CC - Item 9B - Request to Issue Requests for Proposal for Financial Audit ServicesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: JEFF ALLRED, CITY MANAGER
DATE: DECEMBER 14, 2010
SUBJECT: REQUEST TO ISSUE REQUESTS FOR PROPOSAL (RFP) FOR
FINANCIAL AUDIT SERVICES
SUMMARY
The Government Finance Officers Association (GFOA) recommends, as a "best
practice," replacing city auditors every five years. The City has had the same audit firm
for the last four years and with the forthcoming conversion to new financial software,
this year is an opportune time to seek a new auditor.
Staff Recommendation
Staff recommends that the City Council authorize staff to issue a RFP (Attachment A)
for City, Community Development Commission and Housing Development Corporation
audit services.
ANALYSIS
The City has used the same audit firm, Mayer Hoffman McCann P.C., for the past four
fiscal years. Staff has been contemplating a change of auditors throughout the past
year so, in keeping with the GFOA's "best practices" recommendation, staff desires to
locate a suitable replacement auditor through the RFP process. Using the RFP process
will allow staff to receive bids from any qualified firm, evaluate the proposals, conduct
oral interviews, check references, consider prices and submit an award of contract to
the City Council. The contract offering is for three years with two one year extensions at
the City's discretion.
The transition to new auditors is a lengthy one and with auditor's field work usually
beginning in the spring, it is important to start the search process in January, leading to
a final selection in February.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
APPROVED FOR CITY COUNCIL AGENDA: ITEM NUMBER:
City Council Meeting
December 14, 2010
Page 2 of 2
Submitted by:
Steve Brisco
Director of Finance
Attachment A: Request for Proposals
City of Rosemead
Request for Proposals for Audit Services
INTRODUCTION
A. General Information
Attachment A
The City of Rosemead is requesting proposals from qualified firms of certified public accountants to audit its
financial statements for the fiscal years ending June 30, 2011, 2012, and 2013, with the option of auditing its
financial statements for each of the two subsequent fiscal years.
The proposal must be received by the City of Rosemead via email at sbrisco(a)citvofrosemead.org or at the office
of City Hall at 8838 East Valley Boulevard, Rosemead, CA 91770 by 5:00 p.m. February 10, 2011. The City of
Rosemead reserves the right to reject any or all proposals submitted.
During the evaluation process, the City reserves the right, where it may serve the City of Rosemead's best
interest, to request additional information or clarifications from proposers, or to allow corrections of errors or
omissions. The City of Rosemead reserves the right to retain all proposals submitted and to use any ideas in a
proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the
firm of the conditions contained in this request for proposals, unless clearly and specifically noted in the proposal
submitted and confirmed in the contract between the City of Rosemead and the firm selected. There is no
expressed or implied obligation for the City of Rosemead to reimburse responding firms for any expenses
incurred in preparing proposals in response to this request.
It is anticipated that the selected firm will be notified no later than April 15, 2011.
All inquires relating to this Request for Proposals should be submitted to:
Steve Brisco
Director of Finance
City of Rosemead
8838 E. Valley Blvd.
Rosemead, CA 91770
(626) 569 -2120 phone
(626) 569 -2303 fax
sbrisco@cityofrosemead.org
Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for
proposals unless clearly and specifically noted in the proposal submitted and confirmed in the contract between
the City of Rosemead and the firm selected. The City of Rosemead reserves the right without prejudice to reject
any or all proposals.
B. Auditing Standards
These audits are to be performed in accordance with generally accepted government auditing standards, the
standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards,
the provisions of the federal Single Audit Act of 1996 and U.S. Office of Management and Budget (OMB) Circular
A -133, Audits of State Local Governments and Non - Profit Organizations or latest versions thereof and the
procedures contained in the publication Guidelines for Compliance Audits of California Redevelopment Agencies
(2004) or latest version as promulgated by the Controller of the State of California. The financial statements are
prepared in accordance with the latest Governmental
required.
C. Scope of Work to be Performed
City of Rosemead. The City of Rosemead
presentation of its basic financial statements. Th
combining and individual non -major fund financial
provide an "in- relation -to" report based on the au
financial statements. Certain limited procedures
management's discussion and analysis, and bud
opinion is not required. The auditor is not required
sections. The auditor is required to prepare and pu
2. Community Development Commission Ri
the fair presentation of the financial statements
(CDC) and a Report on Compliance with appl
governing its activities. The auditor is required to
3. Community Housing Development Corpo,
the fair presentation of the financial statements
(CDC) and a Report on Compliance with appl
governing its activities. The auditor is required to
City of Rosemead
RFP for Audit Services
Page 12
Standard Board (GASB) pronouncements, as
desires the auditor to express an opinion on the fair
e auditor is not required to express an opinion on the
statements and schedules. However, the auditor is to
diting procedures applied during the audit of the basic
should be applied to the supplementary information,
getary comparison information, but an expression of an
tolexpress an opinion on the introductory and statistical
blish the City's CAFR document.
port. The auditor is expected to express an opinion on
of the Rosemead Community Development Commission
able laws, regulations and administrative requirements
)repave and publish the Commission's financial report.
ation. The auditor is expected to express an opinion on
of the Rosemead Community Development Commission
cable laws, regulations and administrative requirements
xepare and publish the Corporation's financial report.
