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HomeMy WebLinkAboutAgenda Report - June 6, 2018 C-20TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM Geo AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Three -Year Professional Service Agreement with Two Optional One -Year Extensions with The Pun Group, LLP, of Santa Ana, for Professional Auditing Services ($241,772) MEETING DATE: June 6, 2018 PREPARED BY: Deputy City Manager RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute a three-year professional service agreement with two optional one-year extensions with The Pun Group, LLP, of Santa Ana, for professional auditing services ($241,772). BACKGROUND INFORMATION: The City is required to produce a Comprehensive Annual Financial Report (CAFR). The previous professional audit firm under contract with the City to preform professional auditing services served in that role for fifteen years. It is best practice to switch audit firms from time to time through an RFP process. In March 2018, the City released a Request for Proposal (RFP) for Professional Auditing Services. On April 30, 2018, the City received responses from seven firms: • Badawi & Associates • Brown Armstrong CPAs • Lance, Soil & Lunghard, LLP • Maze & Associates • Mun CPAs • The Pun Group, LLP • Vavrinek, Trine, Day & Company The proposals were independently reviewed by a team of five City staff members, including: • Deputy City Manager • Supervising Accountant • Accountant • Electric Utility Rates & Resources Manager • Parks, Recreation and Cultural Services Director The proposals were evaluated on the following criteria • General Qualifications • Technical Quality o Expertise and Experience with similar agencies APPROVED: e • en Schwaba City Manager Adopt Resolution Authorizing City Manager to Execute a Three -Year Professional Service Agreement with Two Optional One - Year Extensions with The Pun Group, LLP, of Santa Ana, CA, for Professional Auditing Services ($241,772) June 6, 2018 Page 2 of 2 o Audit Approach • Price Based upon the evaluation of the information supplied in the proposals, the panel ranked the proposal by the Pun Group, LLP as the most responsive and advantageous to the City. The Pun Group provided a detailed work plan specifically addressing analytics, testing, additional services tb be include in their fee, and provided training for staff on new pronouncements and other requirements. The Pun Group was ranked number one by three reviewers, number two by one reviewer and number three by one reviewer. In addition, the Pun Group's on site audit team was substantially more experienced than the next closest competitor. The lead for Pun Group has thirteen years of experience auditing City's. The second best proposal had only four years of experience. Annual All -Inclusive Fee Structure is as follows: Year One - Fiscal Year 2017/18 - $79,000 Year Two - Fiscal Year 2018/19 - $80,580 Year Three - Fiscal Year 2019/20 - $82,192 Total Not to Exceed $241,772 Year Four (Optional) — Fiscal Year 2020/21 - $82,192 Year Five (Optional) — Fiscal Year 2021/22 - $82,192 FISCAL IMPACT: Costs for the audit services are included in the City's proposed Fiscal Year 2018/19 budget and the General Fund Long Range Financial Plan. FUNDING AVAILABLE: Not applicable CL4,11" )� . Andrew Keys Deputy City Manager AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 2018, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and The Pun Group, LLP, a California limited liability partnership (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Auditing Services (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on July 1, 2018 and terminates upon the completion of the Scope of Services or on June 30, 2021, whichever occurs first. Section 2.7 Option to Extend Term of Agreement At its option, City may extend the terms of this Agreement for an additional two (2) one (1)-year extension; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. 2 The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Andrew Keys, Deputy City Manager To CONTRACTOR: The Pun Group, LLP 200 E Sandpointe Ave., Suite 600 Santa Ana, CA 92707 Attn: Kenneth H. Pun, Managing Partner Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to 5 require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. 6 Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. 7 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: THE PUN GROUP, LLC, a California limited JANICE D. MAGDICH, City Attorney liability partnership By: By: Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Name: KENNETH H. PUN Title: Managing Partner Funding Source: Doc ID: CA:Rev.01.2015 (Business Unit & Account No.) 8 Exhibit A Scope of Work The Error! Reference source not found. is requesting an opinion as to the fair presentation of its basic financial statements in accordance with generally accepted accounting principles (GAAP) and applicable laws and regulations. These audits are to be performed in accordance with all applicable and generally accepted auditing standards, including, but not limited to, the following: • Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants. • The standards