Agreement with CliftonLarsonAllen LLP

City of Glendale — Regular Meeting (2024-04-23)

Extracted text (via ocr_local) 50476 characters

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C24-0349

PROFESSIONAL SERVICES AGREEMENT

(Not Construction Related)
for External Audit Services (RFP 24-35)

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and CliftonLarsonAllen, LLP, a Limited Liability Partnership, authorized

to do business in the State of Arizona, ("Consultant") as of the 23rd_ day of April , 2024 (“Effective
Date”).

RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set

forth in Exhibit A, Project (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

a Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:

1. Key Personnel; Other Consultants and Subcontractors.

Lal

12)

Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

Project Team.

a. Project Manager.

(1)

Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and handle
all aspects of the Project such that the work produced by Consultant is consistent
with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.
(1) The Project Manager and all other employees assigned to the Project by Consultant
will comprise the "Project Team."
(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.
G; Discharge, Reassign, Replacement.
(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.
(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of

any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

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(3) Consultant will change any of the members of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties, or if the acts
or omissions of that person are detrimental to the development of the Project.

Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3:2)

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.

Licensing. Consultant warrants that:

Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

Neither Consultant nor any Subconsultant has been debarted or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.

Coordination; Interaction.

For projects that the City believes requires the coordination of various professional services,
Consultant will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").

Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.

For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

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3.5 Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work"
as defined in the United States Copyright Act, 17 U.S.C § 101, ef seq., and other intellectual
work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

oa City Use.

(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

4. Compensation for the Project.

41 Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $790,000.00 as specifically detailed in Exhibit C
("Compensation").

4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

4.3 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred by

Consultant in connection with this Agreement, without mark-up (the “Reimbursable Expenses”),
including, but not limited to, document reproduction, materials for book preparation, postage,
courier and overnight delivery costs incurred with Federal Express or similar carriers, travel and car
mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies and
procedures for business travel expense reimbursement made available to Consultant for
review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

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¢ The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable Services
in the Compensation.

5. Billings and Payment.

5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.

b. The petiod covered by each Payment Application will be one calendar month ending on the
last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Subconsultants; and

(2) Unconditional waivers and releases on final payment from all Subconsultants as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.

5.3) Review and Withholding. City's Project Manager will timely review and certify Payment Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of the

items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.

6. Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.

a Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and tor reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.

%. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for

cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,

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securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.

8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1

8.2

8.3

Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applics,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

Professional Liability. Consultant must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $2,000,000 for each claim and
a $4,000,000 annual aggregate limit.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

Indemnification.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the
Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies requited by the Section above must contain, or

be endorsed to contain the following insurance provisions:

The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or in

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8.4

8.5

8.6

8.7

8.8

connection with the performance of all tasks or work necessary to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions are used.

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.

ic. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VI, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
right to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

9. E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto

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10.

11.

12.

13.

their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

& any contractors, subcontractors or suppliers that use the forced labor or any goods or

setvices produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

13.1. A notice, request or other communication that is required or permitted under this Agreement (each
a"Notice") will be effective only if:

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c, Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or

(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
a Digitalized signatures and copies of signatures will have the same effect as original signatures.

13.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Jean Marie Dietrich

Signing Director

20 East Thomas Road, Suite 2300
Phoenix, AZ 85012
jean.dietrich@CLAconnect.com
(602) 604-3550

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14.

15.

City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Connie Schneider
5850 W Glendale Ave
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue

Glendale, Arizona 85301 Glendale, Arizona 85301

Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.

(2) A notice will not be deemed to have been received by City's representative until the
time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

15.1

15.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.

Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.

Interpretation.

The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.

The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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16.

18.

19.

15.3

15.4

15.5

15.6

15a

Term.