4. Single Audit Act Report. The City receives fec
Audit Act. The auditor is not required to audit the
auditor is to provide an "in- relation -to" report on tl
during the audit of the financial statements. This r
Audit Act of 1996.
5. Additional Consulting Hours. The auditor shall
hours on accounting and technical matters throughout
D. Reports to be Issued
Following the completion of the audit of the fiscal year's I
1. A report of the fair presentation of the financial state
principles.
2. A report on internal controls over financial reporting
of the financial statements performed in accordance
3. A report on compliance with requirements applica
compliance in accordance with CIVIC Circular A -133.
4. A report of the fair presentation of the financial stat
the City of Rosemead in conformity with generally ac
5. A report of the fair presentation of the financial stat
City of Rosemead in conformity with generally accep
6. A report on internal controls over financial reporting
of the financial statements of the Community Devek
in accordance with Government Auditing Standards.
I funds which come under the provision of the Single
redule of federal financial assistance. However, the
schedule based on the auditing procedures applied
rt must satisfy all requirements of the federal Single
prepared to provide up to 20 additional consulting
year.
statements, the auditor shall issue:
in conformity with generally accepted accounting
on compliance and other matters based on an audit
Government Auditing Standards.
to each major program and internal control over
of the Community Development Commission of
accounting principles.
ants of the Housing Development Corporation of the
accounting principles.
on compliance and other matters based on an audit
ant Commission of the City of Rosemead performed
City of Rosemead
RFP for Audit Services
Page ( 3
E. Internal Control and Compliance Reports
In the required reports on internal control, the auditor shall communicate in a letter to management any
reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in
the design or operation of the internal control structure, which could adversely affect the organization's ability to
record, process, summarize, and report financial data consistent with the assertions of management in the
financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the
report.
Non - reportable conditions discovered by the auditors shall be reported in a separate letter to management,
which shall be referred to in the report on internal controls.
Auditors shall be required to make an immediate, written report of all irregularities and illegal acts of which they
become aware to the Director of Finance, the City Manager, the Assistant City Manager and the City Attorney.
Auditors shall assure themselves that the City is informed of each of the following:
1. The auditor's responsibility under generally accepted auditing standards
2. Significant accounting policies
3. Management judgments and accounting estimates
4. Significant audit adjustments
5. Other information in documents containing audited financial statements
6. Disagreements with management
7. Management consultation with other accountants
8. Major issues discussed with management prior to retention
9. Difficulties encountered in performing the audit
II. GENERAL TERMS AND CONDITIONS
A. Proposal Requirements
1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (proposer) shall meet
all of the terms and conditions of this Request for Proposals (RFP) specifications package. By virtue of its
proposal submittal, the proposer acknowledges agreement with and acceptance of all provisions of the RFP
specifications.
2.Proposal Submittal. Each proposal must be submitted in the format described in the RFP specifications
and accompanied by any other required submittals for supplemental materials. Proposal documents shall
be either emailed to sbriscona cityofrosemead.org or submitted in person or by mail to City of Rosemead,
Finance Department, 8838 East Valley Boulevard, Rosemead, CA 91770 by 5:00 p.m. February 10,
2011.
3. Insurance Certificate. Each proposal must include a certificate of insurance showing:
a. The insurance carrier and its A.M. Best rating.
b. Scope of coverage and limits.
c. Deductibles and self- insured retention.
The purpose of this submittal is to generally assess the adequacy of the proposer's insurance coverage
during proposal evaluation, endorsements are not required until contract award. The City's insurance
requirements are detailed in Section D of Attachment 1 "Model Professional Services Agreement."
4. Proposal Quotes. The prices quoted by the
the form in Exhibit A.
5. Proposal Withdrawal. A proposer may withdraw
submission, by submitting a written request to the Fin
City of Rosemead
RFP for Audit Services
Page 14
must be entered in figures in the spaces provided on
proposal, without prejudice prior to the deadline
Manager for its withdrawal.
6. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days
for examination and comparison. The City also reserves the right to waive non - substantial irregularities in
any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other,
except to the extent that proposals are qualified by specific limitations.
7. Competency and Responsibility of Proposer. The City reserves full discretion to determine the
competence and responsibility, professionally and /or financially, of proposers. Proposers will provide, in a
timely manner, all information that the City deems necessary to make such a decision.
8. Contract Requirement. The proposer to whom they award is made (Contractor) shall execute a written
contract with the City within ten (10) calendar days after notice of the award has been sent by mail to the
address given in its proposal. The contract shall be made in the form adopted by the City and incorporated
in these specifications as Attachment 1 "Model Professional Services Agreement."
