PROFESSIONAL_AUDITING_SERVICES_(Addendum_#2_Revision).pdf

CITY OF SANTA MONICA

PROFESSIONAL AUDITING SERVICES

REQUEST FOR PROPOSALS

Finance Department

RELEASE DATE: August 30, 2023

DEADLINE FOR QUESTIONS: September 8, 2023

RESPONSE DEADLINE: October 3, 2023, 3:00 pm

APPROVED FOR ADVERTISEMENT

CITY CONTACT:

Stephanie Manglaras

City of Santa Monica

Request for Proposals

PROFESSIONAL AUDITING SERVICES

Table of Contents

1. Introduction

2. Term

3. Scope of Work

4. Questions and Answers

5. Vendor Questionnaire

6. Evaluation Criteria

7. Award Process

8. Terms & Conditions

Attachments:

A - Proposer Checklist

B - PSA Contract Template

C - PSA Insurance Template With Professional Liability

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PROFESSIONAL AUDITING SERVICES

1 INTRODUCTION

1.1 Summary

The City of Santa Monica, (referred to hereafter as “the City”) is soliciting the services of qualified certified public accountants to audit its financial statements for fiscal years 2023-24 through 2027-28. These financial statements are to be audited in accordance with all applicable accounting standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Non-Profit Organizations.

1.2 Background

Background Information

The City provides a full range of municipal and public enterprise services. Municipal services provided include police and fire protection, highways and streets, library, culture and recreation, parking, parks, planning and zoning, housing and community development, and general administrative support. Enterprise services include water and wastewater (sewage), storm water management, resource recovery & recycling (refuse collection and recycling), pier, airport, cemetery, transportation, and parking lots. In addition, the City maintains six internal service funds, which provide services to other city departments for computer and telecommunications equipment, fleet management, and risk management. The City maintains a self-insured risk management program for general liability, bus and automobile liability and workers’ compensation claims. Details regarding the City’s risk management program are included in the City’s comprehensive annual financial report.

The City operates under a fiscal year beginning July 1 and ending June 30. More detailed information on the City government and its finances can be found in the City’s reports and on the City’s web site: www.santamonica.gov.

A.

B.

Fund StructureThe City uses the following fund types in its financial reporting:

governmental funds (general fund, special revenue funds, capital project funds and a debt service fund); proprietary funds (enterprise and internal service funds), permanent funds and fiduciary funds.

A.

B.

C.

http://www.santamonica.gov/

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PROFESSIONAL AUDITING SERVICES

D.

E.

F.

G.

Post-Employment Benefit Plans

The City’s defined benefit pension plan provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members and their beneficiaries. The Plan is part of the Public Agency portion of the California Public Employees’ Retirement System (CalPERS), an agent multiple-employer plan administered by CalPERS.

The City also provides implicit or explicit medical benefits to retirees, depending on agreements with various bargaining units. These are administered through third-party administrators; the City does not have any fiduciary accountability for these plans. The City has established a Section 115 irrevocable trust for other postemployment benefits as required for reporting under Governmental Accounting Standards Board Statement No. 45.

Computer Systems

The City’s accounting/financial system is Tyler Munis.

Assistance Provided to the Auditor and Report Preparation

City staff will prepare various statements, schedules and other supporting documentation for the auditor. The specific nature of the schedules and their format will be discussed during the planning meeting and will be provided during audit fieldwork.

City staff will prepare, at a minimum, reconciliations of all bank accounts, summary schedules of all funds in a format agreed to, confirmation letters, listing of cash investments, subsidiary listings of various asset, liability, equity, expense or expenditure and revenue accounts, and other “prepared by client” (PBC) items.

The City is responsible for preparation, word processing and printing of the CAFR. The auditor is responsible for the Auditors’ Opinion for the CAFR, the Single Audit Report (staff will prepare the Schedule of Expenditures of Federal Awards for purposes of the audit) and BBB reports, all other reports and the Management Letter.

1.3 Contact Information

Any inquiries or requests regarding this procurement should be submitted via OpenGov. Other City officers, agents, employees or representatives do not have authority to respond on behalf of the City. Contact with unauthorized City personnel during the selection process may result in disqualification.

