CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
CLIFTONLARSONALLEN, LLP
THIS AGREEMENT is made and entered into this 19th day of July, 2022 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and CLIFTONLARSONALLEN(CLA), a California Limited Liability Partnership ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide professional auditing services as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Aareement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have 2 CliftonLarsonAllen (CLA)
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access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total compensation shall not exceed two hundred fifteen thousand Dollars ($215,000.00).
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services.
2.3. Method of Billing.. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice.
Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable 3 CliftonLarsonAllen (CLA)
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control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on July 31, 2025, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. At the City's option, and with City Council approval, the term of this Agreement may be extended for two (2) additional one (1) year periods.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Consultant for 4 CliftonLarsonAllen (CLA)
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reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to 5 CliftonLarsonAllen (CLA)
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do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City.
The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.
If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of 6 CliftonLarsonAllen (CLA)
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Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall 7 CliftonLarsonAllen (CLA)
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mean the approval of the Project Manager.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT:
CliftonLarsonAllen, LLP
2875 Michelle Drive, Suite 300
Irvine, CA 92606
Tel: (714) 795-5354
Attn: Robert Callanan
IF TO CITY:
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8229
Attn: Director of Finance
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed 8 CliftonLarsonAllen (CLA)
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officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to 9 CliftonLarsonAllen (CLA)
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any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City, except for the audit working papers which are the sole property of the Consultant pursuant to generally accepted auditing standards. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Consultant shall be responsible for its work and results 10 CliftonLarsonAllen (CLA)
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under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a 11 CliftonLarsonAllen (CLA)
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continuing waiver.
6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A municipal corporation
Mayor
ATTEST:
City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT — CLIFTONLARSONALLEN LLP
Signature
Robert J. Callanan, Principal
Name and Title
41-0746749
Social Security or Taxpayer ID Number
12 Date:
Date: July 8, 2022
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APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
Rosanna Ramirez, Risk Management
DEPARTMENTAL APPROVAL:
Jennifer Lampman, Director of Finance
13 Date:
Date:
Date:
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EXHIBIT A
CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 CliftonLarsonAllen (CLA)
Rev. 08/2017
May 16, 2022
Proposal to provide professional
assurance services to:
ORIGINAL
City of Placentia
CIA Response to RFP for 'Professional ; Services
Cost Proposal
Prepared by:
Robert "Bob" Callanan, CPA, Principal
[email protected]
Direct 714-795-5354
2875 Michelle Drive
Suite 300
Irvine, CA 92606
WEALTH ADVISORY I OUTSOURCING I AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See ncxio,(orn/n•,er11(ic .iirm-di_clnirn,.i.
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©2021 CliftonLarsonAllen LLP
Professional Fees
Name of firm
CIA (CliftonLarsonAllen LLP)
Verification statements
1, Robert Callanan, CPA, your engagement principal -in -charge, will serve as the City of Placentia (the City)'s primary contact person for this engagement. Furthermore, as a principal of CLA, I am authorized to sign, bind, and commit the firm to the obligations contained in this proposal and the City's RFP.
1. Pricing
Our fees are based on the timely delivery of services provided, the experience of personnel assigned to the engagement, and our commitment to meeting your deadlines.
CLA understands the importance of providing our clients with value-added strategies. We propose to provide routine, proactive meetings — as part of our fee — that will allow us to review and discuss with you the impact of new accounting issues, as well as any other business issues you are facing and how they should be handled.
This level and frequency of interaction will no doubt enable CIA to help you tackle challenges as they come up and take full advantage of every opportunity that presents itself.
The pricing for the audit engagement is listed below.
All Inclusive price for all requested services
MIL
Hours
Standard
Hourly
Rates
Quoted
Hourly
Rates
Total
FY 21-
22 Total
FY 22-
23 Total
FY 23-
24 Principals 50 $450 $275 $13,750 $14,164 $14,588
Managers 75 $250 $175 $13,125 $13,519 $13,925
Seniors 140 $165 $125 $17,500 $18,026 $18,566
Associates 175 $125 $105 $18,375 $18,927 $19,494
Clerical 40 $90 $75 $2,250 $2,319 $2,389
Subtotal
470
5% Technology and Support Fee
$65,000
$66,955
$68,962
$3,251 $3,348 $3,448
Total all-inclusive maximum price for all services'
$68,251 $70,303 $72,410
1 Fee is based on auditing one major program as part of the single audit. Additional major programs will cost $2,800 each. 2- We estimate that the City Clerk's Office and the Finance Department will need no more than 15 hours in total to respond to our requests for permanent file information.