applicable to financial audits contained in the most current version of the Generally Accepted Government Auditing Standards (Yellow Book), issued by the Comptroller General of the United States. • The provisions of the Single Audit Act as amended in 1996. • The provisions of U.S. Office of Management and Budget (OMB) Uniform Guidance (formerly known as Circular A-133), Audits of State and Local Governments and Non -Profit Organizations and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. To accomplish this task, the Firm will: ✓ Perform an audit of all funds of the City. The audit will be conducted in accordance with Generally Accepted Government Auditing Standards. The CAFR will be in full compliance with all current GASB pronouncements. ✓ Provide assistance in meeting the requirements for the Government Finance Officers Association (GFOA) "Certificate of Achievement for Excellence in Financial Reporting". ✓ Prepare a Single Audit Report which will include the following: o Report on compliance and on internal control over financial reporting based on audit of financial statements performed in accordance with Government Auditing Standards. o Report on compliance with requirements applicable to each major program, internal control over compliance, and on the schedule of expenditures of federal awards in accordance with Uniform Guidance, "Audits of State and Local Governments", and the Single Audit Act of 1984 (Public Law 98-502). o Schedule of Expenditures of Federal Awards. o Notes to Schedule of Expenditures of Federal Awards. o Schedule of Findings and Questioned Costs. o Any other required schedules or reports. o Prepare the Data Collection Form for Reporting on Audits of States, Local Governments, and Non - Profit Organizations. ✓ Perform agreed-upon auditing procedures pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance. ✓ Issue a separate "management letter" that includes recommendations for improvements on internal control, accounting procedures and other significant observations that are considered to be no reportable conditions. Management letters should be addressed to the City Manager. ✓ Provide assistance in the implementation of applicable GASB pronouncements not yet in effect. The Firm will be available for consultation by phone on accounting and financial issues during the year at no extra cost. The Firm will also serve as auditor for certain addition projects and studies as may be deemed necessary by the City. The Firm will make an immediate written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: (a) City Manager; (b) Internal Services Director/Deputy City Manager; and (c) City Attorney. Supplemental reports, audits, or agreed-upon procedures must be added in a written agreement prior to commencing audit work. The Firm and the City will discuss and approved the scope and associated costs of these tasks. Working Paper Retention and Access to Working Papers The Firm will retain, at its own expense, all working papers and reports for a minimum of (7) seven years, unless the City notifies the Firm in writing of the need to extend the retention period. Upon request, the Firm will make working papers available to Error! Reference source not found. or other governmental agencies included in the federal or state grant audits. The Firm will comply with reasonable requests from successor auditors and allow them to review working papers that relate to matters of continuing accounting significance. Objectives of Our Services Our primary objective for the proposed audit is to examine the City's financial statements and express our opinion on their fairness of presentation, in accordance with generally accepted accounting principles. Other objectives that will benefit the City include the following: • To offer beneficial observations and recommendations about policies and procedures for accounting and operating controls • To identify opportunities to make City operations more efficient and reduce costs • To perform the audit efficiently and effectively, so disruption to office operations is minimized • To provide continuing advisory services so the City can implement recommendations • To meet these objectives at no additional cost to the City The Engagement Team will perform the audit in accordance with the Firm's quality -control procedures, which include following standard audit programs, careful planning, using industry -standardized software for auditing and internal control documentation, and welcoming an objective review of audit work. The Firm will supply portable computers to the onsite staff members. Our audit approach emphasizes careful planning, open communication, and proper assignment of responsibilities. This method ensures that audit requirements will be met with minimal disruption of the City's daily operations, and that the audit will proceed efficiently with full understanding between the Engagement Team and the City. Proposed Segmentation of the Engagement and Proposed Timeline The audit will be performed in four phases. Initial Planning Meeting I During a mutually acceptable time frame, normally May/June of each year. The Engagement Partner and Manager