Stephanie Manglaras Financial Operations Manager 1685 Main Street

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PROFESSIONAL AUDITING SERVICES

Santa Monica, CA 90401 Email: stephanie.manglaras@santamonica.gov Phone: (818) 458-8272 Department:

Finance Department

Department Head:

Gigi Decavalles-Hughes Finance Director

1.4 Timeline

Proposal Calendar

The following is a list of key dates:

Release Project Date August 30, 2023

Question Submission Deadline September 8, 2023, 3:00pm

Question Response Deadline September 15, 2023, 3:00pm

Proposal Submission Deadline October 3, 2023, 3:00pm

Interviews by invitation only (if required)

Final candidate interviews October 23-25, 2 TERM

The City of Santa Monica, (referred to hereafter as “the City”) is inviting proposals from qualified persons or firms for an initial term of Five (5) years., with 0 for renewal of 0 each, to be exercised at the City’s sole discretion.

3 SCOPE OF WORK

Insert detailed statement/scope of work and deliverables including reporting requirements. List the criteria that must be met and that will be used to score and evaluate the proposals.

mailto:stephanie.manglaras@santamonica.gov tel:(818)458-8272

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3.1 Scope of Work

The City intends to enter into a five-year contract. The contract will be subject to annual review, satisfactory performance of the auditing firm, the satisfactory negotiation of contract terms (including a price acceptable to both the City and the selected firm), and the annual availability of an appropriation and will be subject to termination without cause.

No subcontracting or joint venture arrangements will be allowed without the express prior written consent of the City.

The auditor will perform work and issue related reports as follows:

a. The auditor will perform an audit of the City’s basic financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information in accordance with all applicable auditing standards, with the objective of expressing an opinion on the financial statements.

b. The auditor will perform an audit of the City’s Big Blue Bus Fund’s basic financial statements in accordance with all applicable auditing standards with the objective of expressing an opinion on the financial statements.

c. The auditor will perform agreed-upon procedures to test and report on the City’s Federal Funding Allocation Statistics for the City’s annual National Transit Database report.

d. The auditor will perform an audit of the City’s Air Quality Improvement Program in conformance with all applicable auditing standards with the objective of expressing an opinion as required by the State of California South Coast Air Quality Management District.

e. The auditor will perform an audit of the City’s Federal awards in conformance with all applicable auditing standards with the objective of expressing an opinion on the Schedule of Expenditures of Federal Awards. The auditor will also prepare and submit to HUD an electronic REAC submission for the City’s Section 8 program.

f. The auditor will perform agreed-upon procedures to test and report on the City’s GANN appropriation limitation calculation in accordance with attestation standards established by the American Institute of Certified Public Accountants.

g. The auditor is expected to make an immediate, written report of all irregularities and illegal acts, or indicators of illegal acts of which they become aware to the City Manager, the Director of Finance, City Council, and the Audit Subcommittee.

h. The auditor is expected to report on the City’s internal control over financial reporting and report to management any observations concerning significant deficiencies or material weaknesses.

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i. The auditor is expected to communicate with the City Council and the Audit Subcommittee as required by Statement on Auditing Standards No.

114, the Auditor’s Communication with Those Charged with Governance.

j. The auditor is expected to assist the City, as necessary, to meet the requirements of the Government Finance Officers (GFOA) Certificate of Achievement in Financial Reporting Program.

Auditing Standards to be followed

To meet the requirements of this RFP, the audit shall be conducted in accordance with the following standards:

a. Auditing standards generally accepted in the United States of America, as promulgated by the American Institute of Certified Public Accountants (AICPA) or any successor body, including standards related to fraud detection. Such standards must include specific requirements found in AICPA audit guides for audits of state and local governments and for assessing and responding to audit risk in a financial statement audit.

b. Government Auditing Standards, issued by the Comptroller General of the United States.

c. The provisions of the Single Audit Act of 1996, as amended.

d. The provisions of the (OMB) Circular A-133, Audits of States, Local Governments and Non-Profit Organizations.

e. Specific auditing standards relating to any grant agreement determined to be material by the auditor for purposes of the examination of the basic financial statements.

f. Any other applicable standards for conducting examinations of those items outlined in Section IVA above.

A.