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©2022 CliftonLarsonAllen LLP 1 1
City of Placentia Audit
Hours
Standard
Hourly
Rates
Quoted
Hourly
Rates
Total
FY21-
22 Total
FY 22-
23 Total
FY 23-
24 Principals 43 $450 $275 $11,825 $12,180 $12,545
Managers 55 $250 $175 $9,625 $9,914 $10,211
Seniors 94 $165 $125 $11,750 $12,103 $12,466
Associates 105 $125 $105 $11,025 $11,356
Clerical 3 $90 $75 $225 $232 $239
300 $44,450 $45,785 $47,158
5% Technology and Support Fee $2,223 $2,289 $2,358
$11,697
Subtotal
Total all - inclusive maximum price - City audit $46,673 $48,074 $49,516
Single audit
flours
Standard
Hourly
Rates
Quoted
Hourly
Rates
Total
FY 21-
22 Total
FY 22-
23 Total
FY 23-
24 Principals 2 $450 $275 $550 $567 $584
Managers 4 $250 $175 $700 $721 $743
Seniors 12 $165 $125 $1,500 $1,545 $1,591
Associates 20 $125 $105 $2,100 $2,163
Clerical 2 $90 $75 $150 $155 $160
$2,228
Subtotal
E. 40
11 5% Technology and Support Fee
$5,000
$5,151
55,306
$250 $258 $265
Total all - inclusive maximum price - Single audit'
$5,250 $5,409 $5,571
1 Fee is based on auditing one major program as part of the Single Audit. Additional major programs will cost $3,000 each. _ Create Opportunities
©2022 CliftonLarsonAllen LLP 1 2
ACFR preparation
flours
Standard
Hourly
Rates
Quoted
Hourly
Rates
Total
FY 21-
22 Total
FY 22-
23 Total
FY 23-
24 Principals $450 $275 -
Managers 5 $250 $175 $875 $901 $928
Seniors 12 $165 $125 $1,500 $1,545 $1,591
Associates 12 $125 $105 $1,260 51,298 $1,337
Clerical 16 $90 $75 $1,200 $1,236 $1,273
45 $4,835 54,980
5% Technology and Support Fee $242 $249 $257
Subtotal
$5,129
Total all-inclusive maximum price —ACFR preparation
$5,077 $5,229 $5,386
Gann limit agreed-upon procedures
Flours
Standard
Hourly
Rates
Quoted
Hourly
Rates
Principals $450 $275
Total
FY 21-
22 Total
FY 22-
23 Total
FY 23-
24 Managers 1 5250 $175 $175 $180 $185
Seniors $165 $125 - -
Associates 2 $125 $105 $210 $216 $222
Clerical 1 $90 $75 $75 $77 $79
Subtotal
4 5% Technology and Support Fee
$460
5473
5486
$23 $24 $24
Total all - inclusive maximum price - Gann limit agreed- upon procedures
$497 $510
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©2022 CliftonLarsonAllen LLP 1 3
Pick two agreed-upon procedures
Standard Quoted Total Total Total
Hours Hourly Hourly FY 21- FY 22- FY 23 -
Rates Rates 22 23 24
Principals 2 $450 $275 $550 $567 $584
Managers 4 $250 $175 $700 $721 $743
Seniors 10 $165 $125 $1,250 $1,288 $1,327
Associates 10 $125 $105 $1,050 $1,082 $1,114
Clerical 4 $90 $75 $300 $309 $318
Subtotal 30
$3,850
$3,967 $4,086
5% Technology and Support Fee
$193 $198 $204
Total all - inclusive maximum price - Pick two agreed-upon procedures
$4,043 $4,165 $4,290
Compilation of annual financial transactions
Standard Quoted Total Total Total
Hours Hourly Hourly FY 21- FY 22- FY 23 -
Rates Rates 22 23 24
Principals
Managers
Seniors
Associates
Clerical
2 $450 $275 $550 $567 $584
4 $250 $175 $700 $721 $743
8 $165 $125 $1,000 $1,030 $1,061
20 $125 $105 $2,100 $2,163 $2,228
2 $90 $75 $150 $155 $160
Subtotal
36 ".11$4,500 $4,636 $4,776
S% Technology and Support Fee
$225 $232 $239
Total all inclusive maximum price - Compilation of
annual financial transactions $4,725
$4,868 $5,015
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©2022 CliftonLarsonAllen LLP I 4
Annual street report
Standard
Hours Hourly
Rates
Quoted
Hourly
Rates
Total Total
FY 21- FY 22-
22 23
Total
FY 23-
24 Principals 1 $450 $275 $275 $283 $291
Managers 2 $250 $175 $350 $361 $372
Seniors 4 $165 $125 $500 $515 $530
Associates 6 $125 $105 $630 $649 $668
Clerical 2 $90 $75 $150 $155 $160
Subtotal
15 $1,905
$1,963
$2,021
5% Technology and Support Fee $95 $98 $101
Total all - inclusive maximum price - annual street report $2,000 $2,061 $2422
Like most firms, we are investing heavily in technology to enhance the client experience, protect our data environment, and deliver quality services. We believe our clients deserve clarity around fees, and we will continue to be transparent with our fee structure.
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©2022 CliftonLarsonAllen LLP 1 5
2. Rates for additional professional services
In addition to the services outlined in the request for this proposal, CLA collectively offers a wide breadth of highly customized services and capabilities to meet our clients' wants and needs, including a sampling of the following:
Internal audit, risk assessments, and evaluations
Implementation assistance for complex
accounting standards
ACA Reporting
Operational and financial systems consulting
Operations and performance improvement
Self-insured medical and PBM claim audits
IT security and network vulnerability assessments
Fraud risk assessment and investigations
Strategic, financial, and operational consulting
Outsourced accounting and public administration
Strategic, business, and capital planning
Organizational and financial health assessment
Training and educational seminars
Telecom cost savings assessments
We pride ourselves on taking the initiative to meet each and every need of our clients, and therefore are always prepared to take on additional projects. However, independence is our first concern when providing additional services. Independence can easily become impaired when providing consulting services; therefore, we do not provide any services to our audit clients beyond those allowed.
