HomeMy WebLinkAbout25A - AGMT - FINANCIAL AUDIT SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MARCH 17, 2015
TITLE:
AMEND AGREEMENT WITH MACIAS GINI &
O'CONNELL, LLC, FOR COMPREHENSIVE
FINANCIAL AUDIT SERVICES
(STRATEGIC PLAN NO. 7, 5, f)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 18' Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Macias Gini &
O'Connell, LLP (MGO), subject to non - substantive changes approved by the City Manager and
City Attorney, to exercise its option for MGO to provide comprehensive financial audit services to
include fiscal year ending June 30, 2015; for MGO to perform the necessary audit service relating
to the implementation of Governmental Accounting Standards Board (GASB) Statement No. 68;
and for MGO to provide an agreed upon procedure audit of the City's Indirect Cost Allocation in
accordance with the Office of Management and Budget (OMB) Final Guidance on Grant Reform.
DISCUSSION
On April 16, 2012 the City Council awarded a three -year contract to Macias Gini & O'Connell,
LLP to provide comprehensive financial audit services for the following periods: fiscal year 2011-
12 thru 2013 -14 and the option to renew annually for two succeeding years in an annual amount
not to exceed $208,000. The City is recommending MGO to continue to provide audit services in
order to increase staff's knowledge in development of effective and efficient financial statement
presentation and also due to their expertise in two new critical reporting areas.
During the three most recently completed fiscal years, MGO has enhanced City staff's knowledge
in developing and maintaining true, current and accurate financial statements for the City's
internal and external customers via their examination of the City's books and records and
auditing of the Comprehensive Annual Financial Report. MGO has also provided City staff
guidance regarding the impact to financial statements as a result of new accounting
pronouncements.
Additionally, in order to address the challenges faced by cost - sharing plan employers, the
American Institute of Certified Public Accountants ( AICPA) has been working closely with GASB.
As a result, in May 2014 technical guidance, commonly referred as a whitepaper, was prepared
by the AICPA State and Local Government Expert Panel (SLGEP) detailing accounting and
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Amend Agreement with Macias Gini &
O'Connell LLP
March 17, 2015
Page 2
auditing issues facing governmental employers that participate in Agent Multiple - Employer
Defined Benefit Pension Plan as well as best practice solutions to address these items. MGO
actively participated in the SLGEP and was selected by CalPERS to assist in the implementation
of their GASB No. 68 audit services.
GASB Statement No. 67 and 68 Requirements
In June 2012, the Governmental Accounting Standards Board (GASB) issued two new standards
that substantially changed the accounting and financial reporting of public employee pension
plans and the state and local governments that participate in such plans. GASB Statement No.
67, Financial Reporting for Pension Plans revises existing guidance for the financial reports for
most governmental pension plans. GASB Statement No. 68, Accounting and Financial Reporting
for Pensions revises and establishes new financial reporting requirements for most governments
that provide their employees with pension benefits. GASB Statement No. 67 is applicable to
CalPERS and effective for financial statements for fiscal years beginning after June 15, 2013.
GASB Statement No. 68 is applicable to employers and effective for financial statements for
fiscal years beginning after June 15, 2014.
The City of Santa Ana contributes to the California Public Employees Retirement System
(CalPERS), an agent multiple - employer public employee defined benefit pension plan.
GASB Statement No. 68 requires employers to recognize a liability as employees earn their
pension benefits (that is, as they provide services to the government). To the extent that a long-
term obligation to provide pension benefits (that is, total pension liability) is larger than the value
of the assets available in the plan (that is, fiduciary net position) to pay pension benefits,
employers must report a net pension liability on the employer's accrual -based financial
statements for the first time.
Challenges of Employers in Agent Multiple - Employer Plans and the Auditors
An agent multiple - employer plan (agent plan) is one in which the assets of the employers are
pooled for investment purposes but separate accounts are maintained for each individual
employer. To comply with GASB Statement No. 68, agent plan employers will also need
information beyond what is provided in the plan's financial statements. GASB Statement No. 67
does not require the plan administrator (CaIPERS) to report specific pension amounts, actuarial
information, and fiduciary net position for each individual employer.
