audit. Our respons ibility as auditors is limited to the period covered by our aud it and does not extend to any l ater periods for wh ich we are not engaged as auditors. Our proced ure s w il l include tests of documentary ev idence supporting the transactions recorded in the accounts, and may incl ude tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals. cred itors , funding sources, and financial Institutions . We will request written representations from your attorneys as part of the engagement, and they may bill you for respond ing to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters . Audit Procedures-Internal Controls Our aud it will include obtaining an understanding of th e entity and its environment, including Internal controls, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fr aud tha t are material to the financial statements and to preventing and dete c ti ng misstatements resulting from illegal acts and other noncompfl ance matters that have a direct and material effect on the fin ancial statements . Our tests, if performed , will be less in scope than would be necessary to render an opinion on internal controls and, accordingly, no opinion will be expressed in our report on internal controls Issued pursuant to Government Auditing Standards . As required by OMB Circular A-133, we will perform tests of con trols over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preve nti ng or detecting material noncompliance with compliance requirements app licable to each major federal awa rd program. However, ou r tests will be less in scope than would be necessary to re nder an op inion on those co ntrols and , accordingly , no opinion will be expressed in our report on internal contro ls issued pursuant to OMB C ircular A-133. An audit is not designed to provide assurance on internal controls or to identify significant deficien cies. Howe ver, during the audit, we will communicate to management and those charged with governance internal control rel ated matters that are re quired to be commun ic ated under professional sta nda rds, Government Auditing Standards, and OMB Circ ular A-133. City of Temple City July 21 , 2011 Page 5 Audit Procedures-Compliance As part o f obtaining reasonable assurance about whether the financia l statements are free of materia l m isstatement, we will perform tests of the City's compliance with applicable laws and regu lations and the provisions of contracts and agreements, Including grant agreements . However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance Issued pursuant to Government Auditing Standards. OMB C ircular A-133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the prov isions of contracts and grant agreements applicable to major programs . Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Circular A- 133 Compliance Supplement for the types of compliance requ irements that could have a direct and material effect on each of the City's major programs . The purpose of those procedures wi ll be to express an opini on on the C ity's compliance with requirements applicable to each of its major programs i n our report on compli ance issued pursuant to OMB Circular A-133 . E-mail Communication In con nection with this engagement, we may communicate with you or others via e-mail transmiss ion . As e-matls may be intercepted and read , disc~osed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the addressee . Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosu re or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard , you agree that we shall have no liability for any loss or damage to any person or entity result ing from the use of e-mail transmissions , includ ing any consequential, incidental, d irect, indirec t, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary Information. Ownership of Audit Documentation The aud it documentation for this engagement is the property of Vasquez & Company LLP and constitutes confidential information . However, pursuant to authority g iven by law or regulation , we may be requested to make certain audit documentaUon available to a Cognizant or Oversight Agency for Audit or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality r eview of the audit, to resolve audit findings, or to carry out oversight responsibilities . We will notify you of any such reques t. tf reques ted, access to such audit documentation wi ll be provided under the supervision of Vasquez & Company LLP personnel. Furthermore, upon request, we may provide copies of selected audi t documentation to the aforementioned parties . These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies . The audit documentation for this engagement will be retained for a mi nimum of seven years after the report re lease date or for any addi tional period reques ted by the Cognizant Agency, Oversight Agency for Audit, or Pass-lhrough Entity. If we are aware that a federal awarding agency, Pass- through Entity, or auditee is contesting an audit fin d ing , we will contact the party(ies) contesting the audit fin di ng for guidance prior to destroying the a udi t documentation. City