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HomeMy WebLinkAboutVavrinek, Trine, Day & Co., LLP - 2012-10-08 CONTRACTS SUBMITTAL TO CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Name of Contractor: Vavrinek, Trine, Day & Co., LLP Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park To perform due diligence review work as required by Health & Safety Code Section 341790.5 for the City of Huntington Beach's Successor Agency Low and Moderate Income Housing Fund and Other Assets. Amount of Contract: $36,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed ❑ Initiating Dept. ❑ to Risk Management Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ 0 D ! � ate: Nahie/Extofision -- City Attorney's Office G:AttyMisc/Contract Forms/City Clerk Transmittal I`7/V IM)C-L PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND VAVRINEK,TRINE,DAY&CO.,LLP TO PERFORM DUE DILIGENCE REVIEW WORK AS REQUIRED BY HEALTH AND SAFETY CODE SECTION 341790.5 FOR THE CITY OF HUNTINGTON BEACH'S SUCCESSOR AGENCY LOW AND MODERATE INCOME HOUSING FUND AND OTHER ASSETS THIS AGREEMENT("Agreement")is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY,"and VAVRINEK, TRINE, DAY&CO., a Limited Liability Partnership hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform Due Diligence Reviews of the Low and Moderate Income Housing Fund and Other Assets of the City of Huntington Beach Redevelopment Successor Agency; and Pursuant to documentation on file in the office of the City Clerk,the provisions of the Huntington Beach Municipal Code, Chapter 3.03,relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit"A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"PROJECT." CONSULTANT has provided to the CITY(Exhibit"C")the Engagement Letter for the above noted scope of services. This Engagement Letter is incorporated into this Agreement by this reference. i 1 12-3505/85336 CONSULTANT hereby designates Kevin T.Pulliam who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM,TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on V� 15 ,20 V-)the"Commencement Date"). This Agreement shall automatically terminate three (3)years from the Commencement Date,unless extended or sooner terminated as provided herein. All tasks specified in Exhibit"A" shall be completed no later than three(3)years from the Commencement Date. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit"B,"which is attached hereto and incorporated by reference into this Agreement,a fee,including all costs and expenses,not to exceed Thirty Six Thousand Dollars($36,000). 2 12-3505/85336 i i 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS,ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all original materials provided by CITY, including,without limitation, all original drawings, designs,reports,both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole 3 12-3505/85336 i negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 4 12-3505/85336 If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty(30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the 5 12-3505/85336 original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses,if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all original CITY documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is 6 12-3505/85336 approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work,item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach VAVINEK,TRINE, DAY& CO.,LLP ATTN: Dahle Bulosan Kevin T. Pulliam,CPA 2000 Main Street 25231 Paseo De Alicia, Ste. 100 Huntington Beach, CA 92648 Laguna Hills, CA 92653 7 12-3505/85336 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as 8 12-3505/85336 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 9 12-3505/85336 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement. shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY full for any injuries or damages to CITY in the event that such authority or power is not, in f ct. held by the sig atory or is withd wn. CONSULTANT's initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties. oral or otherwise, have been made by that party or anyone acting on that parry's agree/surfnet/professional svcs to$49 12.07 10 of 11 behalf. which are not embodied in this Agreement. and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH; a municipal corporation of the State of Vavrinek, Trine, Day & Co., LLP California COMPANY NAME nn" o By: Director/Chief f/ (Pursuant To HBA11C§3.03.100) print name ITS: (circle one) n___:6__._ A" APPROVED AS O O AND fy� �� City ttorney By: _ a� Date mtname IT'S: (circle one)Secretarv/Chief Financial Officer/Asst. Secretary—Treasurer agree/surmer/prof ssional svcs to$49 12-07 11 of 11 EXHIBIT "All A. STATEMENT OF WORK: The Consultant will perform Due Diligence Reviews of the Low and Moderate Income Housing Fund and Other Assets of the City of Huntington Beach Redevelopment Successor Agency as required by Health and Safety Code 34179.5. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. The Consultant will use experience and expertise in local government accounting to conduct the due diligence reviews. 2. The Consultant will perform the due diligence procedures developed by the CPA society with input from the State Controller's Office and the Department of Finance. 