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HomeMy WebLinkAbout2009/05/12 Item 7 CITY COUNCIL & REDEVELOPMENT AGENCY AGENDA STATEMENT ~~tc- CITY OF ~ CHULA VJSTA MA Y 12, 2009, Item~ SUBMITTED BY: REVIEWED BY: RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH THE ACCOUNTING FIRM OF CAPORICCI AND LARSON, CPAs TO PROVIDE AUDITING SERVICES AND AUTHORIZING THE CITY MANAGER TO EXERCISE TWO ONE-YEAR OPTIONS TO EXTEND THE AGREEMENT DIRECTOR OF F~A.. CE/TREASURER~ CITY MANAGE ASSIST ANT CITY ANAGER ~ 1 ITEM TITLE: 4/5THS VOTE: YES D NO 0 SUMMARY Section 1017 of the Chula Vista Charter requires an annual independent audit of the City. The current three-year agreement with Macias, Gini & O'Connell, LLP terminated with completion of the June 30, 2008 audit report. A Request for Proposals to provide auditing services for the City and Redevelopment Agency was issued February 23,2009 and closed on April 2, 2009. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has detennined that this policy is not a "Project" as defined under Section 15378 (b)(4) of the State CEQA Guidelines; therefore, pursuant to Section I5060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION That Council adopt the resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION The Finance Department followed Municipal Code 2.56, Ordinance No. 2517 and Council Policy No. 102-05 in the consultant services selection process. The Request for Proposal (RFP) 7-1 MAY 12, 2009, Item~ Page 2 of3 to audit the financial transactions of the City of Chula Vista and Redevelopment Agency was advertised in the Star News, The San Diego Union-Tribune and posted electronically on PlanetBids.Com, a web-based vendor and bid management system that is widely used by other local agencies. Seven proposals were received and evaluated by the Selection Committee based on the following criteria: A. Organization, size, and structure of the audit firm. B. Qualifications and experience of staff to be assigned to the City's audit. C. Audit firm's understanding of the work to b~ performed and comprehensiveness of audit work plan. D. Cost. RFP Evaluation Results Caporicci & Larson RAMS CPA Lance, Soli & Lunghard 74.8 63.8 62.2 20 15 10 94.8 78.8 72.2 $ 61,050 $ 76,290 $ 83,280 The table above displays the results of the Audit Selection Committee's scoring for the top three proposers. Caporicci & Larson had the highest technical total score of 74.8. When including additional points for their low bid of $61,050 the total score equaled 94.8 points. The City's current auditor Macias, Gini & O'Connell bid $105,000 (fiscal year 2007-08 audit cost was $90,000). Caporicci & Larson's bid for the initial year includes a first year discount of $36,000. In their proposal, C&L offer a unique personalized approach to auditing the City not offered by the other proposers. While most of the firms would assign as many as three partners to the audit, only C&L would have the engagement partner actually be on-site during their fieldwork coordinating the audit process, supervising the audit staff, gaining a hands-on understanding of City processes and benefiting the City with their broad municipal experience. In addition to that valuable benefit C&L offers what it terms "No Fee" Services. Caporicci & Larson will provide services at no additional cost to the City that include: .. Providing 30 hours of professional staff time each year to perform other services that do not conflict with the U.S. Government Accounting Office's independence standards. .. Providing communication and routine advisory services because C&L believes these activities are part of the audit services. o Preparing the Data collection form for Reporting Audits of States, Local Governments and Non-Profit Organizations. .. Preparing the City's annual GANN Appropriation Limit Report. 7-2 MA Y 12, 2009, Item~ Page 3 of3 As discussed above, the primary basis of the ratings was the proposing firms technical competence. After the technical scores were compiled additional points were awarded based on the price of the proposal. Based on this the selection committee recommends the contract for Audit Services be awarded to C&L because they are the most technically responsive bidder and the lowest bidder. About Caporicci and Larson, CP As The accounting firm of Caporicci & Larson, C.P.A.s, formed in 1989, provides a full range of accounting services to governmental agencies, health care facilities, non-profit organizations, and private sector organizations throughout California. With offices in Irvine, Oakland, Sacramento, and San Diego and a staff of 42 audit professionals the firm serves a variety of cities throughout California. The firm lists several clients locally, which include the Cities of La Mesa, Oceanside, Poway and Vista. Other local agencies include San Diego Metropolitan Transit System, SANDAG and the San Diego Community College District. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations section 18704.2(a)(1) is not applicable to this decision. CURRENT YEAR FISCAL IMP ACT There is no fiscal impact to the current fiscal year. An appropriation for the audit will be included in the fiscal year 2009-10 budget. ONGOING FISCAL IMPACT The cost of the audit for the fiscal year ending June 30, 2009, will be $61,050 (compared to $90,000 last audit). Not-to-exceed fees for fiscal year ending June 30,2010 and June 30, 2011 will be $101,903 and $106,998 respectively. ATTACHMENTS Two-Party Agreement with Caporicci & Larson, CP As Prepared by: Phillip Davis, Assistant Director, Finance 7-3 RESOLUTION NO. 2009- RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH THE ACCOUNTING FIRM OF CAPORICCI AND LARSON, CPAs TO PROVIDE AUDITING SERVICES AND AUTHORIZING THE CITY MANAGER TO EXERCISE TWO ONE-YEAR OPTIONS TO EXTEND THE AGREEMENT WHEREAS, section 1017 of the Chula Vista Charter requires an annual independent audit of the City; and WHEREAS, the current three-year Agreement with Macias, Gini & O'Connell, LLP terminated with completion of the June 30, 2008, audit report; and WHEREAS, a Request for Proposal ("RFP") to provide auditing services for the City and Redevelopment Agency was issued February 23,2009, and closed on April 2, 2009; and WHEREAS, the Finance Department followed Municipal Code 2.56, Ordinance No. 2517 and Council Policy No. 102-05 in the consultant services selection process; and WHEREAS, the RFP to audit the financial transactions of the City of Chula Vista and Redevelopment Agency was advertised in the Star News, San Diego Union and posted electronically on PlanetBids, a web-based vendor and bid management system widely used by other local agencies; and WHEREAS, seven proposals were received and evaluated by the Selection Committee based on the following criteria: A. Organization, size, and structure of the audit firm; B. Qualitications and experience of staff to be assigned to the City's audit; C. Audit firm's understanding of the work to be performed and comprehensiveness of audit work plan; and D. Cost; and WHEREAS, the City's previous auditors, Caporicci and Larson, CPAs ("C&L") had the highest total score when including additional points for their low bid of $61,050; and WHEREAS, in their proposal, C&L offered a unique personalized approach to auditing the City, not offered by the other proposers; and WHEREAS, while the cost of the service IS Important, pncmg is indeed a secondary concern, and Call's bid for the initial year includes a first year discount of $36,000; and WHEREAS, the Selection Committee recommends the contract for audit serVIces be awarded to C&L because they are the most technically responsive and lowest bidder. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve the Agreement with the accounting firm of Caporicci and Larson, CP As to provide auditing services, and authorize the Mayor to execute said Agreement. 7-4 Resolution No. 2009- Page 2 Presented by Maria Kachadoorian Director of Finance Approved as to form by /~~~ r"~ e", t;>FPU7'( Bart C. Miesfel . City Attorney 7-5 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL ?c::~...~./ ~ Df:PU7tj Bart C.eliiesfeld City Attorney Dated: ,Iv'? Ii '-, (;, / "2&0 VI , Agreement between the City of Chula Vista and And Caporicci & Larson, CPA's for Auditing Services 7-6 Agreement between City of Chula Vista and the Redevelopment Agency of the City of Chula Vista and Caporicci & Larson for Auditing Services This agreement ("Agreement"), dated May 12, 2009 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph I, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, Section 1017 of the City Charter requires the City council to appoint an independent auditor to audit the annual financial statements of the City and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; Page I 7-7 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all ofthe services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set fmih in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option ofthe City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, hom time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services [n addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set fmih in the "Rate Schedule" in Exhibit A, Paragraph IO(e), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. Page 2 7-8 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance ofthe work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractQrs and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope ofInsurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Minimum Limits ofInsurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and propelty damage. If Commercial General Liability insurance with a general aggregate lim it is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence Deductibles and Self-Insured Retentions Page 3 7-9 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insured's with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf ofthe Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 20 I 0 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor fi'om its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnifY the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. Page 4 7-10 (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy ofthe claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all