of Temple City July 21 ,2011 Page 6 Independence Professional and certain regulatory standards require us to be independent, in both fact and appearance, with respect to your organization in the performance of our services . Any discussions that you have with personnel of our firm regarding employment could pose a threat to our independence. Therefore, we request that you inform us immediately prior to any suc h discussions so that we can implement appropriate safeguards to mainta i n our independence. Dispute Resolution Procedure If any dispute, controversy, or claim arises out of, relates to, or results from the performance or breach of th is engagement, excluding claims for non-monetary or equitable relief (collectively, the "Dispute"), either party may , upon written notice to the other party, request non-binding mediation . A recipient party of such notice may waive its option tv resolve such Dispute by non- binding mediation by prov iding written notice to the party requesting mediation and then such parties hereto shall resolve such Dispute by binding arbitration as described below. Such mediation shall be assisted by a neutral mediator acceptable to both parties and shall require the commercially reasonable efforts of the parties to discuss with each other in good faith their respective positions and different interests to finally reso lve such Dispute . If the parties are unable to agree on a mediator within twenty (20) days rrom delivery of the written notice, either party may invoke the mediation service of the American Arbitration Association (the "AAA"). Each party may disclose any facts to the other party or to the mediator that It, ln good faith, considers reasonably necessary to resolve the Dispute. However, all such disclosures shall be deemed in furtherance of settlement efforts and shall not be admissible in any subsequent proceeding aga inst the disclosing party . Except as agreed to in writing by both parties, the mediator shall keep confidential all information disclosed during mediation . The mediator shall not act as a witness for either party in any subsequent proceeding between the parties . Unless wa ived, such mediation shall conclude af1er the parties have engaged in good faith settleme nt negotiations, but nonetheless are unable to reso lve the Dispute through the mediation process. The attorneys· fees and costs incurred by each party in such mediation shall be borne solely by such party, except that the fees and expenses of the mediator, if any, shall be borne equally by the parties. Any Dispute not resolved first by mediation between the parties (or if the mediation process is waived as provided herein) shall be decided by bind ing arbitration . The arbitration proceeding shall take place in the city in which the Vasquez & Company, LLP office providing the majority of services involved exists, unless the parties agree In writing to a different locate. The arbitration shall be governed by the provisions of the laws of the state in which the arbitration is to take place (except if there is no applicable state law providing for such arbitration , then the Federal Arbitration Act shall apply) and the substantive law of such state shall be applied without reference to conflicts of law rules . In any arbitration Instituted hereunder, the proceedings shall proceed in accordance with the then current Arbitration Rules for Professional Accounting and Related Disputes of the AAA, except that the Arbitration Panel (as defined be low) shall permit discovery that is consistent with the scope of discovery typically permitted by the Federal Rules of Civil Procedure and/or is otherwise customary in li ght of the complexity of the Dispute and the amount in co ntroversy. Any Dispute regarding discovery, or the relevance or scope thereof, shall be determined by the Arbitration Panel (as defined below). City of Temple City July 21 , 2011 Page 7 The arbit ration shall be conducted before a panel of three persons , one sel ected by each party. and the third selected by the two party-selected arbitrators (the "1\rb ltration Panel"). The party- selected arbitrators shall be treated as neutrals. The Arbitration Panel shall have no auth o r ity to award non-monetary or equitable relier, but nothing here in shall be construed as a pro hib itio n against a party from pursuing non-monetary or equitable relief in a state or federal court . The parties also waive the right to punitive damages and the arbitrators shall h ave no authority to award such damages or an y other damages that are not strictly compensatory in nature. In rendering their award, the Arbitratio n Panel shall issue in writing fin d i ngs of fact and conclus ions of law. The Arb itration Panel shall not have au thority to grant an award that is not supported by substantial evidence or that is based on an error of law, and such absence of substantial evidence or such error of law may be reviewed on appeal to vacate an award based on the standard of review otherwise applicable in the Federal Appellate Court responsible for the jurisdiction in which the arbitration is venued, and without