B.

C.

Working Paper Retention and Access to Working Papers

All working papers and reports must be retained, at the auditor’s expense, for a minimum of seven (7) 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 by the City.

List of Financial Reports with Reporting Deadlines

The CAFR must be completed to meet the submission deadlines of the GFOA (December 31) and the following reports by their respective due dates: National Transit Database due October 31, BBB basic financial statements due December 31, GANN Appropriations Limit Calculation Agreed-Upon Procedures due December 31, Air

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Quality Management District (AQMD) Report due February 5, and Single Audit Report due March 31.

Detailed Work Plan

Proposals should include a detailed work plan that will ensure that all the above reporting deadlines are met. Work plans should include, but are not limited to, timing of audit planning meetings, schedule and plan for interim and final audit fieldwork, and entrance and exit conferences. The work plan should also include the method of communicating progress, identified issues, requested documents, and timelines in the administration of the audit.

Presentation to the Audit Subcommittee and City Council

The City reserves the right to request that the engagement partner be present at relevant City Council or Audit Subcommittee meetings.

3.2 Vendor Requirements

Licensing or certifications: Certified Public Accounting Firm with qualification including professional licenses and certifications.

Minimum years of experience: At least 5 years of recent relevant experience on similar engagements.

Consultant should participate in a peer review program and provide most current completed peer review report, related letters of comments and firm’s responses to letters of comments.

4 QUESTIONS AND ANSWERS

Vendor Queries Due Questions must be submitted online in the “Q&A” tab. The City will only accept or respond to questions submitted through the online vendor portal.

5 VENDOR QUESTIONNAIRE

5.1 Proposal

5.2 Letter of Transmittal*

Please upload your letter of Transmittal as a PDF here. Make sure to include the following items.

A. Identify the submitting organization;

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B. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization;

C. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization;

D. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification;

E. Be signed by the person authorized to contractually obligate the organization;

F. Acknowledge receipt of any and all amendments to this RFP.

*Response required

5.3 Qualifications*

Provide a brief summary of your company’s history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications.

*Response required

5.4 Key Personnel*

Describe the project team composition and include resumes of key personnel. Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award.

*Response required

5.5 References*

List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm’s role, and the start and completion date.

*Response required

5.6 Project Work Plan*

Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.

*Response required

5.7 Cost Proposal*

Provide a proposed total fee outlining the proposal and identify the hourly fee schedule for all personnel to be involved in the project. The hourly rates should include fringe benefits, indirect costs and profit. The Consultant should also indicate what percentage of the scope of work is expected to be completed by each individual or pay classification

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included in fee proposal. Additionally, if applicable, a schedule of reimbursable expenses should be included.

*Response required

5.8 Other Required Responses

5.8.1 Business License Requirements

WHO NEEDS A BUSINESS LICENSE?

1. Is this vendor physically located in the City of Santa Monica?

Yes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to “ADDITIONAL REQUIREMENTS” section below)

No (Continue to the next question)

2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries?

Yes(Vendor must have a City of Santa Monica Out-of City Business License. contact the Business License unit for the appropriate forms. Continue to “ADDITIONAL REQUIREMENTS” section below)

No(STOP, no license needed)

ADDITIONAL REQUIREMENTS:

If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICENSE, they will be required to have insurance (see agreement for descriptions).

The business license documentation is only required from the successful Proposer.

5.8.2 Notice Regarding Disclosure of Contents of Documents*

All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the

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City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

☐ Please confirm

*Response required

5.8.3 Oaks Initiative*

CITY OF SANTA MONICA OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING

DISCRETIONARY PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY

OF SANTA MONICA

Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

• OAKS_INITIATIVE_FORM.pdf

• OAKS_INITIATIVE_FORM_-_Exam...