sub consultants as insured's under its policies or furnish separate certificates and endorsements for each sub consultant. All coverage for sub consultants are subject to all of the requirements included in these specifications. G. Security for Performance (I) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fllls.treas.!!.ov/c570. and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the Page 5 7-11 limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an ilTevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach ofthe terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to obtain a business license fi'om the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term ofthe agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision ofthese materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's perfol1nance of this agreement. (' B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set f011h Page 6 7-12 in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to pennit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate at the end of City ofChula Vista Fiscal Year 2010-11, unless the Agreement is extended at the solediscretion of the City. If the City opts to extend the Agreement, it shall give the Consultant written notice of its intent of the extension within 30 days of the conclusion of the prior year's audit. The City Manager shall have the authority to approve the extension of this Agreement for two one-year terms. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant Page 7 7-13 A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant lmows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the tenn is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's lmowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Page 8 7-14 Consultant nlrther warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any pmiy to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willftI! misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willfttl misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: (1) Indemnification and Hold Harmless Agreement Page 9 7-15 With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions ofthe City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third pmiy. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willfi.J1 misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willfi.lI misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. L1 that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant Page 10 7-16 shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished City Original Documents and other materials described hereinabove shall be returned to City and the Redevelopment Agency, as it's sole and exclusive property, except all working papers which will be retained by Consultant. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set fOlih herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the pOliions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City, except for all audit workpapers which remain the property of the consultant. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, Page II 7-17 social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms ofthis Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to ajudgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be Page 12 7-18 deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or celiified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the paJiy against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and paJiy hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City ofChula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. (End of page. Next page is signature page.) Page 13 7-19 Signature Page to Agreement between City ofChula Vista and Caporicci & Larson for Auditing Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City ofChu]a Vista By: Cheryl Cox, Mayor Dated: Redevelopment Agency of the City of Chula Vista By: James Sandoval, Executive Director Attest: Donna Norris, City Clerk Approved as to form: Bart Miesfeld, City Attorney Dated: capo~ciCCi & ~~W"-l L~ By: -......... S ephen L. Larson, Sr. Paliner Exhibit List to Agreement (X) Exhibit A. Page 14 7-20 Exhibit A to Agreement between City ofChula Vista and Caporicci & Larson 1. Effective Date of Agreement: May 12,2009 2. City-Related Entity: (X) City ofChula Vista, a municipal chaliered corporation of the State of California (X) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City of Chula Vista, a ( ) Other: , a [insert business form] ("City") 3. Place of Business for City: City ofChula Vista 276 Fourth Avenue Chula Vista, CA 9] 91 0 4. Consultant: Caporicci & Larson 5. Business Form of Consultant: ( ) Sole Proprietorship (X) Partnership ( ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 9 Corporate Park, Suite 100 Irvine, California 92606 Voice Phone: (877) 862-2200, ext 125 Fa" Phone: (866) 436-0927 Page IS 7-21 7. General Duties: A. Scope of Work to be performed The audit examination should not include a detailed audit of all of the transactions recorded in the accounts ofthe City, unless otherwise herein specified, but will be based upon tests of accounting records and other suppOliing evidence for selected periods during the fiscal year under review sufficient to enable the contracting independent auditor to express an informed written opinion on: 1. The financial position of the various nmds of the City. 2. The propriety of accounting principles followed. 