regard to any heightened standard of review otherwise applicable to an arbitration decision rendered by the AAA . The confidentiality provisions applicable to mediation shall also apply to arbitration. The award issued by the Arbitration Panel may be confirmed In a j ud gment by any federal or state court of competen t jurisdichon . No payment of any award or po sting of any bond of any kind whatsoever is requ ired to be made or posted until such Dispute is finally determined. In no event shall a demand for arbitration be made after the date on which the initiation of the legal or equ itable proceeding on the same Dispute would be barred by the applicable statute o f limitations or repose. For the purposes of appl yi ng the statute of lim itations or repose , receipt of a writte n demand for arbitration by the AAA sh a ll be deemed the initia tion of the legal or equ it ab le proceeding based on such Dispute . Audit Administration, Fees, and Other We ma y from time to time, and depending on the circumstances, une third -party service providers in se rv icin g your account. We may share confidential information about you with these serv ice providers , but remain committed to maintaining the confidentiality and security of you r information . Accordingly, we maintain internal policies , procedures, and safeguards to protect the confidentiality of your personal information. In addition , we will secure confidentiality ag reements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures i n pl ace to prevent the unauthorized release of your confidential information to others . In the event that we are unable to secure an appropriate co nfidentia l it y agreement, you will be asked to provide you r consent prior to the sharing of your confiden ti al information with the th ird-party service provider. Furthermore, we will remain responsible for the work provided by any such th ird-party service providers. We understand that your employees wiU prepare all cash, accounts receivable , and o th er confirmations we request and will locate any d ocu me nts selected by us for testing . Ms. Margaret J. McBride is the engagement partner and is responsible for supervising the engagement. Gilbert Vasqu e z is responsible for sig n in g the audit report. At the conc lusion of the engagement, we will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings . We wi ll provide copies of our reports to the City; however, It is management's responsibility to submit the reporting package (inc luding financial statements, schedule of expenditures of federal awards , summary schedule of prior audit findings , auditor's reports , and corrective action plan) along with the Data Collection Form to the designated federal clearinghouse and, if appropriate, to Pass-through Entities. The Data Collection Form and the reporting package must be submitted wltt".in the earlier of 30 days after receipt of the auditor's reports or nine months after the end of the audit pe riod , unless a longer period is agreed to in advance by the Cognizant or Oversight Agency for Audit. We will provide information to management as to where the reporting packages should be submitted and the number to submit. City of Temp le City July 21 20 11 Page 8 We ex pe ct to be gi n our audi t on approximately Se p tembe r 15, 20 11, to perfo rm early tests of contro ls and to issue our reports no later tha n Decembe r 31, 2011 . Ou r audit engageme nt ends on delivery of our audit report. Any follow·up services that might be req uired will be a sepa rate, new engagement. The terms and conditions or that new engagement wi ll be governed by a new , specific engagement letter fo r that service . Our fees for the services outlined in this engagement letter are based on ou r estimates of the tim e needed to complete the project at our standard hourly rates . You acknowledge that any fee est im ates we have furnished are only our good faith estima tes based on our understanding of the engagement assumptions and the facts and circumstances we are aware of at this t ime . If the bases of our est imates are in accurate, the fees and expenses may be different from those we each anticipate. If significan t add iti ona l ti me is necessary, we w ill discuss it with you and arrive at a new fe e estimate before we incur the addi ti onal costs . Our standard hour1y rates vary according to the degree of respons i bi lity involved and the experience level of the personne l assigned to your audll The fees are based on anticipated cooperation from your personnel and the assumption that unexpected circumstances w il l not be encountered du ri ng the aud it. Ou r invoi ces for these fees w ill be rendered in accordance with the le rm s se t in our contract and are payab le within 30 days of receipt. In accordance with our firm po lici es , work may be suspended if your account becomes thirty days or more overdue and w ill not be resumed unti l your accou n t is paid in full. If we elect to terminate our services for nonpay ment, our engagemen t will be deemed to have bee n completed upon written notice of term in ation, even if we have no t iss