9. Insurance Requirements. The Contractor shall
amounts specified in Section D of Attachment 1
calendar days after notice of contract award as a p
10. Business License. The Contractor must have a vali
of the contract. Additional information regarding the
calling (626) 569 -2104.
B. Contract Performance
1. Ability to perform. The Contractor warrants that it f
capital and other equipment, labor, materials, and lice
hereunder in compliance with any and all federal, state,
regulations.
2. Safety Provisions. The Contractor shall conform to
by OSHA and the California Division of Industrial Saf
proof of insurance in the form, coverages and
Professional Services Agreement" within ten (10)
:ion to the contract execution.
of Rosemead business license before execution
Business License program may be obtained by
ses, or has arranged through subcontracts, all
necessary to carry out and complete the work
y, city and special district laws, ordinances, and
rules and regulations pertaining to safety established
3. Contractor non - Discrimination. In the performance of this work, the Contractor agrees that it will not
engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of
persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such
persons.
4. Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder by
changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any of Act
of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions
arising out of defense or war programs, then the time of completion may, at the City's sole option, be
extended for such periods as may be agreed upon by the City and the Contractor.
5. Payment Terms. Interim progress payments may be ;made on the basis of progress points on each audit
service. These are at the 25 %, 50 %, 75% and 90% levels of completion. Payment to the auditor will be
made within thirty days of receipt of auditor's invoice. I Final payment will be made upon acceptance of each
audit service as complete by the City.
6. Working Papers. All working papers and reports must lie retained, at the auditor's expense, for a minimum of
seven (7) years, unless the firm is notified in writing by the City of Rosemead of the need to extend the
retention period. The auditor will be required to make working papers available, upon request by the City of
City of Rosemead
RFP for Audit Set-vices
Page 15
Rosemead. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow
successor auditors to review working papers relating to matters of continuing accounting significance.
7. Contract Term. The contract will have a three -year term with a two options to renew for an additional year.
At the end of each year, the City reserves the right to terminate services for the subsequent year upon 90
days notification.
8. Field Work. The City of Rosemead anticipates and expects the major field work for the City to begin on or
near the third week of October of each year. This does not include preliminary field work which may occur in
May, June or July.
9. Draft Reports. The auditor shall provide draft copies of the audit reports and management letter no later
than November 25 of each year.
10. Final Reports. The auditor shall provide final copies of the audit reports and management letter no later than
December 15 of each year.
11. Attendance at Meetings and Hearings. As part of the workscope, and included in the contract price, is
attendance by the Contractor at up to three (3) public meetings to present and discuss its findings and
recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing
workscope tasks.
III. PROPOSAL REQUIREMENTS
A. General Requirements
The purpose of the Technical Proposal is to demonstrate the qualifications, competence and capacity of the firms
seeking to undertake an independent audit of the City of Rosemead in conformity with the requirements of this
request for proposals. As such, the substance of the proposals will carry more weight than their form or manner
of presentation. The Technical Proposal should demonstrate the qualifications of the firm and of the particular
staff to be assigned to this engagement. It should also specify an audit approach that will meet the request for
proposal's requirements.
The Technical Proposal should address all the points outlined in the request for proposals. The proposal should
be prepared simply and economically, providing a straightforward, concise description of the proposer's
capabilities to satisfy the requirements of the request for proposals. While additional data may be presented,
items B through J must be included. They represent the criteria against which the proposal will be evaluated.
B. Independence
The firm should provide an affirmative statement that it is independent of the City of Rosemead, as defined by
generally accepted auditing standards and the U.S. General Accounting Office's Government Auditing Standards
(1994).
The firm also should provide an affirmative statement that it is independent of all of the component units of the
City of Rosemead, as defined by those same standards.
The firm should also list and describe the firm's professional relationships involving the City of Rosemead or any
of its agencies and component units for the past five (5) years, together with a statement explaining why such
relationships do not constitute a conflict of interest relative to performing the proposed audit. In addition, the firm
shall give the City of Rosemead written notice of any such professional relationships entered into during the
period of this agreement.
C. License to Practice in California
An affirmative statement should be included that the
licensed to practice in California.
D. Firm Qualifications and Experience
City of Rosemead
RFP for Audit Services
Page 16
and all assigned key professional staff are properly
The proposer should state the size of the firm, the size of the firms' governmental audit staff, the location of the
office from which the work on this engagement is to be performed and the number and nature of the professional
staff to be employed in this engagement on a full -time basis and the number and nature of the staff to be so
employed on a part-time basis.
If the proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or
consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if
applicable.
The firm is also required to submit a copy of the report on lits most recent external quality control review, with a
statement whether that quality control review included a review of specific governmental engagements.
The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its
audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and
status of any disciplinary action taken or pending against the firm during the past three (3) years with state
regulatory bodies or professional organizations, as well as any pending or settled litigation within the past three
(3) years.