will meet with City's Management to get up to speed with City policies and procedures, establish any specific requirements Management may have, identification of unique transactions, implementation of new GASB pronouncements, and develop the audit work plan for the engagement. Interim I May commence August/September of each year. The Engagement Team—including the Engagement Partner—will assess accounting policies adopted by the City, obtain an understanding of the City and its operating environment, review internal controls on all significant transaction classes, perform walkthroughs and/or tests of internal control, perform preliminary analytical procedures, develop initial risk assessment, evaluate Single Audit compliance (if needed), identify any audit issues, and prepare confirmation correspondence. The Engagement Team and City Management will establish expectations including responsibilities and assignments for the year-end audit, and will hold a progress status meeting at the end of the Interim phase. Year -End I May commence by October of each year. The Engagement Team—including the Engagement Partner—will conduct audit procedures on account balances in the general ledger, finish confirmation procedures, perform preliminary analytical procedures, search for unrecorded liabilities, perform substantive analytical review procedures, complete work on compliance with Federal Assistance, and conclude fieldwork. The Engagement Team and City Management will hold an exit conference at the end of the Year -End phase. Periodic update meetings will be held to communicate audit progress to management. Reporting I Draft copies of reports will be provided by early November of each year; Final reports and management letter will be provided no later than November 15th of each year. Reports will be available for December 1st Council meeting. The Firm will review and prepare audit reports and perform quality control procedures in accordance with the Quality Control Standards issued by the AICPA. We will also review reports for compliance with GFOA reporting guidelines at no additional cost. Any comments will be issued in a letter to Management. At the City's request, the Engagement Partner and Manager will present the audit to the City's governing body. The Firm will complete the audit fieldwork and issue all reports within the established timeframe, assuming no internal City circumstances causes delays in the audit. Level of Staff and Number of Hours to be Assigned to Each Proposed Segment of the Engagement The Pun Group, LLP understands that the City is not only looking to employ our auditing services, but is also seeking to receive value within that professional relationship. We believe that our value is derived from our in-depth knowledge, experience, and commitment that our auditing firm employs. We stress and emphasize "employ", because all of the knowledge and expertise listed on paper will not benefit you unless it is applied. That is why we have developed a plan that we feel will accomplish the objectives of the City and your particular needs. Our Firm will utilize the information that you have shared with us and our experience from our previous audits of this nature, from various government entities and cities to develop an effective plan for all major areas. Example of Major Areas (not limited to): • Audit of the City's financial statements and the related notes to financial statements • Single Audit procedures and required reporting (if applicable) • Agreed-upon procedures on Appropriations Limit calculation • Communication with those charged with governance • Internal Control and Management Letters (if applicable) Total Hours: Staff Classification Performing Work Estimated Hours Annually Partners 76 Managers 114 Supervisory 129 Senior Accountants 152 Staff Accountants 281 Clerical 8 Total Annual Hours: 760 Hours by Audit Phase Hours Phase I- Planning 76 Phase II - Interim 228 Phase III - Year End 266 Phase IV- Reporting 190 Total Annual Hours: 760 Sample Size and the Extent to Which Statistical Sampling is to be Used in this Engagement In our audit approach, statistical sampling is used in conjunction with our skilled judgment and knowledge of each situation. When designing an audit sample, our auditors consider the purpose of the audit procedure and the characteristics of the population from which the sample will be drawn. We determine a sample size sufficient to reduce sampling risk to an acceptably low level and select items for the sample in such a way that we can reasonably expect the sample to be representative of the relevant population and likely to provide the auditor with a reasonable basis for conclusions about the population. Extent of Use of On -Site Automated Systems in the Engagement Our Firm uses two powerful software applications in our audit: CaseWare IDEA, which is a data mining software, and MindBridge, which is an artificial intelligence audit tool. We deploy these tools to allow our audit teams to increase efficiency in the process, to enhance the existing quality of our work, and to quickly assimilate large amounts of data your staff would normally be asked to gather. The