ued a report . You will be ob liged to compensate us for all time expended and to reimburse us for all oul--of·pocket expend i tures through the date of termi nation . Invoices aged ove r thirty days may be subj ect to a 10 % late c harge . Other Services We are alw ays available to mee t with you and/or other executives at various limes throughout the year to discuss current business , operations, accoun ti ng , and aud iti ng matters affecting yo ur organization . Whenever you feel such meetings are desirable, please le t us know. We are also prepared to p rovide services to assist you in any of th ese areas . You may request tha t we perform add itional services not addressed in this engageme nt lette r. If this occurs , we will communica te w ith you the scope of the addit ional services and estima ted fees. We also may issue a separate engagement letter covering the add itiona l services. In the absence of any other written communication from us documenting such additional services, our serv ic es w ill continue to be governed by the terms of this engagement letter. Government Aud itin g Standa rds require that we provide you with a copy of our most recen t externa l peer rev iew report and any letter of comment, and any subsequent peer rev iew reports and letters of comment received during the period of th e contract. O ur 2009 pee r r evi ew report accompani es this lette r. In accordance with Section 5079(a)(5) of the Californ i a Accountancy Act , we hereby disdose that William Vasquez is a nonlicensee owne r and he will not be involved in the engagement. Section 5063 (b)(1) of the California Accountancy Act requ ires us to report to the California Board of Acco untancy, within 30 days of the date that we have knowledge of any restatement of a financial statement and related disclosures by an audit client. We appreciate the opportun ity to be or service to you and believe this letter accurately summarizes the sign incant terms of our engagement. If you have any questions , please le t us know . If you agree with the terms of our engageme nt as described in th is letter, p lease sign th e enclosed copy and return it to us . C ity of Temple City July 21, 20 11 Page 9 Very truly yours , VASQUEZ & COMPANY LLP Gilbert R. Vasquez !~a naging Pa~~n_e_r ____________________________________________________ __ RESPONSE: Th is letter correctly sets forth the unders tanding of the City of Temple C ity. Officer Sign a tu re : ------------------------------------- Tille:--------------------------------------- Date: ________________________________________ __ ATTACH~I1F.NT C ADMINISTRATIVE SERVICES DEPARTMENT MEMORANDUM DATE : July 15, 20 14 TO: The Ho nora bl e City Counc il FROM: Don ald E. Penman , In terim City Manager By: Tra cey L. Ha use, Ad min istra tive Services Director SUBJECT: DISSOLUTION OF THE AUD IT AD HOC COMMITTEE, ESTABLISHMENT OF AN AUDIT STANDING COMMITTEE AND ADOPTION OF AN AUDIT STANDING COMMIITEE CHARTER RECOMMENDATION : Th e City Cou ncil is requ est ed : a) Dissolve the A ud it Ad Hoc Committ ee; b) Appoint an A ud it Standing Committee including a Chairma n and Vice Chairman ; and c) Adopt an Audit St an di ng Co mmittee Charter (Attachm en t "A"). BACKGROUND: 1. The 2011-20 12 Los Ange les Co unty Civi l Grand Jury (CGJ) expressed co n cern about the pote ntial for abuse of c harter cities in Ca lifornia as they are given greater au t ho rity an d fl exibil ity , by Cal ifo rn ia law, th an gene ral law cities over thei r respective m un icipal affa irs. 2 . On January 24, 2012 , the City of Temple City (City) received a questionnaire developed by t he CG J to gather info rmat ion regardi ng current practices of the charter ci ti es in t he a reas of: Fina ncia l Heal th ; Governance Practices ; Financial Manageme nt Practices; Con tr acti ng a nd Proc u rement ; and Employee Compe nsatio n. 3. On February 9, 201 2 , the City re turn ed the completed q uestionnaire and supporting docume ntat ion and forwarded a copy of th e City 's Fiscal Year (FY) 2009-2010 Bas ic Financial Stateme nts to t he CG J as req uested . 4 . On June 26 , 20 12, the City received a copy of the 2011 -2012 Los Angeles County C ivil Grand Ju ry Report. City Council July 15, 2014 Page 2 of 4 5. On September 18 , 2012 , staff brought forward to the City Council the CGJ Report and a draft letter responding to the recommendat io ns . 6 . In mid-June 20 13 , th e portion of the 2012-20 13 Los Angeles Count y Ci vil Grand Jury Report (2012-2013 CGJ Report) entitled "CIT IES OF LOS ANGELES COU NTY Fi sca l Health, Governance , Management and Compensation " was de liv ered to City Ha ll . 7 . On November 13,2013, staff res ponded to the 20 12 -2 013 CGJ Report . 8. On January 21, 2014, afte r receiving a report on the formation of an Audit Committee from Adm inistra tiv e Services Director Ha use , City Councilmember Chavez made a motion to establish an Aud it Ad Hoc Committee (Committee) to determine the structure and scope of work for the Audit Standing Committee . T he Co mmittee was d irect ed to report back to full City Council withi n the next six months . Councilmember Yu and Councilmember Chavez we re appointed to the Committee . 