*Response required https://government-project.s3.us-west-2.amazonaws.com/47043/abd14927-fc28-4c52-b1d3-483bf17bebad_OAKS_INITIATIVE_FORM.pdf?AWSAccessKeyId=AKIARC2J5PZDGOGWDMYG&Expires=1694725869&Signature=665PnYGUel%2FeEuX0v1dyM8dwyEI%3D&response-content-disposition=attachment%3B%20filename%3D%22OAKS_INITIATIVE_FORM.pdf%22 https://government-project.s3.us-west-2.amazonaws.com/47043/3200d340-ceaf-43f6-8fdb-0244a0434690_OAKS_INITIATIVE_FORM_-_Example_revised_06.07.23.pdf?AWSAccessKeyId=AKIARC2J5PZDGOGWDMYG&Expires=1694725869&Signature=rGVVQmNI7GIf7ttysgO6JWk%2Fm%2BE%3D&response-content-disposition=attachment%3B%20filename%3D%22OAKS_INITIATIVE_FORM_-_Example_revised_06.07.23.pdf%22

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5.8.4 Living Wage Ordinance Certification*

CITY OF SANTA MONICA LIVING WAGE ORDINANCE

Certification for Providers of Services to the City of Santa Monica (Fiscal Year 23/24 – July 1, 2023 through June 30, 2024)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY

OF SANTA MONICA IN EXCESS OF $54,200

The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $19.73 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions to:

City of Santa Monica Finance Department Attention: Living Wage Compliance Section 1685 Main Street, Mail Stop 09 Santa Monica, CA 90401

You can also contact staff regarding living wage ordinance questions by e-mail at finance.mailbox@smgov.net or by phone 310-458-8281.

• FY23-24_Living_Wage_Certifi...

*Response required

5.8.5 Certificate of Compliance*

Please upload your completed Certificate of Compliance document here.

• Certification_of_Compliance...

*Response required https://government-project.s3.us-west-2.amazonaws.com/47043/bc772dd4-11e9-4a6a-b41f-ab06f32722f0_FY23-24_Living_Wage_Certification.pdf?AWSAccessKeyId=AKIARC2J5PZDGOGWDMYG&Expires=1694725869&Signature=z1wtJ22PAnMrHaxPPXZA2IiI0Ro%3D&response-content-disposition=attachment%3B%20filename%3D%22FY23-24_Living_Wage_Certification.pdf%22 https://government-project.s3.us-west-2.amazonaws.com/47043/294f31b8-a812-425c-9a19-649387ed2d22_Certification_of_Compliance_Form.pdf?AWSAccessKeyId=AKIARC2J5PZDGOGWDMYG&Expires=1694725869&Signature=uJew48bFwgeKx2WGwHdLcmG9pqo%3D&response-content-disposition=attachment%3B%20filename%3D%22Certification_of_Compliance_Form.pdf%22

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5.8.6 Non-Discrimination Policy, Debarment Certification & Non- Collusion Declaration*

Please download the below documents, complete, and upload.

• Proposal_Forms_(10).pdf

*Response required

6 EVALUATION CRITERIA

No. Evaluation Criteria Scoring Method Weight (Points)

1. Interview (If requested) Interviews, if necessary, will be upon invitation only and granted to the proposers with the highest preliminary scores.

Interviews TBD during October 16-31.

Points Based 5 (5% of Total)

2. Ability to Meet Project Workplans and Timelines The capability to perform the work within the desired time frame. The ability and past experience in assembling a highly qualified staff. The ability to provide the City with approval of management and representatives assigned to the engagement and assurance of continuity of staff. Efficiency and timeliness in completion of projects; specifically note where required reporting deadlines were not met.

Points Based 15 (15% of Total)

3. Experience Level of the firm’s previous projects of comparable complexity, scale and nature;

training and proven expertise in the area of work required; experience in projects completed for public entities. Experience with transit agencies. The firm’s proposed work plan including audit process and methodology. Experience in presentations and providing technical expertise to audit committees and other City Councils.

Points Based 20 (20% of Total)

4. Value Add/Breadth of Service The consultant’s ability to provide insight and information related to new accounting standards or industry best practices; ability to effectively communicate information to management and Audit Subcommittee; and provide technical training or resources.

Points Based 10 (10% of Total) https://government-project.s3.us-west-2.amazonaws.com/47043/38578718-f7ba-4c5d-ad88-08ae33fdd4f7_Proposal_Forms_%2810%29.pdf?AWSAccessKeyId=AKIARC2J5PZDGOGWDMYG&Expires=1694725869&Signature=CgIrmGsK7g%2BiwH0cmaoH6jeN2RI%3D&response-content-disposition=attachment%3B%20filename%3D%22Proposal_Forms_%2810%29.pdf%22

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5. Stability / References Evidence of insurance and description of firm size and structure, including number of partners and owners. The audit firm is independent and licensed to practice in California. At least three references from public entities of similar size and scope.