If additional work is requested by the City outside of the scope of the audit, we will discuss with you our proposed fee for additional services prior to beginning the new services. For reference, our hourly rates are provided below:
Level
FY 21-22
FY 22-23 FY 23-24
Principal $275
$283 $291
Manager $175
$180 $185
Senior $125
$129 $133
Associate $105
$108 $111
Clerical $75
$77 $79
3. Manner of payment
The charges for our work are to be based upon the time involved, degree of responsibility assumed, and skills required, plus expenses including internal and administrative charges. Bills for services are due when submitted.
Interim bills may be submitted at periodic dates to cover charges and expenses incurred but will not be submitted more often than monthly.
CLA does accept credit cards for payment.
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©2022 CliftonLarsonAllen LLP 1 6
May 16, 2022
Proposal to provide professional
assurance services to:
ORIGINAL
City of Placentia
CIA Response to RFP for Professional Auditing Services
Prepared by:
Robert 'Bob" Callanan, CPA, Principal
[email protected]
Direct 714-795-5354
2875 Michelle Drive
Suite 300
Irvine, CA 92606
C 1 Aannnnrt rnm
WEALTH ADVISORY 1 OUTSOURCING I AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor. CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See Create Opportunities
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©2022 CliftonLarsonAllen LLP
Table of Contents
2. Independence 3
Professional involvement 3
Notice of relationship 3
3. License to Practice 3
4. Firm Qualifications and Experience 4
Firm overview 4
Size of firm's governmental audit staff 4
Office locations assigned to manage the engagement 5
Number and nature of professional staff to be employed on this engagement 5 Joint venture 5
Federal or state desk or field reviews 5
Good standing 5
Quality control procedures and peer review report 6
5. Principal, Supervisory and Staff Qualifications and Experience 8 Engagement team experience 8
Continuing education program 9
Continuity of service 10
6. Similar Engagements 11
7. Specific Audit Approach 13
Seamless assurance advantage: a different way to audit 13 Single audit approach 15
a. Engagement timetable 17
b. Level of staff and number of hours to be assigned 18 c. Sample size and statistical sampling 19
d. Procedures used to understand internal processes and controls 19 e. Approach to be taken in determining laws and regulations that will be subject to audit test work20 f. Approach to be taken in drawing audit samples for purposes of tests of compliance 20
8. Identification of Anticipated Potential Audit Problems 21 Assistance from client 21
9. Response to City Standard Two -Party Agreement 21
Appendix 1
Engagement team biographies 1
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©2022 CliftonLarsonAllen LLP 111
May 16, 2022
Selection Committee
City of Placentia
401 E. Chapman Avenue
Placentia, CA 92870
RE: Request for Proposals (RFP) for Professional Auditing Services To the Selection Committee of the City of Placentia:
CliftonLarsonAllen LLP
2875 Michelle Drive
Suite 300
Irvine, CA 92606
phone 714-978-1300 fax 714-978-7893
CLAconnect.com
Thank you for inviting us to propose our services to you. We gladly welcome the opportunity to share our approach to helping City of Placentia (the City) meet its need for professional services. The enclosed proposal responds to your request for assurance services for three fiscal years, beginning July 1, 2021 with the option for each of the two subsequent years.
We have read the Request for Proposal (RFP) and understand the scope of the work to be performed as detailed in the RFP. Should CLA be selected to serve this engagement, we will perform these services within the period specified in the RFP and as finalized in the planning stages of the engagement.
We are confident that our extensive experience serving similar governmental entities, bolstered by our client -oriented philosophy and depth of resources, will make CLA a top qualified candidate to fulfill the scope of your engagement. The following differentiators are offered for the City's consideration:
Industry -specialized insight and resources. As one of the nation's leading professional services firms, and one of the largest firms who specialize in regulated industries, CLA has the experience and resources to assist the City with its audit needs. In addition to your experienced local engagement team, the City will have access to one of the country's largest and most knowledgeable pools of regulated industry resources.
OMB Uniform Guidance (UG) experience. CLA performs single audits for hundreds of organizations annually, ranking top in the nation for the number of single audits performed by any CPA firm. The single audit requires a specific set of skills to properly perform the procedures. As such, we have developed a group of professionals who specialize in providing single audit services.
Strong methodology and responsive timeline. In forming our overall audit approach, we have carefully reviewed the RFP and considered our experience performing similar work for other municipalities. Our local government clients are included amongst the more than 4,150 governmental organizations we serve nationally. Our staff understands your complexities not just from a compliance standpoint, but also from an operational point of view. We have developed a work plan that takes into consideration your unique needs as a governmental entity in California. The work plan also minimizes the disruption of your staff and operations and provides a blueprint for timely delivery of your required reports.
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Communication and proactive leadership. The City will benefit from a high level of hands-on service from our team's senior professionals. We can provide this level of service because, unlike other national firms, our principal -to -staff ratio is similar to smaller firms — allowing our senior level professionals to be involved and immediately available throughout the entire engagement process. Our approach helps members of the engagement team stay abreast of key issues at the City and take an active role in addressing them.
A focus on providing consistent, dependable service. We differ from other national firms in that our corporate practice focuses on the needs of non -SEC clients, thus allowing us to avoid the workload compression typically experienced by firms that must meet public companies' SEC filing deadlines. CLA is organized into industry teams, affording our clients with specialized industry -specific knowledge supplemented by valuable local service and insight. Therefore, the City will enjoy the service of members of our state and local government services team who understand the issues and environment critical to governmental entities.