E. Partner, Supervisory and Staff Qualifications arid Experience
Identify the principal supervisory and management st+
supervisors and specialists, who would be assigned to tt
registered or licensed to practice as a certified public
government auditing experience of each person, inch
education for the past three (3) years and membership in
of this audit.
Provide as much information as possible regarding the m
relevant continuing professional education, of the specific
the quality of staff over the term of the agreement will be a
including engagement partners, managers, other
ngagement. Indicate whether each such person is
:)untant in California. Provide information on the
I information on relevant continuing professional
fessional organizations relevant to the performance
qualifications, experience and training, including
to be assigned to this engagement. Indicate how
Include affirmative statement that engagement partners, managers, other supervisory staff and specialists may be
changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may
also be changed for other reasons only with the express prior written permission of the City of Rosemead.
However, in either case, the City of Rosemead retains the right to approve or reject replacements.
Consultants and firm specialists mentioned in response to
express prior written permission of the City of Rose
replacements.
Other audit personnel may be changed at the
substantially the same or better qualifications or e
F. Similar Engagements with other Governmental
request for proposal can only be changed with the
i which retains the right to approve or reject
of the proposer provided that replacements have
For the firm's office that will be assigned responsibility for the audit, list the most significant engagements
performed in the last five years that are similar to the engagement described in this request for proposal. Indicate
the scope of work, date, engagement partners, total hours, land the name and telephone number of the principal
client contact. A list of all governmental audit clients in this section for the principal office should also be supplied.
City of Rosemead
RFP for Audit Services
Page 17
G. Specific Audit Approach
The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, to
perform the services required in this request for proposal.
Proposers will be required to provide the following information on their audit approach:
1. Proposed segmentation of the engagement
2. Sample size and the extent to which statistical sampling is to be used in the engagement
3. Type and extent of analytical procedures to be used in the engagement
4. Approach to be taken to gain and document an understanding of the City of Rosemead's internal control
structure.
5. Approach to be taken in determining laws and regulations that will be subject to audit test.
6. Approach to be taken in drawing audit samples for purposes of tests of compliance
H. Total Maximum Price
The cost bid should contain all pricing information relative to performing the audit engagement as described in this
request for proposal. The cost bid should be submitted in a format consistent with Exhibit A. The total maximum
price to be bid is to contain all direct and indirect costs including all out -of- pocket expenses. Cost should be
specified for each fiscal year. Costs within each fiscal year should also specify the amount for each individual
assignment. For example, costs for the Community Development Commission and Housing Development
Corporation should be separately identified.
The City of Rosemead will not be responsible for expenses incurred in preparing and submitting the technical
proposal and cost bid. Such costs should not be included in the proposal. The cost bid must include the following
information:
1. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit the
bid, and authorized to sign a contract with the City of Rosemead.
2. A total maximum price for the five -year engagement.
I. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for
Each
The cost bid should include a schedule of professional fees and expenses, presented in the format provided in the
attachment (Exhibit B), which supports the total maximum price. Separate form should be prepared for each of
the fiscal years 2010 -11, 2011 -12, 2012 -13, 2013 -14 and 2014 -15.
J. Out -of- Pocket Expenses in the Total Maximum Price and Reimbursement Rates
All estimated out -of- pocket expenses to be reimbursed should be presented on the second page of the cost bid in
the format provided in the attachment (Exhibit B). All expense reimbursements will be charged against the total
maximum price submitted by the firm.
K. City Staff Hours
An estimate of the number of "additional" City staff hours required to assist the auditors and the tasks to be
performed by City staff. (Present in the format provided in Exhibit C.) Do not include time preparing
City of Rosemead
RFP for Audit Services
Page 18
correspondence, discussions with auditors, or preparing balance sheet support schedules (in the City's format).
Do include any time pulling invoices, copying or otherwise assisting the auditors.
L. Rates for Additional Professional Services
If it should become necessary for City of Rosemead to request the auditor to render any additional services to
either supplement the services requested in this RFP or to perform additional work as a result of the specific
recommendations included in any report issued on this engagement, then such additional work shall be
performed only if set forth in an addendum to the contract, between City of Rosemead and the firm. Any such
additional work agreed to between City of Rosemead and the firm shall be performed at the same rates set forth
in the schedule of fees and expenses included in the cost bid.
IV. DESCRIPTION OF THE GOVERNMENT
A. Name and Telephone Number of Principal
The auditor's principal contact with the City of Rosf
coordinate the assistance to be provided by the City of
569 -2146.
B. Background Information
will be Carolyn Chu, Finance Manager who will
ead to the auditor. Her telephone number is (626)
The City of Rosemead, incorporated in 1959, has a population of approximately 57,000. The City is a general law
City and operates under the City Council /City Manager form of government. The City is located approximately 10
miles north of Los Angeles in the County of Los Angeles. form , City of Rosemead's fiscal year begins on July 1
and ends on June 30.