Points Based 10 (10% of Total)

6. Quality Control Consultant should participate in a peer review program and provide most current completed peer review report, related letters of comments and firm’s responses to letters of comments. Consultant’s internal processes should ensure work is performed in accordance with applicable auditing standards, subject to system of quality assurance, and consultant takes all necessary steps to ensure its independence. Consultant should have a process for resolving accounting and financial reporting issues and have a process in place to address any issues with management and the Audit Subcommittee in a timely and effective manner.

Points Based 20 (20% of Total)

7. Cost of Services, Cost Control The consultant’s overall cost proposal for the project should reflect cost effective work and services. Cost control, performance within budget allocations, and clear communication with City staff are essential to the success of this project.

Brief descriptions of previous project experiences should be used as examples of how this was achieved with former clients, along with key examples of the firm’s accuracy in cost estimating.

Points Based 20 (20% of Total)

7 AWARD PROCESS

7.1 Selection

The City of Santa Monica, through either the City Council or the City Manager (or his designee) has the sole authority to select the consulting firm and reserves the right to reject any and all proposals. The City reserves the right to approve or reject all sub-consultants and engineers proposed to be retained by the prime consultant. Upon signing of the agreement, no change in proposed personnel or sub-consultants can be made without the City’s review and written authorization.

By submitting a response to this RFP, prospective consultants waive the right to protest after award or seek any legal remedies whatsoever regarding any aspect of this RFP.

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The City reserves the right to select any number of finalists. In addition, the City reserves the right to issue written notice to all prospective consultants of any changes in the RFP terms or proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary.

The City reserves the right to request additional information from any proposing consultant and to reject any and all proposals. All original work products, including computer files, shall remain the property of the City.

The City reserves the right to retain an expert to evaluate the proposing consultant’s work or qualifications at all stages in the selection process. Additionally, any contract entered into will be subject to termination at any stage if in the judgment of the City, such termination is in the best interest of the City. In the event such decision is made, appropriate written notice would be given before any termination and the consultant would be compensated on a pro-rata basis for work performed.

The responsible proposer whose proposal is the most advantageous to the City, taking to consideration all the evaluation factors will be recommended for the contract award.

Notwithstanding the Evaluation Team’s selection, the City reserves the right to award this RFP and the resultant Contract in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion. The City is the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP.

7.2 Contract Award and Execution

Selection of a proposer with whom the City enters into contract negotiations with, or a recommendation of an award by the Evaluation Committee or any other party, does not constitute an award of Contract. Once the City formally awards the contract, the successful consultant will be notified to enter into an agreement. If the selected consultant does not enter into the agreement, the City will begin negotiations with the second highest ranking proposing consultant.

Please review all contract forms prior to submitting a proposal. The City of Santa Monica intends to use these forms as the baseline agreements with the successful consultant. The City will not entertain proposals to make material changes to the contract form once the project has been awarded. If you wish to request changes to the contracting forms, you must do so during the proposal process. In addition, the City requires compliance with several other policies and ordinances, proposing consultants will need to complete these Exhibits and submit with their Proposal.

The RFP document and the successful proposal response, as amended by agreement between the City of Santa Monica and the successful consultant, will become part of the contract documents. Additionally, the City of Santa Monica may verify the successful consultant’s representations that appear in the proposal. Failure of the successful consultant to perform as represented may result in elimination of the successful consultant from further negotiation or in contract cancellation or termination.

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No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a consultant shall be binding. The City of Santa Monica shall not be bound, or in any way obligated, until the City has awarded the contract and all documents have been executed. The proposing consultant may not incur any chargeable costs prior to final contract execution.