tools also help us meet our professional requirements regarding fraud and internal control. The benefit to you is we: • Conduct more efficient and effective audits, while improving audit quality • Increase the value of audit findings with complete, 100% data coverage • Identify risk and control issues before they impact your business • Improve productivity by automating procedures and eliminating manual tasks Our engagement team can easily import data from the City's financial software and extract useful data for the purpose of testing and analytical procedures particular in the following areas: • Successful Fraud Test • Questionable Invoices • Phantom Vendor Schemes • Kickback or Conflict -of -Interest Schemes • Dormant Account Schemes • Money Laundering Schemes Type and Extent of Analytical Procedures to be Used in the Engagement Analytical procedures are one of many financial audit processes which help an auditor understand the client's operation and changes in the environment, and to identify potential risk areas to plan other audit procedures. Analytical Procedures includes comparison of financial information on prior periods, budget, forecast, and industry benchmark. We use trend and ratio analysis to identify any uncertain or unusual events. In order to perform these analysis, our firm performs a survey of cities and counties and develops benchmarks on certain key financial indicators, such as cost of services to tax revenues ratios, average general fund balance, capital assets, debt per capital, general fund unassigned fund balance to total general fund expenditures, etc. Our staff members have previous experience in successfully implanting analytical procedures to the City's benefit. Analytical procedures are performed at three stages of audit: at start, in middle and at end of audit. These three stages are risk assessment procedures, substantive analytical procedures, and final analytical procedures: • Risk assessment procedures are used to assist the auditor to better understand the business and to plan the nature, timing and extent of audit procedures. • Substantive analytical procedures are used to obtain evidential matter about particular assertions related to account balances or classes of transactions. During interim phase, our engagement team will set up expectations for the year-to-date results and balances and compare them with budgeted and prior -year amounts. This allows us to forecast year-end amounts, reducing the workload during the year-end phase and allowing us to focus on areas of concern. • Final analytical procedures are used as an overall review of the financial information in the final review stage of the audit. The Engagement Partner and Manager will perform a high-level analytical review of the financial information comparing the financial data for both quantitatively and qualitatively, to ensure the amount presented in the financial statements are fairly presented in all material respect. Approach to be Taken to Gain and Document an Understanding of the City's Internal Control Structure Audit risk assessment to be established by an internal control review, combined with the Engagement Team's understanding of the City's operations and accounting software. Using the Committee of Sponsoring Organizations (COSO) Framework, staff members will evaluate the City's processes and identify any control deficiencies. These diagnostic review procedures allow the Engagement Team to evaluate the City's systems and controls and to provide constructive feedback to City Management. During our initial planning phase of the audit, our engagement team, including the Engagement Partner and Manager will obtain an understanding of the entity and its environment. This is an essential aspect of performing an audit in accordance with generally accepted auditing standards. In particular, that understanding establishes a frame of reference within which the auditor plans the audit and exercises professional judgment about assessing risks of material misstatement of the financial statements and responding to those risks throughout the audit. During interim phase of the audit, our Engagement Team will perform a walkthrough of all significant accounting systems, including processes for financial reporting, revenue recognition and cash receipts, purchasing/contract management and cash disbursements, and payroll and related liabilities, etc. Our auditors will obtain the written policies and procedures, inquiring accounting personnel, and document the process in either a flowchart or narrative summary format. After obtaining an understanding of the accounting and internal control systems, our auditor will make a preliminary assessment of control risk, at the assertion level, for each material account balance or class of transactions. The form and extent of this documentation is influenced by the size and complexity of the entity and the nature of the entity's accounting and internal control systems. Generally, the more complex the entity's accounting and internal control systems and the more extensive the auditor's procedures, the more extensive our documentation will need to be. Approach