9 . On Febru ary 4, 2014 , Co u nci lmemb e r Yu reques ted Mayor Sternq uist and City Counci l to cons id er appointing Pla nning Commi ss ioner Curran to th e City Council Comm ittee . Mr. Curran is a Certified Pub li c Accou ntant (CPA). Mayo r Sternqu ist made the appo intm ent. 10 . On April 3 and May 30, 2014 , the Committee met t o consi der a Audi t Sta nding Committee Charter, (i.e., Mayor Pro-Tem Chaves, Councilmember Yu and Steve Curran). Mayor Pro Tem Chavez did not attend the May 30 , 20 14 , Committee meet ing . ANALYSIS: The main function of the Civi l Grand J ury is to in vestigate co unty, city , a nd joint-powe r agen cies . The Gra nd Jury acts in a "watch-dog " capacity , by examin ing carefully and completely, the ope ratio ns of vario u s government agencies within Los A ngeles County . The Civil G rand Jury cannot investig at e state or federa l agencies , which lie outside their jurisd iction . Part of the investigation of governmental agencies includes the abil ity to audit operations , accounts and re cords of officers and departments within the agency unde r inves t igati on . Th e C ivi l G rand Jury is further cha rged with inv es tigating ind ivi dua l complaints f rom citizens . Due to p rob lems in th e last couple of years in th e citi es of Bell and Vernon , and fears of bankruptcy in other cities in Ca li fo rnia , th e Grand Jury und ertook the "Charter Cities Fi scal Hea lth , Governance and Management Practices" investigation and issued a repo rt dated June 26, 20 12 . Of the 25 charter cities with in Los Ange le s County , 23 Charte r Ci ties we re chosen because their great er auto nomy all ows for great e r potentia l fo r abus e . Non e of the 63 "Genera l Law" cit ies with in Los Ange les County were invest igated in last year's report. The 2012 -2013 CG J Report decided to e xpand the City Council Ju ly 15 , 2014 Page 3 of 4 i nvestigation to all 88 cities within Los Angeles County including all Charter and General Law cities as the economy has Increased the risk of bankruptcies . Temple City f a ired rather well in the Grand Jury's inv estigation in light of actions by o ther cities within Los Angeles County. For greater transparency and accountab ility, one recommendation made in the 2012-13 CGJ Report is that ci ties should forma lly establish a City Council aud it co mmittee, making it d irect ly responsible for the work of the independent auditor. Temple City is one of the 59 out of 88 cities. in Los Angeles County , that received th is recommendat ion . Recommended best practice aud it committees structures fr om the Government F inance Officers Association (GFOA) inc lude: • The governing body of every state and local government should establish an audit committee or its equ ivalent; • The aud it committee should be formally esta b lished by charter, enabling resolution of other appropriate lega l means and made d irect ly respons ible for the appointment, compe nsa ti o n , retention and oversight of the work of any independent accountants engaged for the purpose of preparing or issuing an independent audit report or performing other independent audit, re view or attest services; • The aud it comm ittee should be established in such a manner that all accountants thus engaged report directly to the aud it committee . T he written documentation establishing the aud it committee should prescribe the scope of the comm ittee 's responsibilit ies , as well as its structure , processes , a nd membership requirements ; and • Th e aud it committee shou ld itself period ically review such documentation , no less than once every five years, to assess its con t inue adequacy . Other structures of audit committees in Cal if ornia also exist , including f inance and /o r budget committees , similar to the prev ious Budg et Ad Hoc Committees in T e mple City , that assume the recommended audit co mmittees ' duties and responsibilities . Options fo r structure were discussed by the Comm ittee and they recommended that a Audit Standing Committee be establis hed and their duties be more "traditional" and incl ude the recom mened best practices by GFOA as described above . Further , the Committee developed a Charter that is recommended for adoption as part of th is act ion . The responsib il ities of the Audit Standing Committee wi ll include : • Ass isting the City Council in m o nit ori ng , overseeing , and assessing the City's. ;..