The City (employer) does not have direct access to the underlying plan's records and data
supporting such amounts. Similarly, the City auditors face challenges in obtaining sufficient and
appropriate audit evidence regarding the specific pension amounts included in City's financial
statements.
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Amend Agreement with Macias Gini &
O'Connell LLP
March 17, 2015
Page 3
Indirect Cost Allocation Plan Audit Requirement
On December 26, 2013 the OMB issued a final ruling on the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards for recipient fiscal
year starting after December 26, 2014. One of the requirements is the audit of City's Indirect
Allocation Plan which the City utilizes as a mechanism to recover City's central administrative
service costs for its respective grant funds.
As a result of MGO's knowledge and expertise relating to the newly required pension reporting
requirements and examination of the City's indirect cost allocation, staff is recommending
retaining MGO to provide necessary audit services for fiscal year ended June 30, 2015.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #7 Team Santa Ana, Object # 5 (Create a
culture of innovation and efficiency within the organization), Strategy F (Explore opportunities to
engage with outside agencies, both private and public, to share information and increase
efficiencies)
FISCAL IMPACT
Funds in the amount of $124,968 (account no. 01110110 - 62300) are available for these services
and are included in the fiscal year 2014 -15 and 2015 -16 budget within the Accounting Division
Contract Services- Professionals related to the City's General Fund. Additional funds in the
amount of $8,360 are budgeted in the Successor Redevelopment Agency (account no. 67118021
62400), CDBG in the amount of $18,205 (account no. 1351878062400), Housing Authority in the
amount of $25,530 (account no 14018760 - 62400), the Workforce Investment programs in the
amount of $1,552 (account no. 12318748 - 62400) and various other grant funds in the amount of
$29,385.
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
aIffiffiA
Exhibit: 1. Agreement )111v. Yg0
Ste 6qt
fg6L_ 135'
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FIRST AMENDMENT TO AGREEMENT FOR
PROVISION OF FINANCIAL AUDIT SiSRVICES
TH18 FIRST AMENDMENT to the Agreement for Provision of Financial Audit Services is entered
into this 17th day of March, 2015, by and between Macias, Ciro & O'Connell, LLP, a California
corporation (hereinafter "AUDITOR', and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California (hereinafter "CITY "),
RECITALS
A. The CITY and AUDITOR entered into an Agreement #A- 2012 -081 (hereina m, "Agreoment "),
dated April 16, 2012 to provide independent audit of the CITY's finanolal statements and records for fiscal
years 2011.2012, 2012 -2013, and 2013 - 2014,
B. In accordance with the terms and conditions of the Agreement, the Parties desire to extend the term
of the Agreement to incl ado fiscal year 2014.2015 and amond the original cost proposal to pay for services
during the extended term.
WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter
contained and made, and subject to all of the terms and conditions of the Agreement as hereby amended,
the Parties hereby agree as follows;
I. Section 4, COMPENSATION, shall be amended to provide that in addition to the payments already
authorized tinder the Agreement, AUDITOR will accept as total payment for its financial audit
services relating to fiscal year 2014.2015 the fees identified on Exhibit A to this First Amendment.
2, Section 5, TERM, shall be amended to extend the term of the Agreement through the completion of
financial audit services for fiscal year 2014 -2015.
3. Except as modified by this First Amendment, the terms and conditions of the Agreement remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on
the day and year first set forth above.