16.1

16.2

Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or mote right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Extensions. The term of this Agreement commences upon the effective date and continues for a
two (2) year initial period. The City may, at its option and with the approval of the Consultant, extend
the term of this Agreement an additional three (3) years, on an annual basis. Consultant will be
notified in writing by the City of its intent to extend the Agreement period at least thirty (30) calendar
days prior to the expiration of the original or any extension period. Price adjustments will only be
reviewed prior to the City exercising its extension and may be a determining factor for any extension.
There are no automatic extensions or renewals of this Agreement.

Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list
of SAVE members, click on the following link: http://www.mesaaz.gov/business/purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation

(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

CliftonLarsonAllen, LLP,
a Limited Liability Partnership
DocuSigned by:

4/12/2024

By: Jean Marie Dietrich
Its: Signing Director

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EXHIBIT A
Professional Services Agreement

PROJECT

Consultant shall perform the services as defined in the RFP 24-35 documents.

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EXHIBIT B
Professional Services Agreement
SCOPE OF WORK
3. SCOPE OF SERVICES
A. The selected CPA Firm(s) shall be required to perform financial statement and compliance audits in

accordance with U.S. generally accepted auditing standards established by the American Institute of Certified Public
Accountants (AICPA); Government Auditing Standards, issued by the Comptroller General of the United States;
and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), as applicable, and
conduct annual expenditure limitation report examinations in accordance with the attestation standards established
by the AICPA.

B, State of Arizona Uniform Expenditure Reporting System requirements
(UERS) mandated by the A.R.S. §41-1279.07, with guidelines set forth by the Arizona Auditor General.

Cc. The selected CPA Firm(s) may be required to perform certain additional auditing procedures of financial
transactions in connection with the financial and compliance audits for the first year of the contract at the Office’s
request. Within 10 days of notice from the Office of additional auditing procedures required, the firm shall provide
the Office a written estimate of the hours necessary to perform the additional auditing procedures. The firm shall
not commence work on the additional auditing procedures until the Office provides written approval of the hours
estimated. Costs for any additional auditing procedures shall be paid at the hourly rate submitted by the firm
pursuant to the PRICING WORKBOOK. In completing any additional auditing procedures, the firm shall submit a
written statement to the Office describing all deficiencies and errors noted as a result of the additional auditing
procedures performed. If the Office exercises its option to extend the contract, the firm may be required to apply
these same or other auditing procedures for each option year.

Do. Reports

The selected CPA Firms must prepare reports at the completion of each audit and examination according to U.S.
generally accepted auditing standards; Government Auditing Standards, issued by the Comptroller General of the
United States; Uniform Guidance; and the attestation standards established by the AICPA, as applicable.

ile A schedule of findings, recommendations, and questioned costs.
2. A summary schedule of prior audit findings and corrective action plan.
me An attestation on Housing and Urban Development Financial Data Schedule (FDS) data as to its “fair

presentation in relation to audited basic financial statements” in accordance with the audit provisions of the
American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 29,
Reporting on Information Accompanying the Basic Financial Statements in Auditor-Submitted Documents. Please
note that the City’s housing office maintains their own general ledger.

4. Auditor’s letter of Communication (under SAS114) to management.

a Preparation of the Annual Expenditure Limitation Report (AELR) which includes an independent auditor’s
report on the AELR prepared in compliance with A.R.S. §41-1279.07. Note, the City’s Highway User Revenue
Fund (HURF) used to account for monies received pursuant to A.R.S Title 28, Chapter 18, Article 2 is not a major
fund. As such a separate Compliance examination report is needed in determination of HURF monies are being
used solely for transportation purposes.

6. Agreed-upon procedures with respect to the City’s compliance with the financial test option for its landfill
as included in the Code of Federal Regulations (CFR) Subpart G, Title 40, Part 258, Section 74 (40 CFR 258.74).

DocuSign Envelope ID: 3CF59FB2-CDFA-4D7 1-A984-82D3D5D79D65

7. Preparation of Internal Revenue Service Form 990 for the City’s Municipal Property Corporation.
EB, Additional Reporting Considerations
tL In the required reports on internal controls, the auditor shall communicate any reportable conditions found

during the audit. A reportable condition is 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 or which could adversely affect the organization’s ability to comply with federal laws and regulations.