-Accou nting and f i nancia l reporting processes ; City Council July 15, 2014 Page 4 of 4 ~ T he qualit y and integrity of the City's financ ia l statements , i ncluding audits of the financial statements ; ~ The qua lifications, i ndependence and performance of the inde pendent auditor; ~ Compliance with applicable legal and regulatory financial accounting requirements ; and ~ Management's ability to evaluate adequacy of inte rnal controls and capably identify and con t rol risks posed by its current and planned activities. • Provide an avenue for communication among the independe nt aud itors , City management and the City Co uncil. The Committee shall have such other duties as se t forth in this charter and as directed by the City Counc il. As directed by the City Council , the Committee has me t and is returning to the City Co uncil with a reco m mendation for the st ructure and scope of work for the Audit Standing Committee. CONCLUS ION : It is recommended the City Council disband the Committee, app oi nt an Aud it Stand ing Committee , including a Chairman and Vice Cha i rman , and adopt an Audit Committee C harter. A standing committee is recommended as the purpose and dut ie s of th is committee are on -going , over multi fiscal years . FISCAL IMPACT : This action would have no fisca l im pac t to t he Fiscal Yea r (FY) 2014 -15 City Budget. ATTACHMENT: A. Audit Committee Charter ATIACHMENTA CITY OF TEMPLE CITY AUDIT C OMMITTEE CHARTER Organizational F unctiona l Area C i ty o f Temple City C harte r For: Audit Committee C ity Council Approved: July 15, 2014 Last Revision D ate : N/ A Res ponsible Person for Maintaining/Updating·C b a rte r : C hairman of Audit Co mmittee (. Purpose The purpose of the Audit Comm itt ee (the "Committee") of the Ci ty Council ("Council") (the "City") is to (a) assist the Council in monitoring, overseeing, and asses s ing (i) the City's accounting and financial reporting processes ; (ii) the quality and integrity of the City's frnancial statements, including audits of the financial s tatements; (iii) the qualifications, independence and perfo rmance of the independent auditor; (iv) compliance with applicable legal and regu latory financial accounting requirements; and (v) management 's ability to evaluate adequacy of internal controls and capably identify and control risks posed by it s current and planned activ ities; and (b) provide a n avenue for comm uni cation among the independent aud itors, City managem ent a nd th e Council. The Committee shall have such other duties as set fo rth in thi s charter and as directed by the Council. II . Compos iti o n of the Committee The Committee shall be comprised of at least three members but no more than fi ve, two of whjch must be Councilmembers, each of whom s ha ll be determined by the Counci l to meet the independence requirements of applicable governmental or regulatory authorit ies. The Committee shall a lso meet any applicable exper ience, expertise, finan cial literacy or other regulatory requirements . The members of the Committee shall be appointed by the Mayo r wi th concurrence fr o m the Mayo r Pro Tern and o ther Councilmembers. The Counci l shall designate a Chairman and a Vice Chairman of the Comm ittee. If the Comm ittee Chairman is not present at a meeting ofthe Comminee, the Vice Chairman shall pres id e . Ill. Committee Meetings The Committee shall meet three t imes a year or as rea sona bl y necessary to accom pli sh the work o f the Committee as set forth in Sections I, Ill & TV of the Charter to: • Discuss the scope of the planned engagement with the auditors at the beginning of their field work; I:". " Monitor preliminary results with the auctitors at the end of their field wo rk ; " R eview finali zed draft of the Comprehensive Annual Financial Report (CAFR); and " To complete the business of work of the Committee as set forth in Sections I, lii & rv . A majority of t he members o f the Commi ttee sha ll constitute a quorum . The Committee Cbainnan, in consultation with management and other m ember s of the Committee, shall prepare and/or app rove an agenda in advance of each meeting. Materials rel ated to agenda it ems shall be provided to the Committee members suffici ently in advance of the meeting where necessary to all ow the members to prepare for d iscuss io n of the items at the m eeting. The Committee shall maintain written minutes of it s meetings, which shall be maintained wi th the books and reco rds of the City. The Committee shall repo rt its activities regular ly and directl y to the Counci l and shaJI make recommendat ions that the Committee deems advisable. The C ommittee m ay request that a ny member of the Counci l, officer o r s taff of the City, or other person s whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Comm ittee requests. IV. A utho ri ty and Responsibilities A . General 1. The Commi ttee sha ll monito r the completion of the C ity prepared financial rep011 s required by the regul atory authorit ies , including the review of financial statements wi th management, review of SAS 114 with the independent auditor, and review of the written disc losures and the letter from the independent aud itor. 2. The Co mmittee shall have reasonable access to the Administrati ve Services Director, as staff support and documents as necessary 'in accordance with their sco pe of work . It is estimated the staff s u pport to the Committee will no t exceed 30 hours per fiscal year . 