The City of Rosemead provides the following services to its
Highways and Streets
Public Improvements
Planning and Zoning
Recreation and Parks
General Administrative Support
The City of Rosemead has a total payroll of approximately
time employees.
C. Fund Structure
The City of Rosemead uses the following fund types in its
Fund Type /Account Group
General Fund
Special Revenue Funds
Debt Service Funds
Capital Project Funds
Internal Service Funds
Agency Funds
Trust & Agency
D. Budgetary Basis of Accounting
:e (L. A. County Sheriff contract)
(L. A. County Fire)
tewater (sewer)
million covering about 59 full -time and 200 part-
cial reporting
ier of
ival Funds
1
12
3
4
2
4
1
The City of Rosemead prepares its budgets on a basis consistent with generally accepted accounting principles.
City of Rosemead
RFP for Audit Services
Page 19
E. Federal and State Financial Assistance
During the initial fiscal year to be audited (2010- 2011), the City of Rosemead received the following financial
assistance:
Community Development Block Grant
HOME Investment Partnership
Federal Emergency Management Agency
Department of Justice
Department of Transportation
Federal Stimulus
Other forms of Federal financial assistance may be added to the list before the fiscal year ends.
F. Pension Plans
The City of Rosemead participates in the State of California Public Employees' Retirement System (PERS), an
agent multiple - employer retirement system. The City also maintains supplemental defined benefit plan for all full -
time employees and certain part-time employees who are not covered by PERS.
G. Component Units
The City of Rosemead is defined, for financial reporting purposes, in conformity with the Government Accounting
Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, Section 2100.
Using these criteria, component units are included in the City of Rosemead's financial statements.
The management of the City of Rosemead identified
the Rosemead Housing Development Corporation
Rosemead's financial statements. These component
Rosemead's financial statements.
H. Current Financial Software
the Rosemead Community Development Commission and
as component units that are included in the City of
units are to be audited as part of the audit of the City of
The City of Rosemead currently uses IDC software but is recommending to City Council the award of bid to Tyler
Tech nologies- Incode software in December 2010.
Statements and Schedules to be Prepared by the Staff of the City of Rosemead
City staff currently produces schedules and other backup for most balance sheet accounts at year end (accounts
receivable listing, accounts payable listing, compensated absences listing, bank reconciliations, schedule of fixed
assets etc.). The auditor is expected to produce any other necessary schedules. City staff will help obtain any
necessary information.
In addition to this, auditors are expected to pull their own invoices and documentation whenever possible. If this
is not your firm's practice, please estimate the staff time necessary to perform this function in a format similar to
Exhibit C.
Work Area, Internet, Photocopying and Fax Machines
The City of Rosemead will provide the auditor with reasonable work space, desks and chairs. The auditor will
also be provided with access to an internet connection, photocopying facilities and fax machines to be used for
the audit.
City of Rosemead
RFP for Audit Services
Page 110
City of Rosemead
RFP for Audit Set-vices
Page 111
EXHIBIT A
Total Maximum Price
City
$
$ -
$ -
$
$
$
Redevelopment
Housing Corp.
Single Audit
Grand Total`
$
$
$
$
$
$
*All inclusive total for services, out -of- pocket expenses, meals, lodging, transportation, printing and other costs. (Should tie to maximum price on
Exhibit B.)
I (name, title and firm) am empowered to submit this bid, and am authorized to sign a contract with the
City of Rosemead.
(Signature)
City of Rosemead
RFP for Audit Services
Page 112
EXHIBIT B
Schedule of Professional Fees and Expenses
For the Audit of Fiscal Year I Financial Statements
Rate
Hours
Partners $ I $ $
Managers
Supervisory Staff
Staff
Other (Specify)
Subtotal Staff $ $
Cost
!x ho
Billable Expenses
$
$
$
Meals & Lodging
$
1$
$
Transportation
Other (Specify)
Subtotal Billable Expenses
$
1$
$
Notes: - The quoted hourly rate should not be presented as a general perl entage of the standard hourly rate or as a gross deduction
from the total maximum price.
- A separate Exhibit B should be completed for each fiscal year being proposed.
Total Maximum Cost
$
1$
$
Notes: - The quoted hourly rate should not be presented as a general perl entage of the standard hourly rate or as a gross deduction
from the total maximum price.
- A separate Exhibit B should be completed for each fiscal year being proposed.
EXHIBIT C
Estimated Additional City Staff Requirements
STAFF HOURS
City of Rosemead
RFP for Audit Services
P ge113
Tasks*
Dir. of
Finance
Finance
Manager
A SR.
Spclst.
Accting
Spclst
Total
Total
*List anticipated tasks such as "pulling and filing invoices for system testing" or "pulling and filing timecards ", etc.