ATTEST; CITY OF SANTA ANA
Maria A. Hnizar David Cavazos
Clerk of the Council City Manager
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aatnnrrA
IFxorndToDe
Horlixtg ircountsxlttts:
City Audit (includes GASB 6a implementation servlcesl $ 140,718
Single. Audit (inducles 8 major programs) 44,200
GANN 1,030
City's Investment Policy Compliance Review 2,783
State Controller Reports City 8,461
State Controller Reports - RDA
Independent Financial report for RDA Successor Agency and the Housing
Successor Agency of the Redevelopment Agency and ABX12.6 compliance
City's Operational Audit
Housing Authority annual on-line attestation of the Financial Data Schedule 1,719
Bond disclosures attestation
PBID operational andRs
Orange Cotmty Fire Authority Agreed Upon Procedures Audit
Indiroct Cost Allocation Plan Agreed Upon Procedures 7,413
Total for Fiscal Year (not•to- exceed) "S 2>3R
*FY 2014/2015 City Audit and Single Audit Faes includes asslstanea with implementation of
GASB 68 and the Uniform Guidance.
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A- 2012 -081
INSURANCE NOT UN FILE
WORK MAY Nff PROCEEU
CLERK OF o�OUNCIL
_ 2 Z _ � 2 AGREEMENT FOR PROVISION OF
""WE:
A5�. FINANCIAL AUDIT SERVICES
THIS AGREEMENT, made and entered into this 16 'h day of April, 2012 by and between Macias,
Gini & O'Connell, LLP, a California corporation (hereinafter "AUDITOR "), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of the State
of California (hereinafter "CITY ").
RECITALS
CCU
A. The CITY issued a Request for Proposals, dated February 6, 2012, for an independent audit
of its financial statements and records.
B. Pursuant to said invitation, AUDITOR submitted a proposal which is hereby accepted by
CITY for provision of said professional service.
/J C. AUDITOR is recognized as a competent and qualified certified public accountant, duly
authorized to practice and licensed as such by the California State Board of Accountancy.
D. In undertaking the performance of this Agreement, AUDITOR represents that it is
knowledgeable in its field and that any services performed by AUDITOR under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
AUDITOR shall provide financial auditing services for CITY's 2012 -2014 fiscal years, as set
forth in CITY's Request for Proposals, attached hereto as Exhibit A, and incorporated by this reference.
Said services shall be d accordance with the process set forth in AUDITOR'S Proposal,
attached hereto as Exhmii
11 exhibits referenced herein and attached hereto shall be incorporated by
reference as though attached in their entirety.
2. REPRESENTATIVES
For purposes of implementing this Agreement, the representative of CITY shall be the Executive
Director of the Finance and Management Services Agency, or his designated representative, and the
representative of the AUDITOR shall be Katherine V. Lai, CPA. Except as may be otherwise stated
herein, such representatives shall have the authority to act on behalf of their respective parties in carrying
out the terms of this Agreement.
3. DELIVERY OF WORK PRODUCT - OWNERSHIP
AUDITOR warrants and represents that it has the absolute right to enter into and perform this
Agreement and will perform its obligations hereunder in accordance with standards and practices
prevailing in the industry. AUDITOR's contribution to the Project, including works to be produced by
AUDITOR hereunder, will not infringe or misappropriate the proprietary or personal rights of any third
person or party. AUDITOR shall deliver to CITY any Independent Auditor's Reports and other signed
opinions which results from the services provided. Said work product shall be submitted in hard copy
and produced in a form compatible with CITY's information systems, as agreed between the Project
Manager and AUDITOR.
In regard to all work product produced as a deliverable under this Agreement, AUDITOR agrees,
for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) work
product shall be the property of the CITY, and may not be copyrighted without prior review from the
CITY, and (b) the authors of all such work product, whether copyrighted or not, award to the CITY, and
to its officers, agents and employees acting within the scope of their official duties, as a condition of
payment to the AUDITOR, a royalty-free, nonexclusive, irrevocable license throughout the world for
governmental purposes to disclose, publish, translate, reproduce, and use such work product.