3 . The Cornnilttee shall have the authority to' reco mmend to the City Council the e ngagement of independ ent counsel and oth er advisor s, as it determines necessary to carry o ut its duti es. If the C ity Council deems the hiring of an inde pendent counsel or other advisors, the City shall so li ci t the Request fo r Qual ifications (RFQ) o r Request for Proposal s (RFP). and provide for appropriate funding, as determined by the City Council, fo r payment of (a) compensation to the ind ependent auditor engaged for the purpose of preparing or issuing an audit rep ort o r performing o ther aud it, review or attest services fo r th e C ity; (b) compensati on to any advisors employed by the City Council ; and (c) the Committee shall review a nd reassess at least annually the adeq uacy of thls C harter and recom m end any proposed changes to the Council fo r approval. T he Co uncil shall annually review the Committ ee's performance. B. Quality a nd Integrity of F in an ci a l Statements Page 2 ·' 1. The Co mmittee shall review and discuss with management, and the independent auditor the City's annual financial report prior to December 15 th of each fiscal year and prior to i ts filing with the r egulatory a uthorities-included in the City's Comprehensive A nnua l Financial Report, the disclosures contained therein including management's di scussion and analysis of financial condition and r esults of o perations, and any certifi cation, report, opinio n or review rendered by management, o r the independent auditor in connection with the foregoing . The finalized draft is sent to all audit committee members for review and the Chairman will hold a formal meeting with committee members, Managem e nt and outsi d e financial auditors prior to the required ft lin g date to d iscu ss any issues th ey may have about the report 's financ ial information. 2 . The Committ ee shall, in a review and d iscuss ion with the C ity Manager and o ther members of management, request them to address any significant financial reporting issues and judgments made in connection with the preparation of the C it y's fmancial statements, including any signi fi cant c han ges in the City's selec t ion or application of accounting principles , any special steps adopted in light of any material control defic iencies identified and the effect of chan ges in law, regulati ons or accountin g standards on the City's operati o ns or financial stat ements. Regarding th e audited financ ial s tatement s , in accordance with the matters required to be d iscussed by Statement of Aud iting St andards No. 114, the Committee will review and discuss with the independent a uditor the auditor 's j udgments as to the qual i ty, n o t j ust the acceptabi lity, of the accountin g princip les, th e reasonableness of significant judgme nts, the clarity o r disclosures in the finan c ial statements, and any o ther matters that are requ ired to be di scussed with the Committee under generall y accepted auditing standards . C. Internal Controls and Procedures 1. The Committee shall, in consultation with management, the inde pendent auditor, review and discuss th e adequacy and effectiveness of t he City's (a) internal controls, (b) management risk assessment evaluati on process including its ongoing m o nitorin g and periodic reporting and (c) di sclosure contro ls and processes, and management reports thereon . 2. T he Committee sha ll review an y di sc losures m ade to the Committee by the City Martager and Admirti strati ve Services Director (i .e., Management Letter) during their required certification process regardi ng any significant deficienci es in the d esign o r oper ation of int ernal contro ls or mater ia l weaknesses there in and any fraud in vo lving manage ment or other staff who have a significant role in the City's internal contro ls as appr opriate given the protection and pri vacy of certain P ersonne l matters. · D. Independent Auditor's Qualifications and Independence I . The Committee shall be responsible for recommending to the City Council the appointment, compensation, retention and oversight of the work of the independent audi tor P age 3 engaged (including resoluti on of any di sagreements betwee n managemen t and th e independent au ditor regarding fi nan cial reporting) for the purpose of preparing or issuing an audi t report or perfo rming other audit, review or attes t services for the City, and each such ind ependent aud itor mus t report direct ly to th e Committee. 2. The Committee shall re view the ann ua l rete ntion of the independent auditor, the a udi t engagement letters, the scope of a ud it services , moni tori ng of audit results and re view of t he independent auditor's performance and services. T he Committee may recommend to the C ity Council the appointment or replacement of the independent audito r , as th e Committee deems necessary or appropri ate. 3. The Committee shall verify that the City does not engage, or otherwise permit the City to engage, the independent auditor to pro vide any n on-audit ser vices prohibited such as (a) bookkeeping or other serv ices related to the acco unti ng recor ds or financial statements of the audit cli e nt , (b) finan cia l information sys tem s design and implementation, (c) appraisal or va lu ation se rvices, fa irness o pinions, or contribution-i n-kind reports, (d) ac tuarial serv ices, (e) internal audit outso urcing services, (f) manageme nt functions or human resources, (g ) broker or d ealer, investment adviser, or investment banking services , (h) legal services and expert serv ices unrelated to th e audit , and (i) any othe r service , which was estab li shed under Sec tion I 0 I of the Sarbancs-Oxl ey Ac t of 2002 , determines, by r egulati on, is impermi ssi ble). 