Fresh perspective. By engaging CLA, the City will benefit from a "fresh look" at its business operations, information systems, and financial and risk management policies and procedures. You will be served by an engagement team with enthusiasm and a desire to meet and exceed expectations. We are confident that our industry experience will bring to the City new ideas, creative approaches, and fresh opportunities to meet the financial management and accountability challenges before the City.
Verification statements
1, Bob Callanan, CPA, your engagement principal -in -charge, will serve as the City's primary contact person for this engagement. Furthermore, as a principal of CLA, I am authorized to sign, bind, and commit the firm to the obligations contained in this proposal, which is a firm and irrevocable offer for fiscal years 2021-22, 2022-23, and 2023-24, and the City's RFP.
We are confident that our technical approach, insight, and resources will result in unsurpassed client service for the City. For ease of evaluation, the structure of our proposal follows your RFP section titled, VI.
Proposal Requirements.
We are eager to work with you and welcome the chance to present our proposal to the audit committee or entire management team. If you have any questions about our offerings, please do not hesitate to contact me via the information below.
Sincerely,
CliftonLarsonAllen LLP
/WAY/ alt.
Robert J. Callanan, CPA
Principal
714-795-5354
[email protected]
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©2022 CliftonLarsonAllen LLP ii
2. Independence
CLA is independent of the City and of all component units of the City under the American Institute of Certified Public Accountant's Code of Professional Conduct and its interpretations, the U.S. Government Accountability Office's Government Auditing Standards, and the U.S. Department of Labor's 29 CFR 2509.75-9 Interpretive Bulletin and the independence rules of the Public Company Accounting Oversight Board (PCAOB) and/or the U.S.
Securities and Exchange Commission, as required. Our firm -wide quality control policies and procedures foster strict compliance with these professional standards. In addition, the individuals assigned to your engagement are independent of the City.
Professional involvement
CLA has not had professional relationships with the City within the last five (5) years.
Notice of relationship
CLA shall give the City written notice of any professional relationships entered into during the period of this agreement.
3. License to Practice
CLA is a limited liability partnership and is duly licensed to practice public accountancy in the state of California.
A copy of our state license is provided below:
BOARD OF ACCOUNTANCY
LICENSING DETAILS FOR: 7083
NAME: CLIFTONLARSONALLEN LLP
UCENSE TYPE: CPA - PARTNERSHIPS
UCENSE STATUS: CLEAR
PREVIOUS NAMES: LARSONALLEN LLP • LARSON, ALLEN, WEISHAIR & CO., LLP
ADDRESS
60 S MARKET STREET
SAN JOSE CA 95113
SANTA CLARA COUNTY
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ISSUANCE DATE
JULY 27, 2006
EXPIRATION DATE
JULY 31, 2022
CURRENT DATE / TEEE
JUNE25 2020
7:37:57 AM
©2022 CliftonLarsonAllen LLP 1 3
4. Firm Qualifications and Experience
Firm overview
CLA exists to create opportunities for our clients, our people, and our communities through industry -focused wealth advisory, outsourcing, audit, tax, and consulting services. Our broad professional services allow us to serve clients more completely — from startup to succession and beyond.
Our professionals are immersed in the industries they serve and have specialized knowledge of their operating and regulatory environments. With more than 7,400 people, more than 120 U.S. locations, and a global affiliation, we bring a wide array of approaches to help clients in all markets, foreign and domestic. 7,400
120
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A member of
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We promise to know you and help you
With CLA by your side, you can find everything you need in one firm. Professionally or personally, big or small, we can help you discover opportunities and achieve more than you believed possible.
Size of firm's governmental audit staff
CLA has one of the largest governmental audit and consulting practices in the country and brings extensive experience providing a variety of such services to state and local government entities. Our state and local government team serves more than 4,100 governmental engagements nationwide, including numerous cities, counties, municipalities, states and state agencies, and school boards. In addition, we perform single audits for hundreds of organizations annually, ranking top in the nation for the number of single audits performed by any CPA firm.
Regionally, nearly 100 professionals comprise our state and local government team. These individuals serve governmental entities in California, as well as clients across the country. Additionally, we have access to firm - wide professionals and resources as needed to fulfill the requirements of the contract.
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©2022 CliftonLarsonAllen LLP 1 4
Office locations assigned to manage the engagement
Our firm takes the approach of matching staff among the best skill set to the engagement before considering geographic location of the staff. Assigning team members that specialize in working with cities and municipalities of all sizes will provide the City among the best quality audit and will allow us to complete the audit in the most efficient and effective manner with little interruption to your staff.
The City will be served by our industry -specialized state and local government engagement team located in our Irvine, CA, office with support from our Harrisburg, PA office.
Number and nature of professional staff to be employed on this engagement The table below provides a breakdown by staff level and denotes full or part-time status of the engagement team that will serve the City. This team has extensive experience working with clients similar to the City. -Level of Staff
Full-time staff Part-time staff
Principal
1 2
Manager 1
Senior 1
Associate 2
Total
5 2
Joint venture
We are not a joint venture or alliance of firms. We have the capabilities of providing all services outlined in the proposal, including Information Technology services.