4. COMPENSATION
a. CITY agrees to pay, and AUDITOR agrees to accept as total payment for its services, the rates
and charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The total sum to be
expended under this Agreement shall not exceed $208,000 per fiscal year, during the term of this
Agreement.
b. Payments to AUDITOR shall be made within thirty (30) days after receipt by CITY of
invoices from AUDITOR, which shall be rendered not more often than monthly. Special examinations,
surveys, or detailed reports of any nature outside the scope of this Agreement shall be billed separately by
AUDITOR and must be specifically authorized in writing by CITY in advance of such additional services
proposed to be provided. Payment need not be made for work which fails to meet the standards of
performance set forth in the Recitals which may reasonably be expected by CITY.
5. TERM
The term of this Agreement shall be for a period of three (3) consecutive years, beginning with
the fiscal year ending June 30, 2012. CITY shall retain an option in its sole discretion to extend auditing
services for one additional one -year period.
6. INDEPENDE9 N&ACTOR
AUDITOR shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to
create an employer- employee relationship, a joint venture relationship, or to allow the CITY to exercise
discretion or control over the professional manner in which AUDITOR performs the services which are
the subject matter of this Agreement; however, the services to be provided by AUDITOR shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
AUDITOR shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, AUDITOR shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
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a. Commercial General Liability Insurance. AUDITOR shall maintain commercial general
liability insurance which shall include, but not be limited to protection against claims arising from bodily
and personal injury, including death resulting therefrom and damage to property, resulting from any act or
occurrence arising out of AUDITOR's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such
insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as
additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by
the CITY; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired
and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the
Labor Code, AUDITOR, if AUDITOR has any employees, is required to be insured against liability for
worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work
under this Agreement, AUDITOR agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim, and $2,000,000 in the aggregate.
this section:
The following requirements apply to the insurance to be provided by AUDITOR pursuant to
(i) AUDITOR shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the CITY upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
LSZ9written notice to the CITY.
f. If AUDITOR 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 effect AUDITOR's right to be paid for its time and materials expended prior to
notification of termination. AUDITOR waives the right to receive compensation and agrees to indemnify
the CITY for any work performed prior to approval of insurance by the CITY.
8. INDEMNIFICATION
AUDITOR agrees to and shall indemnify and hold harmless the CITY, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the negligence,
recklessness or willful misconduct of the AUDITOR or its contractors, subcontractors, agents, employees,
or other persons acting on their behalf which relates to the services described in section 1 of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial
or equitable relief is due by reason of the negligence, recklessness or willful misconduct of AUDITOR
arising from this Agreement. The AUDITOR further agrees to indemnify, hold harmless, and pay all costs
for the defense of the CITY, including fees and costs for special counsel to be selected by the CITY,
regarding any action by a third party asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
or effects arising from this Agreement. CITY may make all reasonable decisions with respect to its
representation in any legal proceeding.
9. CONFIDENTIALITY
All information gained by AUDITOR in performance of this Agreement shall be considered
confidential and shall not be released by AUDITOR without CITY'S prior written authorization excepting
that information which is a public record and subject to disclosure pursuant to the CaliforniaPublic
Records Act, government Code Section 6250 et M. AUDITOR, its officers, employees, agents, or
subcontractors, shall not voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the project or cooperate in any way with a
party who may be adverse to CITY or whom AUDITOR reasonably should know may be adverse in any
subsequent litigation. AUDITOR shall incur no liability under this Agreement for materials submitted by
it which are later released by CITY, its officers, employees, or agents. AUDITOR shall also incur no
liability for statements made by it at any public meeting, or for any document released by it for which
prior written CITY authorization was obtained.
If AUDITOR or any of its officers, employees, consultants, or subcontractors does voluntarily
provide information in violation of this Agreement, CITY has the right to reimbursement and indemnity
from AUDITOR for any damages caused by AUDITOR'S conduct -- including attorney's fees.