3. Compliance with applicable laws. 4. The financial accountability of officers and employees. Organizations to be Audited: i. City of Chula Vista ( the "City") ll. Redevelopment Agency of the City ofChula Vista (RDA) lll. City of Chula Vista Public Financing Authority (pF A) Additional Special Audits and Services i. Financial and compliance audits required by the Single Audit Act of 1996. ll. Independent Accountant's Report on Agreed-Upon Procedures Applied to the Appropriations Limit Schedule. 111. Transient Occupancy Tax revenues relating to a sample of 5-7 motels and hotels in the City. B. Auditing Standards To Be Followed The contracting independent auditor shall review the financial records and all the various funds of the city and prepare all the financial statements in conformance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office's Goveml11e/lt AlIa'il1iw Stolldords (2003), the provisions of the Single Audit Act of 1996 and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Allm/s o/'JI'ote, Locol Goverlll1lellts OIIc1IVoll-/'ro/'it Orgol7lzoticJ!1s. C. Reports to be Issued Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles for all entities listed above. 2. A report on compliance and on the internal control over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards. (Single Audit). 3. A report on compliance with requirements applicable to each major program and internal control over compliance in accordance with OMB Circular A-133 (Single Audit). 4. A schedule of findings and questioned costs (Single Audit). Page 16 7-22 5. A report on compliance (including the provisIons contained in the guidelines for compliance audits of redevelopment agencies) and on the internal control over . financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards. (RDA). 6. In the required reports on internal controls the auditor shall communicate any repOliable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure which could adversely affect the organization's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Non-reportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the reports on internal controls. The reports on compliance shall include all instances of noncompliance. Auditors shall be required to make an immediate written report of all ilTegularities and illegal acts or indications of illegal acts of which they become aware to the Audit Committee of the City of Chula Vista, City Council, City Manager, City Attorney and Director of Finance. 8. Scope of Work and Schedule: A. Detailed Scope of Work: 1. Budget In accordance with provisions of the Charter of the City ofChula Vista, it is the duty of the City Manager to prepare and submit to the Council the annual budget and such reports as may be required by that body. The outside auditor shall examine the final budget document (http://w\Vw.chulavistaca.e:ov/) as approved by the City Council and compare the estimated revenues and appropriations as shown in the budget document with the entries recorded on the revenue ledger and the appropriation ledger maintained by the Finance Department. 2. Funds The auditor shall examine the City Chmier, ordinances or resolutions, and minutes of the City Council pertaining to all funds of the City to determine the purpose of each fund and the proper disposition of all fimds revenues, expenditures, and year- end balances. The auditor shall examine the various n.lIld transactions and balances in each fund and prepare the appropriate fmancial statements for the audit report. 3. Verification of Cash and Securities a. Cash and Checks: The auditor shall count all cash and checks in the Finance Department as of June 30. The auditor shall subsequently be satisfied that all Page 17 7-23 items counted and verified are deposited in the City's depository bank. Investment securities owned by the City and held in safekeeping by the City's various banks and financial institutions shall be verified as to their existence as of June 30. Written confirmation shall be obtained from all City depositories of balance on hand at June 30. b. Surprise Cash Counts: The auditor shall make, during the year, at least two surprise cash counts of the funds in the Finance Depaliment in cooperation with staff members. c. Collateral Pledged for Funds on Deposit: The auditor shall examine the records of pledged collateral and make such tests of depository bank pooled collateral operations as may be necessary to express an opinion as to the legal sufficiency of the collateral to safeguard the City of Chula Vista's bank deposits. d. Accounting Records: The auditor shall examine the City's internal accounting and administrative controls to determine that accounting procedures are adequate to safeguard assets and provide reasonable assurance of proper recording of financial transactions. 