& Reportable conditions that ate individually or cumulatively material weaknesses shall be identified as such in
the report.

a Deficiencies in internal control that are not reportable conditions that are detected by the auditors shall be
reported in the separate letter of recommendations to management, which shall be referred to in the reports on
internal controls.

4. Irregularities and Illegal Acts Auditors shall be required to make an immediate, written report of all
irregularities and illegal acts or indications of illegal acts of which they become aware to the Chief Financial Officer.

De Reporting to the Management Auditors shall ensure that the Finance Director is informed of each of the
following:

a The auditor’s responsibility under generally accepted auditing standards

. Significant accounting policies

s Management judgments and accounting estimates

. Significant audit adjustments

. Other information in documents containing audited financial statements

° Disagreements with management

id Management consultation with other accountants

. Major issues discussed with management prior to retention

° Difficulties encountered in performing the audit

FE. Special Considerations

1. The auditor will be required to audit the Annual Expenditure Limitation Report and issue the respective

reports thereon.

2. The City sends its ACFR to the Government Finance Officers Association of the United States and Canada
for review in their Certificate of Achievement for Excellence in Financial Reporting program. It is anticipated that
the auditor will be required to review the financial statements against the Certificate Program checklist to ensure
compliance with the requirements of that program.

a The City anticipates it will prepare one or more official statements in connection with the sale of debt
securities which will contain the basic financial statements and the auditor’s report thereon. The auditor may be
required, if requested by the City, to issue a “consent and citation of expertise” as the auditor and to issue any
necessary “comfort letters.”

4. The City has determined that the United States Department of Housing & Urban Development (“HUD”)
functions as the oversight agency in accordance with the provisions of the Title 2 U.S. Code of Federal Regulations
(CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (Uniform Guidance).

5. The schedule of expenditures of federal awards and related auditor’s report, as well as the reports on the
internal controls and compliance, are not to be included in the ACFR, but are to be issued separately. Also, the City
must file electronically with HUD Real Estate Assessment Center (REAC).

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6. The City would like for the auditor to do some additional testing of the Risk Management, Worker’s
Compensation and Employee Benefits funds to make sure all policies are being followed and internal control are in
place.

7. Consultants and firm specialists mentioned in response to this request for proposal can only be changed

with the express prior written permission of the City which retains the right to approve or reject replacements.

8. Other audit personnel may be changed at the discretion of the Offeror provided that replacements have
substantially the same or better qualifications or experience, although the City does retain the right to approve or
reject all audit staff assigned to the City.

i Working Paper Retention and Access to Working Papers

1. All working papers and reports must be retained at the auditor’s expense, for a minimum of 5 years, unless
the firm is notified in writing by the City of the need to extend the retention period. The auditor will be required to
make working papers available, upon request, to the following parties or their designees:

The City of Glendale, Arizona

The United States Department of Housing & Urban Development

U.S. General Accounting Office

The Arizona Auditor General

Auditors of entities of which the City is a sub-recipient of grant funds

Officials of federal or state departments that provide financial assistance to the City

Oooooo

2. 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.

HH, Term

The term of the resultant contract shall be for a one (2) year initial term. The City may, at its option and upon
mutual agreement with the Bidder(s), extend the term of this agreement for an additional four (4) years.

I. Changes in work

Significant changes in the scope, character, or complexity of the work may be negotiated if it is mutually agreed that
such changes are desirable and necessary. Contract changes defining, increasing, or limiting the work and
compensation must be authorized in writing by the Auditor General prior to performing work.