3. The Consultant will retain all working papers and reports at the Consultant's expense for a minimum of three years. The Consultant will be responsible for making working papers available to the City of Huntington Beach or any governmental agencies. C. CITY'S DUTIES AND RESPONSIBILITIES: The City Finance staff will provide normal cooperation and assistance during the due diligence reviews including providing information and supporting documentation based on the due diligence review procedures reference above and as required by the Health and Safety Code 34179.5. D. WORK PROGRAM/PROJECT SCHEDULE: Due Diligence Reviews Timing Fieldwork Begins October 2012 Low and Moderate Income Housing Fund Review Draft Due November 9, 2012 Low and Moderate Income Housing Fund Review Completed November 16,2012 Other Funds Review Draft Due December 7,2012 Other Funds Review Completed December 14,2012 D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B 12012 City of Huntington Beach Successor Agency Oversight Board Huntington Beach,California We are pleased to confirm our understanding of the nature and limitations of the services we are to provide for the City of Huntington Beach Successor Agency Oversight Board. We will apply the agreed-upon procedures which the California State Controller's Office, the California Department of Finance, the County Auditor-Controller and the City of Huntington Beach Successor Agency Oversight Board have specified, listed in the attached Schedule A, to obtain, document, and test certain information relating to the determination of the Successor Agency's Low and Moderate Income Housing Fund's unobligated balances that are available for transfer to taxing entities, in accordance with Health and Safety Code Section 34179.5. Management of the Successor Agency is responsible for the accounting records pertaining to statutory compliance pursuant to Health and Safety Code Section 34179.5. This engagement is solely to assist the California State Controller's Office, the California Department of Finance, County Auditor-Controller and the City of Huntington Beach Successor Agency Oversight Board in ensuring that the Successor Agency is complying with their statutory requirements of Health and Safety Code Section 34179.5. Our engagement to apply Agreed- Upon Procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described in the attached schedule either for the purpose for which this report has been requested or for any other purpose. If, for any reason, we are unable to complete the procedures, we will describe any restrictions on the performance of the procedures in our report,or will not issue a report as a result of this engagement. Because the Agreed-Upon Procedures listed in the attached schedule do not constitute an examination,we will not express an opinion on compliance with provisions of Health and Safety Code Section 34179.5, or on any of the data associated with the Agreed-Upon Procedures engagement. In addition,we have no obligation to perform any procedures beyond those listed in the attached schedule. We will submit a report listing the procedures performed and our findings. This report is intended solely for the use of the California State Controller's Office, the California Department of Finance; the County Auditor- Controller, and the City of Huntington Beach Successor Agency Oversight Board, and should not be used by anyone other than these specified parties. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We will endeavor to submit the report in accordance with applicable timelines. You are responsible for the presentation of the unobligated balances available for transfer to taxing entities in accordance with Health and Safety Code Section 34179.5; and for selecting the criteria and determining that such criteria are appropriate for your purposes. You are also responsible for making all management decisions and performing all management functions; for designating an individual with suitable skill, knowledge, and/or experience to oversee any non-attest services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them. i City of Huntington Beach Successor Agency Oversight Board 1484 Engagement Letter 12012 Page 3 of 9 You may request that we perform additional services not contemplated by this engagement letter. I£this occurs, we will communicate with you regarding the scope of the additional services and the estimated fee. We may also issue a separate engagement letter covering the additional services. In the absence of any other written communication from us documenting such additional services, our services will continue to be governed by the terms of this engagement letter. We appreciate the opportunity to be of set-vice to the City of Huntington Beach Successor Agency Oversight Board and believe this letter accurately summarizes the significant terms of our engagement. I£you have any questions, please let us know. If this engagement letter correctly states your understanding of the engagement, please sign below and return a copy for our files. Very truly yours, Kevin T.Pulliam of Vavrinek,Trine,Day&Co.,LLP RA:gbd 120377 Attachment RESPONSE: This letter correctly sets forth the understanding of the Successor Agency of the City of Huntington Beach Successor Agency Oversight Board. By: Title: Date: City of Huntington Beach Successor Agency Oversight Board 1484 Engagement Letter ,2012 Page 5 of 9 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred,perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) [from the former redevelopment agency to any other public agency or to private parties for the period from January 1,2011 through January 31, 2012. For each transfer,the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) [from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. 4. Perform the following procedures: [Procedure 4 will not be performed over the Low and Moderate Income Housing Fund] [Procedure 4 will be performed over "All Other Funds" of the Successor Agency under separate Agreed Upon Procedures due December 15,2012] A. Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attached schedule for the fiscal periods indicated in the schedule. For purposes of this summary,the financial transactions should be presented using the modified accrual basis of accounting. End of year balances for capital assets (in total) and long-term liabilities (in total) should be presented at the bottom of this summary schedule for information purposes. B. Ascertain that for each period presented, the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period. C. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period. D. Compare amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. Describe in the report the type of support provided for each fiscal period. I i i City of Huntington Beach Successor Agency Oversight Board 1484 Engagement Letter ,2012 Page 7 of 9 D. Attach the above mentioned Successor Agency prepared schedule(s)as an exhibit to the AUP report. For each restriction identified on these schedules, indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect until the related assets are expended for their intended purpose,this should be indicated in the report. 7. Perform the following procedures: A. Obtain from the Successor Agency a listing of assets as of June 30, 2012 that are not.liquid or otherwise available for distribution(such as capital assets, land held for resale, long-term receivables, etc.)and ascertain if the values are listed at either purchase cost(based on book value reflected in the accounting records of the Successor Agency)or market value as recently estimated by the Successor Agency. B. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement(or to the accounting records of the Successor Agency)and note any differences. C. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. D. If the assets listed at 7(A)are listed at recently estimated market value, inspect the evidence(if any) supporting the value and note the methodology used. If no evidence is available to support the value and\or methodology,note the lack of evidence. 8. Perform the following procedures: A. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction,the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifies the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. ii. Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. iii. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the California Department of Finance. I City of Huntington Beach Successor Agency Oversight Board 1484 Engagement Letter 12012 Page 9 of 9 D. If procedures A, B, or C were performed, calculate the amount of current unrestricted balances necessary for retention in order to meet the enforceable obligations by performing the following procedures. i. Combine the amount of identified current dedicated or restricted balances and the amount of forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. ii. Reduce the amount of total resources available by the amount forecasted for the annual spending requirements. A negative result indicates the amount of current unrestricted balances that needs to be retained. iii. Include the calculation in the AUP report. 9. If the Successor Agency believes that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should add columns identifying (1) any dollar amounts of existing cash that are needed to satisfy that obligation and (2) the Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation. Include this schedule as an attachment to the AUP report. 10. Include (or present) a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. Amounts included in the calculation should agree to the results of the procedures performed in each section above. The schedule should also include a deduction to recognize amounts already paid to the County Auditor-Controller on July 12,2012 as directed by the California Department of Finance. The amount of this deduction presented should be agreed to evidence of payment. The attached example summary schedule may be considered for this purpose. Separate schedules should be completed for the Low and Moderate Income Housing Fund and for all other funds combined(excluding the Low and Moderate Income Housing Fund). 11. Obtain a representation letter from Successor Agency management acknowledging their responsibility for the data provided to the practitioner and the data presented in the report or in any attachments to the report. Included in the representations should be an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the AUP report and its related exhibits. Management's refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. B. All Other Funds of the Successor Agency [To be performed under separate Agreed Upon Procedures Engagement Letter] For all of the other funds of the Successor Agency combined, excluding the Low and Moderate Income Housing Fund, perform the same procedures identified above. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: We are not quoting a fixed fee, but instead a potential range, which is based on estimated hours at our hourly rates to perform the work. Prior to fieldwork, we will provide a detailed PBC (prepared by client) listing which includes schedules and exhibits that we will need from you to complete our procedures. The time it takes to perform the work will be largely dependent on the number of transactions, as well as the completeness and organization of the items we have requested. We are quoting a range of approximately $24,000 to $36,000, based on the hourly rates as noted below: Partner- $215 Manager - $180 Supervisor- $155 Senior- $115 Staff- $85 Clerical - $65 B. Travel Charges for time during travel are not reimbursable. C. Billina 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance,the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; I Exhibit B D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance. or until this Agreement has expired or is tenninated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the infonnation required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been perfonned in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made'within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B F CITY OF HUNTINGTON BEACH r� Professional Service Approval Form PART II Date: 9/13/2012 Project Manager: Dahle Bulosan Requested by Name if different from. Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Varinek, Trine, Day & Co., LLP 2). Contract Number: FIN 12-019-00 (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $ 36,000 4) Is this contract less than $50,000? ❑ Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ❑ No 6) Is this contract over $100,000? ❑ Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Budget Appr al Signat to irector of Finance (or designee) Signature bate Lists of Consultants Vavrinek, Trine,Day & Co., LLP Jessica Andersen Audit Manager 25231 Paseo De Alicia. Suite 100 Laguna Hills, CA 92653 Phone: 949-768-0833, Ext. 1352 Fax: 949-768-8408 ndersen a,vtdcpa.com Macias, Gini & O'Connell, LLP Lori Nicoson Manager 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 Phone: 949-296-4332 lnicoson@mgocpa.com CITY OF HUNTINGTON BEACH Professional Service Approval Form PART Date: 9/10/2012 Project Manager Name: Dahle Bulosan Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS, PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Due Diligence Review of the Low and Moderate Income Housing Fund and all other funds of the Redevelopment Successor Agency as required by the Health and Safety Code Section 34179.5 2) Estimated cost of the services being sought: $ 36,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: A Bid solicitation process in accordance to the MC 3,03.060 procedures will be conducted. MC 3.03.08(b) —Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08— Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the swer to this question is "No," the contract will require approval from the City Council.) Yes ❑ No Fi Sefqirces ure Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits)where funds are budgeted (Please note that a budget check will occur at the object code level): : l o�La 12E5(3 10040101.69300 $ 36,000 $ -16 dget Approval Date of,, t - (C�`^ 1 U - f--2- Depart t Head Si nature(s) Date oIX &q -`v—( 2 Direc o Finance's Signature Da 2 Z Deputy City—Manager's Signature ate APPROVED ! D NIED ❑ 9-ZI y Manager's Signature Date I ACO D,M CERTIFICATE OF LIABILITY INSURANCE CE DATE IMMIDD 2Y PRODUCER (847) 385-6800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Lemme Insurance Group, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE p HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 111 W. Campbell Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 4th Floor Arlington Heights, IL 60005 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA: Lexington Insurance Company 19437 Vavrinek, Trine, Day& Co, LLP INSURERB: i 8270 Aspen St. INSURER C. Rancho Cucamonga, CA 91730 INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IADD'l,� POLICY NUMBER POLICY EFFECTIVE I�POLICYEXPIRATION LIMITS LTR INSRDI TYPE OFINSURANCE DATE MM/DD DATE MM/DD(YY _ GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIALGENERALLIABILITY PREMISES Ea occurence S JCLAIMS MADE L-11 OCCUR -MED EXP(Any one person) S ��GaN � PERSONAL&ADV INJURY j $ � GENERALAGGREGATE �S o ❑� - PRODUCTS-COMPIOPAGG S ' AGGREGATE LIMITAP.LIES, R. hI POLICY PRO- F-; LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) S - ANY AUTO - ALL OWNED AUTOS I BODILY INJURY S SCHEDULED AUTOS I(Per person) HIRED AUTOS BODILY INJURY S (Peraccident) NON-OWNEDAUTOS PROPERTY DAMAGEI S (Per accident) GARAGE LIABILITY j j AUTO ONLY-EA ACCIDENT S !, ANY AUTO OTHERTHAN EAACC AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE S i OCCUR �j CLAIMS MADE AGGREGATE $ III DEDUCTIBLE S RETENTION SWC STATU- WORKERS COMPENSATION AND ORYLIMITS ER T O TORY LI , EMPLOYERS'LIABILITY E.L.EACH ACCIDENT ANY PR OPRIETORIPARTNERIEXECUTIVE ! lil S OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE]S If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT 1S OTHER $1,000,000 Per Claim and Annual A Professional Liability 026030238 1/1/12 1/1/13 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS APp ;MCGRATIH, AS F0 3 IF City tocr 2__ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION The City of Huntington Beach DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25(2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the.certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) � E Insurance Broker VERIFICATION OF INSURANCE and fonsultants ISSUED TO: The City of Huntington Beach We, the undersigned Insurance Brokers, hereby verify that Lexington Insurance Company has issued the following described Professional Liability Insurance, which is in force as of the date thereof- PROFESSIONAL LIABILITY INSURANCE NAME OF INSURED: Vavrinek, Trine, Day & Co. LLP and others as more fully described in the Policy. POLICY NUMBER: 026030238 PERIOD OF INSURANCE: 12:01 a.m. January 1, 2012 to 12:01 a.m. January 1, 2013 SUM INSURED: $1,000,000 Each claim and in the aggregate including costs, charges and expenses SUBJECT TO ALL TERMS, CONDITIONS AND LIMITATIONS OF THE POLICY This document is furnished to you as a matter of information only and is not insurance coverage. Only the formal policy and applicable endorsements offer a comprehensive review of the coverage in place. The issuance of this document does not make the person or organization to whom it is issued an additional insured, nor does it modify in any manner the contract of insurance between the Insured and the Insurer. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto. Should the above described Policy be cancelled before this expiration date thereof, we will endeavor to mail 30 days written notice to the Certificate Holder named above, but failure to do so shall impose no obligation or liability of any kind upon the Insurer, its Agents or Representatives. Issued at Chicago, Illinois Lemme Insurance Group, Inc. Date: October 4, 2012 Per: David Koenen Executive Vice President j 111 west Campbell Street 9th rloor Arlington Heights;IL 60005 i;._"y r = fax 847 385 6801 1 www.lemme.[om