HomeMy WebLinkAbout09. Approve Agrmt w-Lance, Soll & Lunghard for Audit ServicesItem No.
APPROVED BY
TO: MAYOR PACHECO AND MEMBERS OF THE CITY COUNCIL CITYMANAGER
FROM: OFFICE OF THE CITY MANAGER
BY: ANIL GANDHY, DIRECTOR OF FINANCE & INFORMATION TECHNOLOGY
DATE: FEBRUARY 25, 2020 41,"
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It is recommended that the City Council approve a new Professional Services Agreement with
Lance, Soil & Lunghard, LLP to perform financial audit service and preparation of required
reports for the fiscal years ending on June 30, 2020, 2021 and 2022 with the option for two
additional one year terms.
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In early 2014, Staff sent out formal Request for Proposals (RFPs) for audit services to twenty-
two (22) prospective independent auditors who had requested to be on bidders' list or were
listed on the California Society of Municipal Finance Officers' website. In addition, the RFP was
posted on the City's website. The auditing firms were asked to submit cost proposals for fiscal
years ending June 30, 2014, 2015 and 2016 with extension options for fiscal year ending June
30, 2017, 2018 and 2019.
On April 25, 2017, the City Council approved a Professional Services Agreement (PSA) with
Lance, Soil & Lunghard, LLP (LSL) to provide financial audit services for the City's annual audit
functions, including the preparation of the Single Audit Report and the State Controller's reports
through the fiscal year ending on June 30, 2019,
Over the past six years, Staff has worked closely with LSL and has been satisfied with the firm's
knowledge in the area of public accounting, professionalism, and willingness to assist staff in
reviewing other financial matters. As such, staff recommends that the City Council approve the
new Professional Services Agreement with LSL to provide audit services through fiscal year
2020-22 ending on June 30, 2022 with the option to extend services with optional two one year
terms..
The total cost for citywide audit services for five years inclusive of the two year extension option,
if exercised, is not to exceed $379,052.
Attachment A: Professional Services Agreement
CITY OF DOWNEY
."ROFESSIONAL SERVICES AGREEMENT
WITH LANCE, SOLL &LUNGHARD, LLP
FOR AUDIT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 1 1th day of February, 2020 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241
2nd Lance, Soil & Lunghard, LLP, a California Limited Liability Partnership with its principal
place of business at 203 North Brea Boulevard, Brea California 92821 ("Consultant"). City
,f.ind Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
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Consultant desires to perform and assume responsibility for the provision of certain
professional audit services required by City on the terms and conditions set forth in this
Agreement. Consultant represents that it has demonstrated competence and experience in
providing auditing services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
City desires to engage Consultant to render such services for the auditing services as
set forth in this Agreement.
3. TERMS.
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3. 1.1 General Scope of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional auditing services ("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 July 1, 2019 to June 30,
2022, 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. City shall have the option to extend this Agreement with two one-year terms
through June 30, 2024 by written extension to this Agreement signed by the City Manager
and the Consultant.
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3.2.1 Control and Pavment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or Linder its Supervision ConSUltant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an empioyee, C onSUltant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to- social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement claims or is determined by a court of competent
jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and
hold harmless CITY for the payment of any employee and/or employer contributions for
CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as
-we 11 as '10 r th e paynne nt U- 'I da 1-1 y -P%-:: 1-1 altilteS) Of I U I I I L"- I tV0 L U I A Z)U U I AU A I U I V U U U I lo, VV I I I %,I I VV U U I U
otherwise be the responsibility of City.
Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall
respond to Consultant's submittals in a timely manner.
Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Kev Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Shou
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 Citv's Representative. The City hereby designates Director of Finance,
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.
• Consultant's Representative. Consultant hereby designates Richard K.
Kikuchi, CPA Partner • his • her designee, to act as its representative • the •
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 best skill and attention, and shall be responsible for all means, methods, techniques,
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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 Emplovees. 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 consistent with the
standard of care set forth herein, 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 Rogulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable 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 applicable indemnification provisions of this Agreement,
from -any claim or-liability-arising-o-ut of -any failure -or alleged -failure to comply with -such -laws,
rules or regulations. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
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to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Sc9pe of Insurance. (1) Commercial General
Liability (CGQ: Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
basis including products and completed operations, property damage, bodily injury and
personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hiredl,
and 9 (non -owned); and (3) Workers' Compensation: Workers' Compensation insurance as
required by the State of California with Statutory Limits-, and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGQ: No less than $2,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
3.2.10.3 Professional Liability (Errors & Omissions). Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for a
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to the broader coverage and/or higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services, Project or operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if
later revisions are used).
(B) Waiver of Subroation. Consultant hereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) All Coveraqes. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failLire to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Goveraqe. For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers sh-It
be excess of the Consultant's insurance and shall not be called upon to contribute with it i
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3.2.10.6 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self-insurance Retentions. Any
deductibles or self -insured retentions must be declared to and approved by the City. City may
require Consultant 'LU- p1mvidVe proof U1 CILAIRY LU POY WOOV0 arlu relate U-1 -I-;-
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administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self -insured retention may be satisfied by
either the named insured or City.
3.2.10.8 A6cce .qc�tab�ili of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California, and satisfactory to the City.
3.2.10.9 Verification of Coveraqg. Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liabty policy listing all
policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims -Made '"• If any of the •• provide
coverage on a claims -made •-
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
must purchase extended reporting coverage for a minimum of five (5) years after completion
• the Services under this Agreement.
3.2.11 Safety. • shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shal!
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 under which 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.