8 TERMS & CONDITIONS

8.1 Best Qualified Person Or Firm

The award, if any, will be made to the best qualified person or firm(s). In evaluating whether a proposer(s) is (are) the best qualified person or firm(s) pursuant to the Santa Monica Municipal Code, City staff may utilize some or all of the following criteria:

A. The training, credentials and experience of the person or firm;

B. The demonstrated competence, ability, capacity and skill of the person or firm to perform the contract or provide the services;

C. The capacity of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay;

D. The sufficiency of the person’s or firm’s financial and other resources;

E. The character, integrity, reputation and judgment of the person or firm;

F. The ability of the person or firm to provide such future service as may be needed;

G. The price which the person or firm proposes to charge, including whether the price is fair, reasonable and competitive; and

H. Any other factor which will further the intent set forth in Section 608 of the City Charter.

The City shall have absolute discretion in determining the applicability and weight or relative weight of some or all of the criteria listed above and is not required to select the lowest monetary proposer.

8.2 Receiving Time / Late Proposals

It is the responsibility of proposer to see that their proposal is submitted with sufficient time to be received by the City prior to the proposal closing time. The receiving time in the City Office will be the governing time for acceptability of proposals.

Late proposals are not accepted.

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8.3 Acceptance of Conditions Governing this RFP

Submission of a proposal constitutes acceptance of the Evaluation Factors contained in this RFP.

8.4 Incurring Cost

Any cost incurred by the proposer in preparation, transmittal, presentation of any proposal or material submitted in response to this RFP shall be borne solely by the proposer.

8.5 Prime Consultant Responsibility

Any agreement that may result from the RFP shall specify that the prime consultant is solely responsible for fulfillment of the agreement with the City. The City will make agreement payments only to the prime consultant.

8.6 Sub-consultants

Use of sub-consultants must be clearly explained in the proposal, and major sub-consultants must be identified by name. Prime consultants shall be wholly responsible for the entire performance whether or not sub-consultants are used.

8.7 Amended Proposals

A proposer may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City personnel will not merge, collate, or assemble proposal materials.

8.8 Proposer’s Rights to Withdraw Proposal

Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The proposer must submit a written withdrawal request signed by the proposer’s duly authorized representative addressed to the City Contact.

8.9 Proposal Offer Firm

Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the due date for receipt of proposals or sixty (60) days after receipt of a best and final offer, if one is requested.

8.10 Best and Final Offer

The City reserves the right to request Best and Final Offers from any or all proposers.

This will be the only opportunity to amend or modify proposals based on feedback from

Request for Proposals

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the City. Information from competing proposals will not be disclosed to other proposers prior to submission of a Best and Final Offer.

8.11 Living Wage Requirement

Any agreement issued as a result of this Request for Proposal may be subject to the City’s Living Wage Ordinance, Santa Monica Municipal Code Chapter 4.65 (LWO), and its implementing regulations.

8.12 Disclosure of Proposal Contents

All proposals are subject to the provisions of the California Public Records Act, California Government Code section 6250 et seq., and any information submitted with a response is a public record subject to disclosure, unless a specific exemption applies.

8.13 Notice Regarding Disclosure of Contents of Documents

All responses to this Request for Proposal (RFP) accepted by the City of Santa Monica (City) shall become the exclusive property of the City. All proposals accepted by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are defined by the contractor as business or trade secrets and plainly marked as "Trade Secret", "Confidential" or "Proprietary". Each element of a proposal which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required or permitted under the California Public Records Act, or otherwise by law, the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

8.14 No Obligation

This RFP in no manner obligates the City to the eventual rental, lease, purchase, etc., of any goods or services offered until a valid written agreement is executed by the City and the selected proposer.

8.15 Termination

This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the City determines such action to be in the best interest of the City of Santa Monica.

8.16 Sufficient Appropriation

Any agreement awarded for multiple years as a result of this RFP may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected

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by sending written notice to the selected proposer. The City’s decision as to whether sufficient appropriations and authorizations are available will be accepted by the selected proposer as final.

8.17 Errors and Restrictive Specifications

If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, the proposer should immediately notify the City Contact designated in Section I, B. Without disclosing the source of the request, the City may issue a written addendum to clarify the ambiguity, or to correct the problem, omission, or other error.

If prior to the submission date, a proposer knows of or should have known of an error in the RFP but fails to notify the City Contact of the error, the proposer shall submit their proposal at his, her or its own risk, and, if awarded an agreement, shall not be entitled to additional compensation or time by reason of error or its later correction.