to be Taken in Determining Laws and Regulations that Will be Subject to Audit Test Work The Firm stays continually up to date with audit requirements—including new regulations, compliance supplements, state guidelines, and pertinent contracts—to ensure that we conduct audits in accordance with applicable laws and regulations. We test transactions for compliance with the Single Audit Act, California Government Code, GANN Appropriations Limit, provisions of applicable grant guidelines, requirements of local measures, etc. For example, the Single Audit Act requires that we determine which grants to include in our audit and select transactions from those grants for detailed testing. While most transactions are tested as part of the Interim phase, we cannot determine which grants to test for the Single Audit until the Year -End phase of audit. Our compliance audits of cash, investments, debt covenants, and other areas are performed in accordance with the California Government code, which has many provisions and regulations covering investments. Approach to be Taken in Drawing Audit Samples for Purposes of Tests of Compliance To test compliance, we follow the AICPA's Audit Sampling Considerations of Uniform Guidance Compliance Audits. We will select an appropriate sample size based on our professional judgment and knowledge. Any deviations from control and compliance requirements will be documented. List of Schedules/Tables to be Prepared By the City to Assist in the Conduct of Fieldwork A sample of "PBC" list can be found on the Appendices section of this proposal. GASB Implementation Specialist Gary M. Caporicci, the Firm's GASB Implementation Specialist, is an appointed member to the State Retirement Advisory Committee by the State Controller and has tremendous expertise in assisting clients with the implementation of GASB pronouncements. For more than 40 years, Mr. Caporicci has successfully provided professional auditing, accounting, financial reporting and management advisory/consulting services to a broad spectrum of governmental entities. Caporicci is a leader in the new GASS standards going into effect in the coming years. He will actively assist the City during the process of implementation and compliance related to new accounting standards. Client Training Seminar Every year, the Firm hosts a conference to update governmental clients on new technical accounting and financial issues. The day -long session—held in Danville, Clovis and Orange County —qualifies for eight hours of CPE. Participants of this year's training seminar will receive a high-level examination of numerous technical issues, including the following: • GASB Updates • Government Auditing Standards and Single Audit Updates • Survey of Cities and Counties • Implementation of the New OPEB Standards • Public Sector Employee Benefits 2018: Big Ticket Items That Finance Directors and Staff Need to Plan for Importantly, all of our clients are invited to attend the Pun Group, LLP client training seminar FREE OF CHARGE. Identification of Anticipated Potential Audit Problems While we do not expect any problems with the audit, we will carefully investigate and monitor the following relevant accounting issues: Investments: • Compliance with GASB 31 and GASB 34 • Authorization and approval process for City investments • Controls to assure City's compliance with investment limitations and types of specific investments • Monitoring by the City of its investments Financial Reporting: • CAFR compliance with current reporting and disclosure requirements issued by GASB • CAFR eligibility for financial reporting conformance awards issued by GFOA • Compliance with the various GASBs in effect • Perform valuations of OPEB benefits to determine the liability for all benefits promised to active, retired, and inactive plan members as of each valuation date • Compliance with Governmental Accounting Standards Board (GASB) Statements 74 and 75 • Compliance with infrastructure obligations and regulatory provisions Internal Control Structure: • City's internal control functions and compliance with proper internal control philosophies • Computer -system processes and controls, and adequacy of the control environment Over the period of the engagement, several new GASB pronouncements will become effective. The Engagement Team will pay specific attention to the following new and upcoming pronouncements, and any others that become effective during the proposal period, in order to determine proper implementation procedures: • GASB 72 – Fair Value Measurement and Application • GASB 73 – Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68 • GASB 74 – Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans • GASB 75 – Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions • GASB 76 – The Hierarchy of Generally Accepted Account Principles for State and Local Governments • GASB 77 – Tax Abatement Disclosures • GASB 78 – Pensions Provided through Certain Multiple -Employer Defined Benefit Pension Plans • GASB 79 – Certain External Investment Pools and Pool Participants • GASB 80 – Blending Requirements for Certain Component Units—an amendment of GASB Statement 