EXHIBIT
Audit Services Plannii
Due date for Proposals
Award Contract
Year End Field Work Begins
Draft Financials Submitted to City
Draft'Financials Returned by Auditor
Audit Reports submitted to City
City of Rosemead
RFP for Audit Services
Page 114
ig Calendar
February 10, 2011
April 15, 2011
October 17, 2011
November 23, 2011
December 9, 2011
December 20, 2011
Presentation to City Council I January 12, 2012
CITY OF ROSEMEAD
MODEL PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT 1 TO "REQUEST FOR PROPOSALS"
PARTIES AND DATE.
This Agreement is made and entered into this 28th day of April, 2009 by and
between the City of Rosemead, a municipal organization organized under the laws of the
State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead,
California 91770 ( "City') and [insert Name of Company], a [insert type of business;
corporation; limited liability company; etc.] with its principal place of business at [insert
address] ( "Consultant'). City and Consultant are sometimes individually referred to herein
as 'Party" and collectively as 'Parties."
RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing [insert type of
services] services to public clients, is licensed in the State of California, and is familiar with
the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the [insert Name of
Project] project ( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional [insert type of
services] consulting services necessary for the Project ( "Services "). The Services are
more particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [insert start date] to
[insert ending date], unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
[insert Name of Company]
Page 2 of [insert last page of agreement]
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Su
Services shall be performed by Consultant o
determine the means, methods and details of p
requirements of this Agreement. City retains Coi
basis and not as an employee. Consultant retains
services for others during the term of this Agreeme
the Services under this Agreement on behalf of Co
City and shall at all times be under Consultant's ex(
shall pay all wages, salaries, and other amounts
their performance of Services under this Agreeme
shall be responsible for all reports and obligations
including, but not limited to: social security taxes, i
insurance, disability insurance, and workers' coml
3.2.2 Schedule of Services. Cc
expeditiously, within the term of this Agreement, a
Services set forth in Exhibit "B" attached hereto
Consultant represents that it has the profession
perform the Services in conformance with su
Consultant's conformance with the Schedule, City
in a timely manner. Upon request of City, Coi
schedule of anticipated performance to meet the
3.2.3 Conformance to Applicable I
Consultant shall be subject to the approval of City
3.2.4 Substitution of Key Personnel.
certain key personnel will perform and coordinat
Should one or more of such personnel become L
other personnel of at least equal competence upo
that City and Consultant cannot agree as to the sul
entitled to terminate this Agreement for cause. As i
or refuse to perform the Services in a manner
determined by the City to be uncooperative, incoml
completion of the Project or a threat to the safety o
removed from the Project by the Consultant at the
for performance of this Agreement are as follows:
Independent Contractor. The
supervision. Consultant will
!rtorming the Services subject to the
sultant on an independent contractor
the right to perform similar or different
t. Any additional personnel performing
isultant shall also not be employees of
usive direction and control. Consultant
ue such personnel in connection with
it and as required by law. Consultant
respecting such additional personnel, .
come tax withholding, unemployment
=nsation insurance.
;ultant shall perform the Services
I in accordance with the Schedule of
d incorporated herein by reference.
and technical personnel required to
conditions. In order to facilitate
all respond to Consultant's submittals
iltant shall provide a more detailed
hedule of Services.
irements. All work prepared by
,onsultant has represented to City that
the Services under this Agreement.
iavailable, Consultant may substitute
written approval of City. In the event
;titution of key personnel, City shall be
scussed below, any personnel who fail
acceptable to the City, or who are
;tent, a threat to the adequate or timely
)ersons or property, shall be promptly
;quest of the City. The key personnel
nsert Names].
3.2.5 City's Representative. The City hereby designates [insert Name or
Title], or his or her designee, to act as its representative for the performance of this
Agreement ( "City's Representative "). City's Representative shall have the power to act on
behalf of the City for all purposes under this Contract. Consultant shall not accept direction
or orders from any person other than the City's Representative or his or her designee.
[insert Name of Company]
Page 3 of [insert last page of agreement]
3.2.6 Consultant's Representative. Consultant hereby designates [insert
Name or Title], or his /her designee, to act as its representative for the performance of this
Agreement ( "Consultant's Representative "). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his /her best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all portions
of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled in
the professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Consultant shall perform, at its own cost and expense and without reimbursement from the
City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein. Any employee
of the Consultant or its sub - consultants who is determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project, a threat to the
safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the
Consultant and shall not be re- employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and without
giving written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
[insert Name of Company]
Page 4 of [insert last page of agreement]
with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compli
beginning of and for the direction of this Agreem
Exhibit D attached to and part of this agreement.
e. Architect shall maintain prior to the
insurance coverage as specified in
3.2.11 Safety. Contractor shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the
Contractor shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions underwhich the work is
to be performed. Safety precautions as applicable shall include, but shall not be limited to:
(A) adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant
authorized reimbursements, for all Services render
forth in Exhibit C attached hereto and incorpoi
compensation shall not exceed [insert written do
amount]) without advance written approval of the
with 'City Council' for amounts over $25,000] p
authorized, as described below, and if authorized
manner set forth in this Agreement.