AUDITOR shall promptly notify CITY should AUDITOR, its officers, employees, agents or
subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for
Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding
this agreement and the work performed hereunder. CITY retains the right, but not the obligation, to
represent AUDITOR and/or to be present at any deposition, hearing, or similar proceeding. AUDITOR
agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to
discovery requests provided by AUDITOR. However, CITY'S right to review any such response does not
imply or mean the ri^kAITi{ control, direct, or rewrite said response.
CITY warrants that AUDITOR will have fully met the requirements of this provision by obtaining
CITY'S written approval prior to providing documents, testimony, or declarations; Consulting with CITY
before responding to a Subpoena or court order; in the case of depositions upon providing Notice to CITY
of same; or providing CITY opportunity to review discovery responses prior submission. For purposes of
this section, a written authorization from CITY shall include a "faxed" letter.
10. CONFLICT OF INTEREST CLAUSE
AUDITOR covenants that neither it nor any officer or principal of their firm have any interests,
nor shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with
the performance of their services hereunder. AUDITOR further covenants that in the performance of this
Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or
subcontractor.
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II. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To CITY: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
facsimile (714) 647 -6956
With courtesy copies to:
and
Executive Director of the Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M -17)
P.O. Box 1988
Santa Ana, California 92702
facsimile (714) 647 -5414
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
facsimile (714) 647 -6515
To AUDITOR: Macias, Gini & O'Connell, LLP
Katherine V. Lai
4675 MacArthur Court, Ste 600
Newport Beach, California 92660
2 Facsimile (949) 221 -0035
A party may 9§1 e lts il dddress by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after
the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set
forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the CITY and
AUDITOR, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the CITY and by an authorized representative of AUDITOR. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms
5
and conditions hereof, shall not bind or obligate AUDITOR nor the CITY. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of AUDITOR,
AUDITOR may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's
prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to
limit the CITY's ability to have any of the services which are the subject to this Agreement performed by
CITY personnel or by other consultants retained by CITY.
14. TERMINATION
If, at any time during the term of this Agreement, CITY determines that AUDITOR is not
faithfully abiding by any term or condition contained herein, CITY may notify AUDITOR in writing of
such defect or failure to perform; which notice must give AUDITOR a ten (10) -day notice of time
thereafter in which to perform said work or cure the deficiency. If AUDITOR has not performed the
work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach
of this Agreement and CITY may terminate this Agreement immediately by written notice to the
AUDITOR to said effect. Thereafter, neither party shall have any further duties, obligations,
responsibilities or rights under this Agreement except, however, any and all obligations of AUDITOR'S
surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner
waived by the termination hereof. In said event, AUDITOR shall be entitled to the reasonable value of its
services performed from the beginning of the period in which the breach occurs up to the day it received
CITY'S Notice of Termination, less any offset from such payment representing the CITY'S damages from
such breach. CITY reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and
complete accounting of costs. In no event, however, shall AUDITOR be entitled to receive in excess of
the compensation quoted in its bid
15. ATTORNEYS FEES
In the event
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lion conimenced by either party to enforce any rights under this Agreement,
the prevailing party shall be entitled to recover reasonable attorney's fees and court costs, in addition to
any other relief granted by the Court.
16. DISCRIMINATION
AUDITOR shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other employment
related activities. AUDITOR affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
0
M
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
AUDITOR shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. AUDITOR shall notify the CITY immediately and in writing of its inability to
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
19. MISCELLANEOUS PROVISIONS
a. 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
fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that
such authority or power is not, in fact, held by the signatory or is withdrawn.
b. Captions and headings in this Agreement, including the title of this Agreement, are for
convenience only and are not to be considered in construing this Agreement.
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
///
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
CITY OF SANTA ANA
ATTEST:
_Y-
MARIA D. HUIZAR PAUL M. W LTERS
Clerk of the Council Interim City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
R
By:
La a needy
Assistant City Attorney
MACIAS, GINI & O'CONNELL, LLP
V �
VIN J. O' NNELL
CEO & Mana ng Partner
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