J. Time Requirements
« Work and Conference Schedule for the June 30, 2024, Fiscal Year Audit

The following are key dates relating to the City’s preparation of the ACFR and the related audit and may be subject
to change by mutual negotiated approval during the Contract period:

a) Week of April 30, 2024 — Entrance Conference

The purpose of this meeting will be to provide a preliminary review of the City’s operations and to discuss prior
audit problems and the interim work to be performed. This meeting will also be used to establish overall liaison tor
the audit and to make arrangements for workspace and other needs of the auditor. At this meeting, the auditor shall
provide a list of audit staff and their qualifications and a list of all interim schedules to be prepared by the City.

b) Week of May 21, 2024 — Detailed Audit Plan and preliminary Field Work
The auditor shall provide the City with a detailed audit plan and a list of all year-end schedules, including audit
confirmation letters, to be prepared by the City.

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d) October 11, 2024 — Fieldwork is anticipated to End on or after this date
e) November 21, 2024 - The City shall provide a draft of the complete ACFR

f) December 2024 — Exit Conference on or after this date
The purpose of this meeting will be to summarize the results of the fieldwork and to review significant findings.

g) December 31, 2024 - The signed auditot’s opinion to be delivered to the Accounting Division
h) March 2025 — Presentation in a voting session of the audit reporting package to the City Council as required
under ARS.

A similar time schedule will be developed for the future fiscal years if the City exercises its option for those
additional audits.

. Dates Final Reports, Schedules, And Statements Are Due

The auditor shall deliver the final signed reports, schedules and statements, and the letter of recommendations to the
Chief Financial Officer, by each respective due date or earlier:

Report Description Date

Auditor’s report on the financial statements December 31

Single Audit reports January 31

Landfill report December 31

Auditor’s letter of recommendations to management December 31

Auditor’s report on the AELR — February 28

The effort will cover fiscal years ending June 30, 2024, 2025, 2026 with the option of auditing its financial statements
for each of the two subsequent fiscal years.

K. Assistance to be Provided to the Auditor and Report Preparation
* Tinance Department

The Finance Department, especially the accounting division, staff and responsible management personnel will be
available during the audit to assist the firm by providing information, documentation, and explanations.

The City will prepare all working trial balances, supporting schedules, supporting working papers, and requests for
confirmations as reasonably requested by the auditors, on a basis consistent with the timetable outlined in Section J
above.

. Information System Assistance

Personnel will be available to provide systems documentation and explanations.

° Work Area, Telephone, Printing and Fax Machines

The City will provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided
with access to a telephone line, printing facilities and FAX machines.

. Report Preparation and Binding

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Report preparation, printing, and binding for the ACFR shall be the responsibility of the City. All other reports,
schedules, and financial statements shall be printed and bound by the auditor. The City may request additional
electronic copies that are to be provided in the most secure method identified at the time of the request.

Ls Manner of Payment

Progress payments will be made on the basis of hours of work completed during the course of the engagement and
out-of-pocket expenses incurred in accordance with the firm’s pricing section of the proposal.

The interim billings shall cover the auditor’s fieldwork.

Final billing shall cover the auditor’s drafting and preparation of all reports, schedules, and financial statements
requested in the RFP and include a schedule of charges by report and hours by report and charges per major grant.

Billing cycle will be 30 days. The final bill payment will be withheld pending delivery of all final reports, schedules,
and financial statements as described in this solicitation.

M. Audit and engagement documentation

Audit and engagement documentation of the selected firms shall be retained for 5 years from the date of the final
audit report and should be available, free of charge, for examination by authorized representatives of the cognizant
or oversight agency, the U.S. Government Accountability Office, and the Office. If the firm does not desire to
retain the documentation for such period, the firm shall give the documentation to the Office for safekeeping.

N. Qualifications and Independence

The CPA Firms must have no conflict of interest about any other work performed for the State of Arizona or
auditees. The CPA Firms must also provide information on other areas that may result in independence issues, such
as participation on a board or having a direct or indirect financial interest. The CPA Firms must submit this
information using the Independence Disclosure Form in Attachment A to this Request for Proposal (RFP). If the
Auditor General determines that an independence issue exists, the CPA Firms’ proposal will not be considered. The
Auditor General is the sole authority in determining whether any conflicts of interest or independence issues exist.