3.3.2 Payment of Compensation. C
itemized statement which indicates work complet
Consultant. The statement shall describe the am(
since the initial commencement date, or since the
as appropriate, through the date of the statement.
such statement, review the statement and pay all
hall receive compensation, including
d under this Agreement at the rates set
ited herein by reference. The total
ar amount] ($[insert numerical dollar
;ity manager's [replace 'city manager'
)ject manager. Extra Work may be
will be compensated at the rates and
nsultant shall submit to City a monthly
J and hours of Services rendered by
mt of Services and supplies provided
tart of the subsequent billing periods,
City shall, within 45 days of receiving
pproved charges thereon.
3.3.3 Reimbursement for Expenses! Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.1
3.3.4 Extra Work. At any time durin
request that Consultant perform Extra Work. As
work which is determined by City to be necessary f
the term of this Agreement, City may
sed herein, "Extra Work" means any
r the proper completion of the Project,
[insert Name of Company]
Page 7 of [insert last page of agreement]
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held confidential
by Consultant. Such materials shall not, without the prior written consent of City, be used
by Consultant for any purposes other than the performance of the Services. Nor shall such
materials be disclosed to any person or entity not connected with the performance of the
Services or the Project. Nothing furnished to Consultant which is otherwise known to
Consultant or is generally known, or has become known, to the related industry shall be
deemed confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the prior
written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from
the losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City,
its officials, officers, employees, volunteers and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law
or equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any alleged acts, omissions or willful misconduct of Consultant, its officials,
officers, employees, agents, consultants and contractors arising out of or in connection with
the performance of the Services, the Project or this Agreement, including without limitation
the payment of all consequential damages and attorneys fees and other related costs and
expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all
such aforesaid suits, actions or other legal proceedings of every kind that may be brought
or instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and /or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials officers, employees, agents or
[insert Name of Company]
Page 8 of [insert last page of agreement]
volunteers. [IF FOR DESIGN PROFESSIONAL SERVICES (ARCHITECT, LANDSCAPE
ARCHITECT, ENGINEER OR LAND SURVEYOR), USE THE FOLLOWING
ALTERNATIVE LANGUAGE AND DELETE THE ABOVE LANGUAGE. To the fullest
extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials,
officers, employees, volunteers, and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of,
pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful
misconduct of Contractor, its officials, officers, employees, agents, consultants, and
contractors arising out of or in connection with the performance of the Contractor's
Services, including without limitation the payment o all consequential damages, expert
witness fees, and attorneys fees and other related costs and expenses. Contractor shall
defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay
and satisfy any judgment, award or decree that may be rendered against City or its
directors, officials, officers, employees, agents, or volunteers, in any such suit, action or
other legal proceeding. Contractor shall reimburse City and its directors, officials, officers,
employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by
each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials officers,1 employees, agents, or volunteers.]
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of
the parties with respect to the subject matter hereo f, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed
by both parties.
3.5.8 Governing Law. This
State of California. Venue shall be in Los
3.5.9 Time of Essence. Time is of
of this Agreement.
3.5.10 City's Right to Employ Otr
employ other consultants in connection with this
3.5.11 Successors and Assigns
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Con:
transfer, either directly or by operation of law, this A
the prior written consent of the City. Any attempt t
assignees, hypothecates or transferees shall acqui
attempted assignment, hypothecation or transfer.
nt shall be governed by the laws of the
County.
essence for each and every provision
Consultants. City reserves right to
Agreement shall be binding on the
iltant shall not assign, hypothecate, or
reement or any interest herein without
do so shall be null and void, and any
a no right or interest by reason of such
[insert Name of Company]
Page 9 of [insert last page of agreement]
3.5.13 Construction; References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed
calendar days and not work days. All references to Consultant include all personnel,
employees, agents, and subcontractors of Consultant, except as otherwise specified in this
Agreement. All references to City include its elected officials, officers, employees, agents,
and volunteers except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of this
Agreement. Consultant further agrees to file, or shall cause its employees or
subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as
required understate law in the performance of the Services. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her
service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
[insert Name of Company]
Page 10 of [insert last page of agreement]
handicap, ancestry, sex or age. Such non - discrin
to, all activities related to initial employment, upgre
recruitment advertising, layoff or termination. Con
provisions of City's Minority Business Enterprise p
related programs or guidelines currently in effect
3.5.20 Labor Certification. By its sic
that it is aware of the provisions of Section 3700 of
every employer to be insured against liability for V
self- insurance in accordance with the provisions c
such provisions before commencing the performz
nation shall include, but not be limited
ing, demotion, transfer, recruitment or
iltant shall also complywith all relevant
)gram, Affirmative Action Plan or other
hereinafter enacted.
iature hereunder, Consultant certifies
ie California Labor Code which require
xker's Compensation or to undertake
that Code, and agrees to comply with
ce of the Services.