Federal or state desk or field reviews
CLA has been subject to several federal and state desk reviews by state oversight agencies during the past three years, and we have resolved all findings. In addition, our government audits are subject to review by each agency's Office of Inspector General, as well as the U.S. Government Accountability Office, and we have also resolved all findings identified in those reviews.
Good standing
CLA and the supervising certified public accountants are in good standing and our firm does not have a record of substandard audit work.
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©2022 CliftonLarsonAllen LLP I 5
Quality control procedures and peer review report
In the most recent peer review report, dated November 2019, we received a rating of pass, which is the most positive report a firm can receive. We are proud of this accomplishment and its strong evidence of our commitment to technical excellence and quality service. The full report is provided on the following page. This quality control review included a review of specific government engagements.
In addition to an external peer review, we have implemented an intensive internal quality control system to provide reasonable assurance that the firm and our personnel comply with professional standards and applicable legal and regulatory requirements. Our quality control system includes the following:
A quality control document that dictates the quality control policies of our firm. In many cases, these policies exceed the requirements of standard setters and regulatory bodies. Firm leadership promotes and demonstrates a culture of quality that is pervasive throughout the firm's operations. To monitor our adherence to our policies and procedures, and to foster quality and accuracy in our services, internal inspections are performed annually.
Quality control standards as prescribed by the AICPA. The engagement principal is involved in the planning, fieldwork, and post -fieldwork review. In addition, an appropriately experienced professional performs a risk- based second review of the engagement prior to issuance of the reports.
Hiring decisions and professional development programs designed so personnel possess the competence, capabilities, and commitment to ethical principles, including independence, integrity, and objectivity, to perform our services with due professional care.
An annual internal inspection program to monitor compliance with CLA's quality control policies.
Workpapers from a representative sample of engagements are reviewed and improvements to our practices and processes are made, if necessary, based on the results of the internal inspection.
Strict adherence to the AICPA's rules of professional conduct, which specifically require maintaining the confidentiality of client records and information. Privacy and trust are implicit in the accounting profession, and CLA strives to act in a way that will honor the public trust.
A requirement that all single audit engagements be reviewed by a designated single audit reviewer, thereby confirming we are in compliance with the standards set forth in the Uniform Guidance.
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©2022 CliftonLarsonAllen LLP 1 6
Cherry Bekaert""
CVA, & Advisor,
Report on the Firm's System of Quality Control
November 21. 2019
To the Principals of CliftonLarsonAllen LLP
and the National Peer Review Committee
We have reviewed the system of quality control for the accounting and auditing practice of CliftonLarsonAllen LLP (the firm) applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended May 31, 2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards).
A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at wwwaicpa.org/prsummary. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating.
Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.
Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review.
Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act; audits of employee benefit plans; audits performed under FDICIA; audits of broker-dealers; and examinations of service organizations [SOC 1 and SOC 2 engagements].
As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures.
Opinion
In our opinion, the system of quality control for the accounting and auditing practice of CliftonLarsonAllen LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended May 31, 2019, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Films can receive a rating of pass, pass with deficiency(ies) or fail. CliftonLarsonAllen LLP has received a peer review rating of pass.
Cherry Bekaert LLP
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©2022 CliftonLarsonAllen LLP I 7
5. Principal, Supervisory and Staff Qualifications and
Experience
Engagement team experience
An experienced engagement team has been aligned to
provide the most value to your organization. The team
members have performed numerous engagements of this
nature and can commit the resources necessary to provide top quality service throughout the engagement. Following are our proposed management team members:
� O O
The most important
resource any business has is
people — the right people.
Engagement
Team Member
Role
Licensed
in CA
Robert "Bob"
Callanan, CPA
Engagement Principal — Bob will have overall engagement responsibility including planning the engagement, developing the audit approach, supervising staff, and maintaining client contact throughout the engagement and throughout the year.
Bob is responsible for total client satisfaction through the deployment of all required resources and continuous
communication with management and the engagement team.
Nitin Patel, CPA
Assurance Principal — Nitin will be the assurance resource for the audit team as well as City personnel. Nitin's many years of serving governmental entities will be an invaluable resource.
Robert Perl, CPA
Engagement Manager — Robert will act as the lead manager on the engagement. In this role, Robert will assist the engagement principal with planning the engagement and performing
complex audit areas. They will perform a technical review of all work performed and is responsible for the review of
comprehensive annual financial report and all related reports.
James Kreiser, CISA,
CRMA, CFSA
Information Systems — Jim will assist the audit team in documenting and evaluating general computer controls and IT application controls.
Additional Staff — We will assign additional staff to your engagement based on your needs and their experience providing services to state and local governments. Ideally, the staff assigned to your team will be from our — Irvine California office with state and local government as their industry focus at CLA.
Detailed biographies are available in the Appendix of this proposal. *CLA is licensed to practice public accounting in the state of California. All assigned key professional staff are licensed certified public accountants. Most states, including California, have adopted mobility legislation — which is a practice privilege that generally permits a licensed CPA in good standing from a substantially equivalent state to practice outside of their principal place of business without obtaining another license. All assigned professional staff have complied with governmental qualification standards, including governmental continuing education requirements.