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3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "A" attached hereto and incorporated herein by reference. The total
compensation shall not exceed Two Hundred Twenty -Two Thousand Nine Hundred and
Fourteen Dollars and 00/100 ($222,914.00) without written approval of the City. If this
Agreement is extended pursuant to Section 3.1.2, the total compensation for the extended
term shall not exceed $379,052.00. Extra Work may be authorized, as described below, a
if authorized, said Extra Work will be compensated at the rates and manner set forth in this
Agreement. I
3.3.2 Payment • Compensation. •r shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
• The statement shall describe the amount • Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the •. • the statement. City shall, within thirty (30) •. • receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing • City.
3.3.4 Extra Work. At any time during the term of this • City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization • the City Manager.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other i• created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
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3.5. L 1 Grounds 10i TeirniriaLion. CiLy may, by wtiLteri iiuLi(;e lu
Consultant, terminate the whole or any part of this Agreement at any time either for cause
for the City's convenience and without cause by giving written notice to Consultant of such
• and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for caus
upon giving the City not less than seven (7) calendar days'written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
• Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consent of the other party;
• Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
• Material changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Ito
Lance, Soil & Lunghard, LLP
Certified Public Accountants
203 N. Brea Blvd., Suite 203
Brea, California 92821
Phone: (714)672-0022
Fax: (714)672-0331
Attn: Richard K. Kikuchi, Partner
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7284
Fax: (562) 904-7270
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attomey's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
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Documents & Data: Licensinq of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodie4
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shaii be at City . s soie riSK.
3.5.3.2 Confidentialit . All ideas, memoranda, specifications,
U
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, televisior
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 Ora
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. I
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3.5.5 Attornev's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), 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 negligent
acts, errors, 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, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 Citv's Riqht to Emplov Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3-5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assiqnment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
'the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 ConstrUctiow References; _gAptions. 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.
11F2 MVR 0 1
1 Ova P1 I I LO I I I g 0 g 10 1 Lz-g-sa;:�-M g I tzle 0 11 R"a I I 1 0 1 6 1
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any oth'i
!iefault or breach, whether of the same or other covenant or condition. No waiver, benefit,_
privilege, or service voluntarily given or perflon-ned by a Party shall give the other P-a ity any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 1 nva lid itvLSeverability. If any portion of this Agreement is declared
invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaini
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 solicit or secure this Agreement. Further, Consultant warrants that i
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, gi
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Eqypl Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-d iscrim i nation shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Aqreement. Consultant has all requisite power and
2uthority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
,ight, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts, This Agreement may be executed in counterparts, each of
which shall • •; and the same instrument.
In the event of any conflict, inconsistency, or incongruity between any provision of th
Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the
provisions of this Agreement will govern and control. I
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. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
13
CITY • r•
a California municipal corporation
and charter city
By: By:
Blanca Pacheco, Mayor
Its:
Attest: Attest:
Maria Alicia Duarte, CIVIC, City Clerk
Approved as to Form:
Yvetto.l�bich Garcia, CityAttorney
is d K. Kikuchi
Partner
gm=
-0. 6
14
EXHIBIT "A"
a**
*00
LS L98 as
City of Downey
Mr. Anil Gandhi, Director of Finance
agreed -upon • pertaining to the calculation of the Gann Limit
(Appropriations Limit) for the City.
5. An audit and preparation of the financial statements for the Downey Hous!
Authority (Housing Successor) in accordance with auditing standards general
accepted in the United States of America and Government Auditing Standard
issued by the Comptroller General of the United States. I
An audit and preparation of the financial statements for the Air Quality
8. An audit and preparation of the financial statements for the Downey Cemetery
District in accordance with auditing standards generally accepted in the United States
of America and Government Auditing Standards, issued by the Comptroller General
• the -• Slates.
• Assisted the City with the • entries to properly record the City's net pension
•: in accordance with GASB 68.
10. Prepared the exempt organization tax return for the Columbia Memorial Space
Science Tax Return.
0=1 J7463� =**r4JTEK*fM@ 101*75MM Mel Z
Was a -I OW11,41 9W 111111 W 941411 W1
Lel 1j"'W(Alawl OLO r •
1 1,73; META
in order to provide continuous and undisrupted auditing services to the City.
.... . ..... ..
LS12
City of Downey
Mr. Anil Gandhi, Director of Finance
Tery truly yours,
x
Richard K. Kikuchi, Partner
LANCE, • & LUNGHARD, LLP
UERZ+
City Audit
Single Audit
Public Facilities Corp
GANN
Housing Successor
City Controllers Report
Transit Controllers Report
AQMD Audit
Cemetery District Audit
GASB 68
Columbia Mem Space Science Tax Return
Option Years
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
$ 45,162
$
46,065
$
46,987
47,926
$ 48,885
6,775
6,911
$
7,049
$
7,190
$ 7,333
1,617
1,649
$
1,682
$
1,716
$ 1,750
809
$
825
$
842
$
859
$ 876
4,500
$
4,590
4,682
$
4,775
$ 4,871
2,652
$
2,705
2,759
$
2,814
$ 2,871
21591
$
1,623
$
1,655
$
1,688
$ 1,722
1,910
$
1,948
$
1,987
$
2,027
$ 2,067
2,122
$
2,164
2,208
$
2,252
$ 2,297
4,500
$
4,590
4,682
$
4,775
4,871
1,200
$
1,224
1,248
$
1,273
1,299
$ 72,838
$
74,295
75,781
$
77,296
78,842
*Up to two major programs. $2,000 for each additional major program