8.18 Legal Review

The City requires that all proposers agree to be bound by the General Requirements contained in this RFP.

8.19 Governing Law

This RFP, and any agreement entered into pursuant to this RFP, are governed by the laws of the State of California.

8.20 Oral Changes and Basis for Proposal

Proposers may not rely upon oral explanations. All changes and addenda will be issued in writing. Only information supplied by the City in writing through the City’s Contact, or in this RFP should be used as the basis for the preparation of proposals.

8.21 Agreement Terms and Conditions

The agreement between the City and the selected proposer(s) will follow the format specified by the City and contain the terms and conditions set forth in Exhibit A, Professional Services Agreement. However, the City reserves the right to negotiate with a successful proposer the final provisions or provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful proposal will be incorporated into and become part of the agreement.

Should a proposer object to any of the City’s terms and conditions, as contained in this Section or in Exhibit A, that proposer must propose specific alternative language in his, her, or its proposal. Proposer must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. The City may or may not accept the alternative language. General references

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to the proposer’s terms and conditions or attempts at complete substitutions are not acceptable to the City and may result in disqualification of the proposer.

8.22 Proposer’s Terms and Conditions

Proposers must submit with the proposal a complete set of any additional terms and conditions that they expect to have included in an agreement negotiated with the City.

8.23 Proposer Qualifications

The City may make such investigations as necessary to determine the ability of the proposer to adhere to the requirements specified within this RFP.

8.24 Right to Waive Minor Irregularities

The City reserves the right to waive minor irregularities and the right to waive mandatory requirements, provided that all of the otherwise responsive proposals fail to meet the same mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of the City.

8.25 Change in Agreement or Representatives

The City reserves the right to require a change in the selected proposer or representatives if the assigned representatives are not, in the opinion of the City, meeting its needs adequately.

8.26 City Rights

The City reserves the right to award the proposal to separate proposers on any of the services as set forth in the proposer’s proposal. It is further understood that if the proposer to whom any recommended award is made fails to enter into an agreement with the City, award may be made to the next best qualified person or firm, who shall be bound to perform as if she, he or it received the award in the first instance.

8.27 Right to Publish

Throughout the duration of this procurement process and agreement term, potential proposers, and proposers, must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by this procurement or the subsequent agreement. Failure to adhere to this requirement may result in disqualification of the proposer or termination of the agreement.

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8.28 Ownership of Proposals

All documents submitted in response to the RFP shall be become the property of the City of Santa Monica and are subject to the provisions of the California Public Records Act, as described in Section II. A. 11. herein.

8.29 Agreement Award

Proposal will be evaluated by a committee comprised of City staff and may include outside consultants (the “Evaluation Committee”). The Evaluation Committee will make an award recommendation to City staff. City Council may give approval of the agreement and/or direct staff to negotiate the final terms and execute the agreement.

This agreement shall be awarded to the proposer or proposers whose proposal is best qualified, taking into consideration the evaluation factors set forth in the RFP. The most qualified proposal may or may not have received the most points or be the lowest cost proposal. Proposers will be notified when the award is being made or an award recommendation goes to the City Council for approval.

8.30 Protest Deadline

All parties wishing to file a protest shall comply with the procedures set forth in Santa Monica Municipal Code section 2.24.260 found here. Proposer may file a written protest with the Director of Finance no more than seven calendar days following the posting of award recommendation on the City’s online vendor portal website.

Protests received after the deadline will not be accepted.

8.31 Records and Audits

The Consultant shall maintain such detailed records as may be necessary to demonstrate its performance of the duties required by this Agreement, including the date, time and nature of services rendered. These records shall be maintained for a period of three years from the date of the final payment under this Agreement and shall be subject to inspection by City. The City shall have the right to audit any billings or examine any records maintained pursuant to this Agreement both before and after payment. Payment under this Agreement shall not foreclose the right of City to recover excessive and/or illegal payments.

8.32 Enforcement of Agreement/Waiver

A party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Agreement shall be effective unless expressed in writing and signed by the party alleged to have granted the waiver. A waiver by a party of any of its rights shall not be effective to waive any other rights.

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