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IT & Risk management — Value-added service
CLA believes that a good audit yields substantial information for management and is a valuable tool in recognizing opportunities and identifying areas that can be strengthened. In that regard, we have assigned an experienced Information Technology (IT) resource manager to the City's audit. The IT manager's role in the audit will be to perform a review of Information Systems (IS) controls to conclude whether they are properly designed and operating effectively. For IS -related controls that we deem to be ineffectively designed or not operating as intended, we will communicate our findings and will provide recommendations to improve internal controls.
Including an IT professional on the City's audit is a value-added service that is not always offered by all firms that conduct municipal audits.
Continuing education program
To maintain and expand our assurance knowledge, we consistently provide continuing education for our professionals. Each member of our professional team, including principals, attends at least 40 hours of technical training annually. Individuals are required to familiarize themselves with all current changes in standards and procedures. Updated information on recent changes in technical standards and regulations, as well as the firm's professional policies and procedures, is distributed to our team members on a regular basis.
As described below, CLA professionals are specifically trained in the industry at a level beyond our competitors.
Eg21:1
On-the-job
training
Our professionals
focus on serving a
specific industry. So,
the team chosen to
serve you is
continuously exposed
to and trained on
issues impacting
entities like yours
while performing their
day-to-day work.
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Tailored
training
When providing
instruction in our basic
CPA, consulting, and
advisory classes, we
tailor the entire
discussion, examples,
and exercises to apply to
clients in their specific
industry focus.
CLA's firm -wide training programs include:
1 0(040:1
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Specialized
recruiting
Our on -campus
recruiting aggressively
seeks individuals with
industry focused
degrees and/or
backgrounds. We focus
on identifying top
candidates for our
clients.
Effective continuing
professional
education
Our greatest strength is
the talent of our staff.
Our professionals
provide more efficient
and effective services
due to the new ideas
they implement from
our in-depth training
and continuing
professional education.
Learn. Designed for new CLA associates, this five-day conference is typically attended in the first year of employment. This internally developed and presented training focuses on preparing new hires and interns to understand and perform their role in the audit process. Providing a combination of an introduction to CLA Strategy, business risk and independence with audit theory. Using hands-on exercises and simulations to introduce our audit methodology, tools, and software. Specific audit areas covered include audit planning, cash, fixed assets, accounts payable and financial statement preparation.
Experience. Designed for the CLA associate with about one year of experience. This four-day conference is typically attended in the second year of employment. This training is similar to the "Learn" training outlined above, but at a deeper level.
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Achieve. Designed for the CLA associate with about two years of experience. This four-day conference is typically attended in the third year of employment. This internally developed and presented training focuses on leadership and performance management of audit engagements utilizing CLA audit methodology from the perspective of the experienced in -charge. This is a highly interactive session covering the experienced in - charge's role and challenges in the audit process and prepares participants to manage and perform efficient and effective audits.
Propel. Designed for the CLA associate with about three years of experience. This four-day conference is typically attended in the fourth year of employment. This training focuses on project management of audit engagements from start to finish and includes exercises and case studies on improving the audit, supervision, analytical procedures, and tests of controls and identifying and responding to fraud risks. This session is taught by an external instructor from 20/20 Services.
Continuity of service
We are committed to providing continuity throughout this engagement. It is our policy to maintain the same staff throughout an engagement, providing maximum efficiency and keeping the learning curve low. With a solid, steady engagement team, each year brings the additional benefits of trust and familiarity. We are also flexible in exploring alternative strategies to non -mandatory rotation policies.
In any business, however, turnover is inevitable. If and when it happens, we will provide summaries of suggested replacements and will discuss re -assignments prior to finalizing. We have a number of qualified staff members to provide the City with quality service over the term of the engagement.
CLA is committed to maintaining high staff retention rates, which we believe are a strong indicator of service quality. High retention rates also indicate that our staff members have the resources they need to perform their tasks and maintain a positive work/life balance.
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6. Similar Engagements
The city can benefit from deep, national industry experience, complemented by a team dedicated to accessibility and responsiveness. We are pleased to provide you with the following references, who can describe their experience in greater detail.
City of Pasadena 2020 — Present
Client Contact Sam Pangan, CPA, Principal Accountant
Phone Number 1 Email 626-744-4443 1 [email protected] Services Provided
City, Water & Power, and Single Audits; All -funds Audit; Air Quality Management District Audit; Successor Agency Audit; Other Component Unit Audits
Engagement Principal Robert J. Callanan
Total Staff Hours 900
City of Irvine 2016 — Present
Client Contact Teri Washle, Finance Officer
Phone Number 1 Email 949-724-6031 1 [email protected] Services Provided
City and Single Audits; Air Quality Management District Audit; Other Component Units; Pension Plans
Engagement Principal Robert J. Callanan (to 2020); Nitin Patel (Present) Total Staff Hours 570
City of Rancho Palos Verdes 2018 — Present
Client Contact Trang Nguyen, Director of Finance
Phone Number 1 Email 310-544-5278 1 [email protected]
Services Provided City and Single Audits; State Controller's Report; Improvement Authority Engagement Principal Robert J. Callanan
Total Staff Hours 350
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City of Signal Hill 11W 2 01 8 — Present
Client Contact Sharon del Rosario, Finance Director
Phone Number 1 Email 562-989-7319 1 [email protected] Services Provided City and Single Audits; State Controller's Report Engagement Principal RobertJ. Callanan
Total Staff Hours 350
City of La Palma 2017 — Present
Client Contact Mike Matsumoto, Contract Audit Liaison
Phone Number 1 Email 714-287-4061 1 [email protected] Services Provided City and Single Audits
Engagement Principal RobertJ. Callanan
Total Staff Hours 325
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7. Specific Audit Approach
Seamless assurance advantage: a different way to audit
Many organizations view an audit as a requirement that doesn't contribute to their overall operations or value.