4. Assets a. Cash arid Investments: Treasury and investment operations are the responsibility of the Finance Department. The auditors shall verify the cash balances and the existence of the investments. The investments market value shall be reviewed and compared to book value. The auditor shall review balances as of June 30 and investments earnings recorded during the fiscal year. The footnote disclosure shall be in compliance with GASB 31 and 40. b. Fixed Assets: The auditor shall examine the procedures for recording the acquisition of and the disposal of property owned by the City. The auditor shall compare the annual inventories of property with the controls maintained by the Finance Department. The auditor shall review the transactions involving fixed assets to the extent necessary to assure that accountability for fixed assets is maintained. 5. Liabilities a. Accounts Payable: The auditor shall make a sufficient examination of accounts payable to enable them to determine that, in general, they bear evidence of verification and approval with supporting documents such as purchase orders, vendor's invoices, receiving reports, transportation bills, contracts and other documents where necessary. The auditor shall also be satisfied that the claims were charged against the proper departmental appropriations and that funds were available at the date the purchase was made. Page 18 7-24 b. Bonded Debt: The auditor shall examine the amount of bonded debt of the City and the outstanding debt determined by the auditor should be reconciled to the accounting records of the City by fund and amount outstanding on June 30. c. Reserves for Uncompleted Purchase Orders and Encumbrances: The auditor shall examine documents supporting reserves for uncompleted purchase orders and encumbrances to determine that such reserves are adequate and properly recorded. d. Other Liabilities and Deferred Credits: The auditor shall be satisfied as to the fairness of the accounts representing other liabilities and deferred credits. 6. Fund Balauces The auditor shall examine revenues and expenditures by funds and analyze the changes in fund balances for the financial statement of each fund in the audit report. 7. Single Audit Act The independent auditor shall perform a financial and compliance audit under the Single Audit Act of 1996. The audit shall be made in accordance with the Slcmeloni5' .fOr Al/eI/1 0/ GOJlern1/Jenlol Orgol11zol/om; Programs, Acl/il/I/es, onel AI/1CI/o/1S, issued by the U.S. General Accounting Office, and the provisions of the U.S. Office of Management and Budget (OMB) Circular A-133, AlIeI/ls t!7 Slale, Local Govel711/Jenls tl/7c1.lVo/l-Prq/i1 OrgOl11zol/CJ/lS. The City has determined that the United States Department of Housing and Urban Development will function as the cognizant agency in accordance with the provisions ofthe Single Audit Act Amendments of 1996 and U.S. Office of Management and Budget (OMB) Circular A-133, Auel/lso/Slole a/ld Locol Governmenls a/lei JVol1-Prq/i1 Orgol1lzol/cJ/1s. The schedule of expenditures of federal award and related auditor's report, as well as the repOlis on the internal controls and compliance are not to be included in the CAFR, but are to be issued separately. 8. Awards The City has obtained the "Certificate of Achievement for Excellence in Financial Reporting" from the Government Finance Officers Association of the United States and Canada for fiscal year ended June 30, 2007 and expects to receive the award for the fiscal year ended June 30, 2008. It is the City's intention to continue to receive the award annually and will expect the Comprehensive Annual Financial Report (CAFR) to meet the requirements of those programs. B. Date for Commencement of Consultant Services: ( X ) Same as Effective Date of Agreement ( ) Other: Page 19 7-25 C. Dates or Time Limits for Delivery of Deliver abIes: Deliverable No. 1: City of Chula Vista CAFR, November 30 for each year audited Deliverable No.2: RDA Financial Statement, November 30 for each year audited Deliverable No.3: Single Audit Report, November 30 for each year audited D. Date for completion of all Consultant services: To be on-going as the City or Redevelopment Agency requires guidance in carrying out their financial and administrative duties but not to exceed more than the completion of each years finished Financial Reports as listed on pages 16 and 17 of this agreement. All services shall be completed by January 31, 2012, unless City exercises its option to extend the agreement for two additional years. Page 20 7-26 9. Materials Required to be Supplied by City to Consultant: The City will prepare the following statements and schedules for the auditor. Additional statements or schedules may be prepared if mutually agreed upon in advance. m General Purpose Financial Statements o Cash and Investments o Cash with Fiscal AgentfTrustee Transactions o Interest Income detail o Operating Transfers/ Residual Equity Transfers o Arbitrage Calculations o Schedule of Fixed Asset Transactions o Compensated Absences o Schedule of Long-term Debt Transactions o Bank Reconciliation o Budget Transfers o Propeliy Tax Schedule o TOT Monthly Revenue by Source o Loans Receivable & Payable o Accounts Receivable & Accounts Payable o Advances Receivable & Payable between Funds o Reconciliation of General Fund & RDA Fund Balances o PERS Summary of Covered Payroll and Contributions m Single Audit Schedule of Federal Financial Assistance (SFFA) . Redevelopment Agency o Balance Sheets o Statement of Revenues and Expenditures o Loans Receivable & Payable o Advances Receivable & Payable between Funds Work Area, Telephones, Photocopying and FAX Machines The City will provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to a telephone line, photocopying machine and FAX machine. 