14 • GASB 81 – Irrevocable Split -Interest Agreements • GASB 82 – Pension Issues—an amendment of GASB Statements No. 67, No. 68, and No. 73 • GASB 83 – Certain Asset Retirement Obligations • GASB 84 – Fiduciary Activities • GASB 85 – Omnibus 2017 • GASB 86 – Certain Debt Extinguishment Issues • GASB 87 – Leases Exhibit B Cost Proposal We are committed to the performance of a high quality audit at the most reasonable fee level possible, both initially and throughout the engagement. Also, our partners will provide advice and consultation as needed, at no additional cost to the Error! Reference source not found.. Name of Firm: Contact Name: Contact Telephone Number Contact Email Address: Certification The Pun Group, LLP Certified Public Accountants and Business Advisors Kenneth H. Pun, CPA, CGMA (949) 777-8801 ken.pun@pungroup.com I, the undersigned, certify I am duly authorized to represent the above named firm and am empowered to submit this bid. In addition, I certify I am authorized to contract with the Error! Reference source not found. on behalf of the above named firm. April 30, 2018 Kenneth H. Pun, CPA, CGMA 1 Managing Partner Date The Pun Group, LLP Total All -Inclusive Maximum Price Following are our total fixed fees for Error! Reference source not found.. Total Cost: 79.000 $ 80;580 $ 82.192 S 82,192 5 82,192 *The Single Audit fees are based on (1) one major program. If the Error! Reference source not found. applies for additional funding subsequent to the preparation of this proposal, the fee to audit additional major programs will be $4,000each. The number of programs determined to be "major" will be based on OMB Uniform Guidance. The Engagement Team will discuss this with the City's Management before starting Single Audit work. Oplgrd Addhlonal Fiscal Yeas Services 2017119 2/}16114 2010/20 2020121 2021:22 City Audit end Related Reports $ 64,500 $ 65,790 $ 67,106 $ 67,106 $ 67,106 Single Aucit and Related Reports (1 Major Program) $ 4,000 $ 4,080 $ 4,162 $ 4,162 $ 4,162 GANN Appropriation Limit (AUP) $ 500 $ 510 $ 520 $ 520 $ 520 Special Purpose Audits (Federal Transit Administration end Community Development Block Grant/Home Funds) $ 10,000 $ 10,200 $ 10,404 $ 10,404 $ 10,404 Total Cost: 79.000 $ 80;580 $ 82.192 S 82,192 5 82,192 *The Single Audit fees are based on (1) one major program. If the Error! Reference source not found. applies for additional funding subsequent to the preparation of this proposal, the fee to audit additional major programs will be $4,000each. The number of programs determined to be "major" will be based on OMB Uniform Guidance. The Engagement Team will discuss this with the City's Management before starting Single Audit work. Cost Breakdown Schedule of Professional Fees and Expenses for the Audit of the 2017/18 Financial Statements Schedule of Professional Fees and Expenses for the Audit of the 2018/19 Financial Statements Services: Hours Standard Hourly Rate Quoted Hourly Rate Total Partners 76 $ 250.00 $ 250.00 $ 19,000.00 Managers 114 $ 200.00 $ 200.00 $ 22,800.00 Supervisory Team 129 $ 175.00 $ 175.00 $ 22,575.00 Senior Auditors 152 $ 150.00 $ 150.00 $ 22,800.00 Staff Auditors 281 $ 125.00 $ 125.00 $ 35,125.00 Clerical 8 $ 100.00. , $ 100.00 $ 800.00 Subtotal ® $ 123,100.00 Total for Services Described in Section II of the RFP $ 123.100.00 Out -of -Pocket Expenses: Meals and Lodging Included Transportation Included Executive Time for Research and Assistance Included Less Professional Discount $ (44,100.00) Total all-inclusive maximum price for the 2017-18 audit $ 79,000.00 Schedule of Professional Fees and Expenses for the Audit of the 2018/19 Financial Statements Services: Hours Standard Hourly Rate Quoted Hourly Rate Total Partners 76 $ 250.00 $ 250.00 $ 19,000.00 Managers 114 $ 200.00 $ 200.00 $ 22,800.00 Supervisory Team 129 $ 175.00 $ 175.00 $ 22,575.00 Senior Auditors 152 $ 150.00 $ 150.00 $ 22,800.00 Staff Auditors 281 $ 125.00 $ 125.00 $ 35,125.00 Clerical 8 $ 100.00 $ 100.00 $ 800.00 Subtotal ® $ 123,100.00 Total for Services Described in Section II of the RFP $ 123,100.00 Out -of -Pocket Expenses: Meals and Lodging Included Transportation Included Executive Time for Research and Assistance Included Less Professional Discount $ (42, 520.00) Total all-inclusive maximum price for the 2018-19 audit $ 80,580.00 Schedule of Professional Fees and Expenses for the Audit of the 2019/20 Financial Statements Out of Pocket Expenses in the Total Maximum Price and Reimbursement Rates The Firm's policy is to maintain flexible billing rates in order to meet the needs of clients and help them control costs. In the interest of starting our long-term relationship, we will absorb all costs required to familiarize ourselves with the operations and accounting systems, as well as, travel and printing costs. Additionally, our Partners will be available to provide advice and consultation as necessary to the Error! Reference source not found.. These costs will also be absorbed by the Firm. Services: Hours Standard Hourly Rate Quoted Hourly Rate Total Partners 76 $ 250.00 $ 250.00 $ 19,000.00 Managers 114 $ 200.00 $ 200.00 $ 22,800.00 Supervisory Team 129 $ 175.00 $ 