At CLA, we believe an audit should be an annual check-up that gives you insight into your organization, allowing you to take advantage of opportunities and improve your operations.
Our industry experience makes it easier — CLA auditors are industry aligned, making our audit process fast and smooth. We focus on operational efficiency and leverage our industry experience to bring you meaningful insights that go beyond compliance requirements. A dedicated team of professionals will listen to your goals and concerns, then work with you to navigate industry pressures, changing markets, and complex standards, all with a common goal to drive your business toward success.
Your time has value — Your day is filled with competing priorities and constant distractions. We elevate your experience by utilizing a variety of communication tools, such as a web -based document portal, video conferencing, email, and phone calls, to keep everyone informed and on track. These tools provide ultimate flexibility so that you can choose where and how your audit is performed. In contrast to a traditional engagement, where a team spends weeks on site at your location, our Seamless Assurance Advantage focuses on having the right team members on your engagement and isn't dependent upon any physical locations.
A simple transition — We recognize changing accounting firms presents an opportunity as well as a challenge.
Our approach deliberately and effectively minimizes the impact of transition.
Selecting a team
We select a team experienced in
transitioning new clients to provide
an effective bridge.
0 0 0
MMM
Arriving prepared
for fieldwork
We provide you with an extensive
listing of necessary information
in the early planning phase of
your engagement, giving you
adequate time to gather
necessary information.
We mitigate
onboarding
issues.
Minimizing your workload
Our planning process involves
reviewing prior year workpapers,
using workpapers routinely
prepared as part of your monthly
close process, and sharing
templates we have developed
for your industry.
Investing in our
relationship
We spend additional time
gaining an understanding
of your organization and
forming relationships.
70-21
mt,111
No surprises — We will provide the City with a no surprises approach to our services, based on frequent and timely communication and clarity around roles and expectations. If and when issues arise during your audit, we engage the right people in a frank discussion to resolve them.
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Significant involvement of principals and managers — Because our principals and managers are directly involved in your engagement, we can proactively identify significant issues and resolve them with your management. We believe that your time is best spent with key decision makers so that you can ask clarifying questions, discuss organizational strategies, and navigate sensitive reporting issues.
We tailor the audit just for you — While our audit programs provide typical approaches for given audit areas, CLA designs a client -specific, risk-based audit approach for each client. We use custom, industry -tailored programs, procedures, and tools that are designed specifically to focus on the issues that are applicable to state and local government.
In response to your request for an audit of all funds, we will enhance our audit approach by designing and performing our audit procedures based on materiality levels determined for each individual fund that is maintained in the City's Sungard BiTech Public Systems general ledger. A standard audit approach only requires materiality to be assessed on the City's major funds and the nonmajor funds in the aggregate.
You'll learn about what we're doing and what we've found in plain, everyday language. We believe our services can contribute to better business and administrative practices. By working closely with your staff, CLA continuously learns about your organization. This involvement enables us to offer you recommendations for improvements in your systems and procedures that are more comprehensive, better understood, and more frequently implemented.
The CLA audit methodology utilizes a five -phase approach.
Phase 1
Assessment
Phase 2 Phase 3
Planning and Systems
strategy evaluations
Phase 4
Testing and
analysis
Phase 5
Reporting and
follow up
When performing an audit, we are sensitive to and understanding of the fact that we report to those charged with governance. We maintain objectivity and independence in order to be able to issue our audit opinions. We will act within our philosophy of total client service, maintain the professional relationship refined with management, and fulfill our responsibilities with the utmost professionalism.
We begin the audit with in-depth assessment and planning phases and culminate with the timely delivery of our reports. We will work with you immediately upon receipt of a signed engagement letter to coordinate and schedule the engagement to minimize any potential disruptions to your business. We will then work with you to finalize dates that accommodate your schedules.
Year-long support — We encourage your staff to take advantage of our accessibility throughout the year for questions that may arise. Our people, working with you and your staff, can provide proactive advice on new accounting or GAAP pronouncements and their potential impact, help with immediate problems including answers to brief routine questions, and share insights and best practices to assist you in planning for your future success.
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Phase 2111 Phase 3
Major program Final assessment
III
testing and reporting
jia
Summary of benefits
The City will realize the following benefits from CLA's services:
An objective look at your operations to help you make sound business decisions.
Credibility only an outside professional can provide to your constituencies and stakeholders.
Confidence that accounting principles have been evaluated for application accuracy.
An opportunity to improve internal controls and accounting procedures, which increases reliability of accounting records and financial statements.
Improved efficiency and effectiveness of the assurance service, thus adding value to the process while reducing disruption to your operations.
Single audit approach
The OMB's Uniform Guidance (2 CFR Part 200) is effective for federal grants made on or after December 26, 2014. This affects how federal grants are managed and audited and impacts every organization that receives federal assistance. Grant compliance can be a confusing topic and many of our clients rely on their federal funding as a major revenue source, so it is important that they understand what these changes mean to their organization. As a leader in the industry, CLA was out in front of these changes and informed our clients of how to be proactive about these changes and how they could impact their entity. CLA professionals are available to provide guidance and tools tailored to the City's needs, and to assist in compliance with these rules.