10. Compensation: A. (X) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Page 2 I 7-27 Single Fixed Fee Amount: $61,050 payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee City of Chula Vista Audit Redevelopment Agency Audit Single Audit Transient Occupancy Audit $37,895 $ 6,675 $ 5,880 $10,600 For fiscal years 2009-10 and 2010-11 will be adjusted by the annual change in the Consumer Price Index-All Urban (December-December) and may extend, but not to exceed, a maximum of 5% in anyone year. The fee for fiscal year ending June 30, 20] 0 shall not exceed $101,903; the fee for fiscal year ending June 30, 20] 1 shall not exceed $106,998. In addition, the City Manager shall have the authority to approve the extension ofthis agreement for two one-year terms, at the City's sole discretion. [fthe City extends the Agreement to include fiscal year ending 2012, the associated fee shall not exceed the cost of$106,998 plus a maximum increase of 5%; ifthe City extends the Agreement to include fiscal year ending 2013, the associated fee shall not exceed $112,348 plus a maximum increase of 5%. ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation "for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. Ifthe Phase is satisfactorily completed, the. City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ( ) Phased Fixed Fee Arrangement. For the performance of each phase or portion ofthe Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Page 22 7-28 Phase Work Performed I. 2. 3. Fee for Said Phase ) I. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. ( ) Hourly Rate Arrangement For performance ofthe Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant oftime and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation"). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and Page 23 7-29 approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Category of Employee Partner Manager Senior Rate Schedule Name of Consultant Hourly Rate $ 185.00 $ 165.00 $ 145.00 $ 110.00 $ 75.00 Professional Staff Administrative Staff ) Hourly rates may increase by 6% for services rendered after [month], 20~, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( X ) None, the compensation includes all costs. Cost or Rate $ $ $ $ '$ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ () Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ 12. Contract Administrators: City: Maria Kachadoorian, Director of Finance 276 Fourth Ave, Chula Vista, CA 91910 Consultant: Stephen L. Larson, Senior Partner 9 Corporate Park, Suite 100, Irvine, CA 92606 Page 24 7-30 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict ofInterest Code: (X) Not Applicable. Not an FPPC Filer.7 ( ) FPPC Filer ) Category No. 1. Investments and sources of income. ) Category No.2. Interests in real property. ) Category No.3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale ofreal property. ) Category No.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. ) Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ) Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 7. If Consultant, in the performance of its services under this agreement: (l) conducts research and an-ives at conclusions with respect to its rendition of information, advice, recommendations or counsel independent of the control and direction of the City or of any City official, other than normal contract monitoring; and (2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendations or counsel, Consultant should not be designated as an FPPC Filer. Page 25 7-31 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: ( X) Monthly ( ) Quarterly ( )Other: At the end of each phase as noted in section 1 Db. Consultant will be paid monthly for the hours worked that month, at the rates reflected in section I D.C., above. However, Consultant will not be paid more than the total amounts reflected in I D.A., above. If the monthly billings are less than the fees in I DA., the Consultant will be paid the balance due for each milestone upon acceptance of the respective final report. B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month (X) End of the Month ( ) Other: C. City's Account Number: 18. Security for Performance ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Page 26 7-32 Amount: $ ( ) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( ) Retention Percentage: ( ) Retention Amount: $ % Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: Page 27 7-33 ..,.,.".,.,..'__<__7....."""'~~.,1>,.'II:.\,;.W~;;;f;."