3.5.21 Authority to Enter Agreement. I Consultant has all requisite power and
authority to conduct its business and to execute,J deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion
of the work required by this Agreement, except as expressly stated herein, without prior
written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[signatures on next page]
[insert Name of Company]
Page 11 of [insert last page of agreement]
CITY OF ROSEMEAD [INSERT NAME OF CONSULTANT]
By: By:
City Manager [UNDER $25,000]
OR Mayor [OVER $25,000]
Attest:
Gloria Molleda
City Clerk
Approved as to Form:
Joseph M. Montes
Name:
Title:
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary, AND
CORPORATE SEAL OF CONTRACTOR
REQUIRED]
Name:
City Attorney
02/08
DocumeW
EXHIBIT A
SCOPE OF
[insert
A -1
EXHIBIT B
SCHEDULE OF SERVICES
[insert schedule]
m
EXHIBIT C
[insert rates & authorized
C -1
2
rsable expenses]
EXHIBIT D
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage and
policy limits set forth in this section constitute the minimum amount of coverage required.
Any insurance proceeds available to City in excess of the limits and coverage required in
this agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
[Note: verify minimum limit for each coverage with Risk Manager]
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol
1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less
that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be
satisfied by a non -owned auto endorsement to the general liability policy described above.
If Consultant or Consultant's employees will use personal autos in any way on this project,
Consultant shall provide evidence of personal auto liability coverage for each such person.
[Note: may need to delete workers' compensation and employer's liability insurance
requirements for certain sole proprietorships, partnerships, or corporations without
employees]
Workers Compensation on a state - approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
[Note: If the required limits for general liability, auto and employer's liability are $1
million or less, the following paragraph may be omitted.]
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages. Any
such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum $25,000 self- insured retention for
liability not covered by primary but covered by the umbrella. Coverage shall be provided on
a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall
contain a provision obligating insurer at the time insured's liability is determined, not
D -1
requiring actual payment by the insured first. Thi
precluding coverage for claims or suits by one insi
applicable to City for injury to employees of Consu
in the Work. The scope of coverage provided is su
of proof of insurance as required herein. Limits ar
than $ per occurrence.
Professional Liability or Errors and Omissions Insu
a policy form coverage specifically designed to pro
the consultant and "Covered Professional Servic
specifically include work performed under this agre
than $1,000,000 per claim and in the aggregate.
insured and must include a provision establishing
retroactive date shall be on or before the effective
Insurance procured pursuant to these requiremei
admitted carriers in the state of California and with
e shall be no cross liability exclusion
ad against another. Coverage shall be
ant, subconsultants or others involved
ect to approval of City following receipt
subject to review but in no event less
ance as appropriate shall be written on
ect against acts, errors or omissions of
es" as designated in the policy must
ement. The policy limit shall be no less
Fhe policy must "pay on behalf of the
he insurer's duty to defend. The policy
date of this agreement.
shall be written by insurers that are
A.M. Bests rating ofA -or better and
a minimum financial size Vll.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to bomply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
of subrogation prior to a loss. Consultant agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not
been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so- called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
D -2
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any -
insurance is not delivered as required, or in the event such insurance is canceled
at any time and no replacement coverage is provided, City has the right, but not
the duty, to obtain any insurance it deems necessary to protect its interests
under this or any other agreement and to pay the premium. Any premium so paid
by City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of
any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that any
party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party involved
with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all
agreements with subcontractors and others engaged in the project will be
submitted to City for review.
11. Consultant agrees not to self- insure or to use any self- insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self- insure its obligations to City. If
Consultant's existing coverage includes a deductible or self- insured retention,
the deductible or self- insured retention must be declared to the City. At that time
the City shall review options with the Consultant, which may include reduction or
elimination of the deductible or selfinsured retention, substitution of other
coverage, or other solutions.
D -3
12. The City reserves the right at any time du
the amounts and types of insurance requ
days advance written notice of such chan
additional cost to the Consultant, the City
proportional to the increased benefit to Ci
the term of the contract to change
by giving the Consultant ninety (90)
If such change results in substantial
negotiate additional compensation
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the
part of City to inform Consultant of non - compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage'
overag I annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
City executes a written statement to that effect.
16. Consultant shall provide proof that policies ,of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and /or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
City within five days of the expiration of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage featur(
not intended as limitations on coverage, li
waiver of any coverage normally provided
to a given coverage feature is for purpose
given issue, and is not intended by any pa
inclusive.
19.These insurance requirements are intende
other provision in this agreement and are ii
interpreted as such.
or limits contained in this section are
its or other requirements nor as a
y any given policy. Specific reference
of clarification only as it pertains to a
y or insured to be limiting or all-
to be separate and distinct from any
tended by the parties here to be
20. The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not
the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums
or other amounts with respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
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