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EXHIBIT C
Professional Services Agreement

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION

The interim billings shall cover the auditor’s fieldwork.

Billing cycle will be 30 days. The final bill payment will be withheld pending delivery of all final reports, schedules,
and financial statements as described in this solicitation..

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $790,000.

DETAILED PROJECT COMPENSATION
See the attached Exhibit C..

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D5D79D65

EXHIBIT C

Glendale

City of Glendale

Solicitation Number: RFP 24-35 / 42400052
EXTERNAL AUDIT SERVICES

PRICING WORKBOOK

CITY OF GLENDALE
Procurement Department
5970 West Brown Street,

Suite 210
Glendale, Arizona 85302

5. PRICING/Cost WORKBOOK
Contractor must complete the Pricing Schedule below. Proposed pricing must not increase
for the first two (2) Terms of the agreement or the first initial term whichever is greater.
Any items not clearly listed on Contractor’s submitted price proposal will be considered
included in Contractor’s price at no additional cost to the City. All pricing should
contemplate compliance with the performance requirements as specified in the Scope of

Work.

Instructions:

a. The cost proposal must be submitted separately from the rest of the written
proposal.

b. Cost proposals shall be quoted as an all-inclusive fixed fee for services.

c All inclusive — covers all direct and indirect necessary expenses including but not
limited to: travel, telephone, copying, and other out-of-pocket expenses.

d. Not to Exceed - The actual fees shall not exceed the amount specified in fee

proposal.

PRICE SCHEDULE

5.1 Annual Comprehensive Financial Report: Schedule of Professional Fees and Expenses

Description Estimated Proposed | Proposed Total
P Number of Hourly Rate Dollars (A * B)
Hours (A) (B)
Partners 75 340 25500
Managers 80 240 T9200
Supervisory Staff 105 150 15750
Staff 435 135 58725
Other (Clerical) 5 90 450
Other 5% Tech Fee 5981
Other
Total 700 167024

5.2 Single Audit Report: Sch

edule of Professional Fees and Expenses

Deserintion Estimated Proposed | Proposed Total
P Number of Hourly Rate Dollars (A * B)
Hours (A) (B
Partners 9 340 3060
Managers 9 240 2160
Supervisory Staff 27 150 4050
Staff 110 135 14850
Other (Clerical) 5 90 450
Other 5% Tech Fee 1229
Other
Total I60 25799

DocuSign Envelope ID: 3CF59FB2-CDFA-4D7 1-A984-82D3D5D79D65

EXHIBIT C

Glendale

City of Glendale

EXTERNAL AUDIT SERVICES
PRICING WORKBOOK

&S Solicitation Number: RFP 24-35 / 42400052

CITY OF GLENDALE
Procurement Department
5970 West Brown Street,

Suite 210
Glendale, Arizona 85302

5.3 Schedule of Professional Fees and Expenses for Additional Services

Description Estimated Proposed | Proposed Total
P Number of Hourly Rate Dollars (A * B)
Hours (A) (B
Partners 10 340 3400
Managers 8 240 1920
Supervisory Staff 10 150 1500
Staff 55 135 7425
Other (Clerical) 7 90 630
Other 5% Tech Fee 744
Other
Total 90 15619

DISCOUNT/PAYMENT TERMS: The City standard is 2% 20 days

Comply:

If your answer is NO, please state terms offered: None%

YES

NO x

PAYMENT Contractor shall provide monthly statements of itemized services. Payment
will be reviewed and approved by the Contract Administrator or designee. The itemized

statement shall not exceed the proposal fee in this Section.

TAX AMOUNT Do not include any use tax or federal tax in your proposal.

OFFEROR NAME: CliftonLarsonAllen LLP