4. The Committee shal l annually eva lu ate the qu al ifications, performance and independence of the ind ependent auditor. The Committee shall (a) receive written disclosures and a written statement fr om th e indepe nd ent auditor delineating all relationsrups between the auditor and the City, consistent with Ind ependence Standards Board Standard 1, (b) di scuss with the in dependent au d itor any disclosed relationships o r services that might impact the auditor's obj ect ivity and indepe nd ence ~d (c) take, or recommend that the Council take , appropria te actio n, if warranted, to mai nta iQ the independe nce of the outsi de audito r. 5. The Committee shall ve rify that the ind ependent auditor 's lead audit partner hav ing primary responsibility for the audi t and the audit partner responsi bl e fo r reviewi ng the audit are rotated as requ ire d by law. 6. The Committee shall verify that the City maintai ns written hiring pol ici es for current and fo rmer e mpl oyees of the independ ent auditor in accordance with regulatory requirements und e r Section 206 of t he Sarbanes Ox ley Ac t re latin g to Co nfli ct s of Interest. E. I n dependent Auditor 's Au d it 1. T he Committee shall annually rev iew and discu ss with the independent auditors the matters required to be di scussed by Statement of Auditing Standard s No. I14 including, (a) its aud it plans and audit procedures , in c ludin g the scope, (b) the results of the ann ual audit examination and accompanying management letters; and (c) the results of the independent auditor's procedures with respect to any interim.'periods aud it work performed . Pa ge 4 2 . The Committee s h all, review and discuss re p orts from the inde pendent audi to r on (a) all critical accounting polic ies and practices to be u sed; (b) aU al ternative treatments of fi n ancial info rmation within gene rally accept ed acco unting princ ipl es that have been discussed with managem e nt, rami fications of the use of s uch al t e rna tive d isclosures and tr eatments, and th e treatment preferred by the inde pende nt audito r ; and (c) other material wri tten communications between the independent audito r and m anagement, such as any management le tter or schedule of unadjusted d iffere nces. 3. The Committee s hall review the City's aud ited financial state m e n ts and r ecommend to the Cou ncil that the a udi ted statements be included in the City's Annual Report. 4. The Committee sh all inquire into a ny accounting adjustments that were noted o r proposed by the inde p e ndent auditor but were not recorded in the Comprehensive Annual Financial Report . F. Compliance with Laws and Regulations I. The Committee shall re v i ew s ignifi cant findings reported by regulators, management's related responses and monitor corrective actions o n any maj or deficiencies noted . 2. T he Committee shall, at least annually, review w ith the City's counsel any legal m a tters that could h ave a significant impact on the City's financia l statements, the City's com p liance with applicable laws and regu la ti ons, and any inquiries received from regulato rs o r governmental agen cies. 3. The Committee s hall review all "related party transact ions" for po tential conflicts of in te rest situatio ns o n an ongoing basis. For purposes hereof, "related party tran sactions" shall mean any transaction required to be di sclosed by the City pursuant to regul atio n s or best practices. If t he Committee has co ncerns with an y "related p arty transactions", a fo rmal report will be made to the C ity Council. 4 . The Committee sh a ll ensure the City m ai nta ins procedures for (a) the receipt, r e tention, and treatment of complaints r e c eived by the C ity regarding account ing, internal accounting contro ls, or a uditi ng matters; a nd (b) the confide ntial , anonymous submission by employees of the Ci ty of con cerns regarding questionable account ing or auditing m atters . T he Committ ee shall a lso unde rtake s uch addit ional activities within the scope of its primary funct io n as the City Counci l or the Committee may from time t o time determine or as may otherwi se be req uired by law, the C ity Council's o r City's by-laws or charter . T h e duties and responsibi liti es of a member of the Committee are, w h e re applicable, in addition to those duties set out for a m e m ber o f the City Co uncil. Whl le the Comm ittee has t he r espon sibilities and powers set forth by this c h arter, it is not the duty of the Commi ttee to p lan or conduct a ud its o r to Page 5 detennine that the City's financial statements are complete and accurate in accordance with general ly accept ed accounting princi ples. This is the respo ns ibi lity of management. Page 6