175.00 $ 22,575.00 Senior Auditors 152 $ 150.00 $ 150.00 $ 22,800.00 Staff Auditors 281 $ 125.00 $ 125.00 $ 35,125.00 Clerical 8 $ 100.00 $ 100.00 $ 800.00 Subtotal - L..._AdIE$ 123,100.00 Total for Services Described in Section II of the RFP $ 123,100.00 Out -of -Pocket Ex pe nses: Meals and Lodging Included Transportation Included Executive Time for Research and Assistance Included Less Professional Discount $ (40, 908.00) Total all-inclusive maximum price for the 2019-20 audit $ 62,192.00 Out of Pocket Expenses in the Total Maximum Price and Reimbursement Rates The Firm's policy is to maintain flexible billing rates in order to meet the needs of clients and help them control costs. In the interest of starting our long-term relationship, we will absorb all costs required to familiarize ourselves with the operations and accounting systems, as well as, travel and printing costs. Additionally, our Partners will be available to provide advice and consultation as necessary to the Error! Reference source not found.. These costs will also be absorbed by the Firm. Rates for Additional Professional Services Below is the Firm's standard hourly billing rates, delineated by staffing levels: Auditor's Standard Hourly Billing Rates Position FY 2017-18 Partner(s) $ 250 Senior Manager(s) $ 225 Manager(s) $ 200 Supervisor(s) $ 175 SeniorAccountant(s) $ 150 StaffAccountant(s) $ 125 Clerical $ 100 Any supplemental reports, audits, or agreed-upon procedures not covered by this proposal may be added in a written agreement prior to commencing audit work. The Firm and the City will discuss and approve the scope and associated costs of these tasks. Any additional work will be performed at the above quoted hourly rates. Manner of Payment Engagement Team members are required to maintain timesheets detailing the date, number of hours, and work performed for every audit task. The Firm will collect these timesheets and bill the Error! Reference source not found., at the rates outlined in the Total All -Inclusive Maximum Price section, in four stages: (1) at the conclusion of the planning phase, (2) at the conclusion of the interim phase, (3) at the conclusion of the Year -End phase, (4) and after presentation and acceptance of the final audit reports. Interim billings will cover a period not less than a calendar month. The billing amounts generally break down as follows: Work Performed % of proposal Amount For Planning 10% For Interim w ork 40% For Year -End w ork 40% At Presentation and Acceptance of Final Reports 10% Total 100% Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this contract, insurance coverage as listed below. These insurance policies shall protect the Contractor and any subcontractor performing work covered by this contract from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this contract, whether such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1. COMPREHENSIVE GENERAL LIABILITY $1,000,000 Ea. Occurrence $2,000,000 Aggregate 3. PROFESSIONAL ERRORS AND OMISSIONS Not less than $1,000,000 per Claim. Certificate of Insurance only required. 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Bodily Injury - Ea. Person $1,000,000 Bodily Injury - Ea. Occurrence $1,000,000 Property Damage - Ea. Occurrence NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. A copy of the certificate of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed Boards, Commissions, Officers, Agents, Employees, and Volunteers as additional named insureds. (This endorsement shall be on a form furnished to the City and shall be included with Contractor's policies.) (b) Primary Insurance Endorsement Such insurance as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement. (c) Severabilitv of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (d) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Workers Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the tatter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. . A waiver of subrogation is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. NOTE: No contract agreement will be signed nor will ate, work begin on a project until the proper insurance certificate is received by the City. RESOLUTION NO. 2018-110 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE PUN GROUP, LLP, OF SANTA ANA, FOR AUDITING SERVICES WHEREAS, the City is required to produce a comprehensive annual financial report; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with The Pun Group, LLP, of Santa Ana, for auditing services, in an amount not to exceed $79,000 for a one-year contract through June 30, 2019. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a one-year Professional Services Agreement with The Pun Group, LLP, of Santa Ana, California, for auditing services, in an amount not to exceed $79,000, through June 30, 2019. Dated: June 6, 2018 I hereby certify that Resolution No. 2018-110 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 6, 2018, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, and Mounce NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mayor Nakanishi ABSTAIN: COUNCIL MEMBERS — None -TY1 r-TIAAA..(,4 NNIFE FERRAIOLO City Clerk 2018-110