The AICPA clarified auditing standard, AU -C 935 "Compliance Audits," requires risk-based concepts to be used in all compliance audits including those performed in accordance with 2 CFR Part 200. Our risk-based approach incorporates this guidance.
We will conduct our single audit in three primary phases, as shown, below:
Phase 1
Risk assessment
and planning
rf—]i
r �
PHASE 1: RISK ASSESSMENT AND PLANNING
The risk assessment and planning phase will encompass the overall planning stage of the single audit engagement. During this phase, we will work closely with the City's management to determine that programs and all clusters of programs are properly identified and risk -rated for determination of the major programs for testing. We will also review the forms and programs utilized in the prior year to determine the extent of any changes which are required.
We will accomplish this by following the methodology below:
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• Determine the threshold to distinguish between Type A and B programs, including the effect of any loans and loan programs
• Utilizing the preliminary Schedule of Expenditure of Federal Awards, we will identify the Type A and significant Type B programs (25% of Type A threshold) in accordance with the Uniform Guidance • Identify the programs tested and the findings reported for the past two fiscal years. Determine and document the program risk based on the past two single audits • Prepare and distribute Type B program questionnaires to determine risk associated with Type B programs • Determine the major programs to be tested for the current fiscal year based on the previous steps • Based on our determination of the major programs, we will obtain the current year compliance supplement to aid in the determination of Direct and Material Compliance requirements, and customize the audit program accordingly
• Determine the preferred methods of communication during the audit PHASE 2: MAJOR PROGRAM TESTING
We will determine the programs to be audited based on the risk assessment performed in the planning phase.
We will perform the audit of the programs in accordance with UG.
To accomplish this, we will perform the following:
Schedule an introductory meeting and notify the City's management of the major programs for the current fiscal year
Plan and execute the testing of the expenditures reported on the Schedule of Expenditures of Federal Awards
Perform tests of compliance and internal controls over compliance for each major program identified Schedule periodic progress meetings to determine that schedules are adhered to and identify issues as they arise
• Conduct entrance and exit conference meetings with each grant manager PHASE 3: FINAL ASSESSMENT AND REPORTING
We will re -perform the steps noted in the preliminary assessment and planning stage once the final Schedule of Expenditures of Federal Awards is received to determine if additional major programs were identified.
Based on the final determination of the programs we will perform the following:
Identify Type A and significant Type B programs which were not previously identified.
Re -assess the risk and determine if we are required to audit additional programs.
Perform compliance testing at the entity wide level related to procurement and cash management requirements.
Perform testing to validate the status of prior year findings for those programs not selected for audit.
Prepare the Schedule of Findings and Questioned Costs.
Conduct exit conference with the City's management to review drafts of required reports:
Independent Auditors' Report on Internal Control over financial reporting and on compliance and other matters based on an audit of Financial Statements Performed in Accordance with Government Auditing Standards
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Independent Auditor's Report on Compliance for Each Major Federal Program, Report on Internal Control Over Compliance, and Report on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance
Throughout the single audit, we will maintain communication through periodic progress meetings with those designated by the City. These meetings will be on a set schedule, but as frequently as the City determines.
During these meetings, we will discuss progress impediments and findings as they arise. a. Engagement timetable
Our project management methodology results in a client service plan that provides for regular, formal communication with the entire management team and allows us to be responsive to your needs. The schedule allows for input from your personnel to make certain that the services are completed based on your requirements.
Significant Milestones Target Dates
Entrance conference May 3, 2022
Interim audit work begins August 1, 2022
Field audit work begins October 3, 2022
Draft reports November 30, 2022
Financial audit oversight committee meeting December 15, 2022 Final distribution of reports December 31, 2022
Once fieldwork commences each year, progress reports will be made on at least a monthly basis to the finance director and/or accounting manager. An exit conference to summarize the results of the fieldwork and to review significant findings will occur on the last day of fieldwork or shortly thereafter.
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b. Level of staff and number of hours to be assigned
Our project management methodology results in a client service plan that provides for regular, formal communication with the entire management team and allows us to be responsive to your needs. The schedule allows for input from your personnel to make certain that the services are completed based on your requirements. The plan may also be amended during the year based on input from the Internal Auditor.
Please see the below chart for the level of staff and approximate number of hours to be assigned to each proposed phase:
Financial Statement Audit
Engagement
Segment
Principal
Manager
Seniors
Associates
CIerical
Total
Hours
Planning and
strategy
10 14 16 6 2 48
Systems
evaluations
8 14 22 36 80
Testing and
analysis
8 16 50 95 169
Reporting and
follow up
22 27 40 18 26 133
Total
48 71 128 155 28 430
Single Audit
Engagement
Segment
Principal
Manager
Seniors
Associates
Clerical
Total
Hours
Risk
assessment 1 2 2 5
and planning
Major
program
testing
8 20 28
Final
assessment
and reporting
1 2
2 2 7
Tota! 2 4:: 12
20 2 40
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c. Sample size and statistical sampling
We follow the guidance of AU -C Section 530, Audit Sampling, in using statistical and nonstatistical approach. We use quality control material in all our audit engagements. These forms guide our staff through a logical process of assessing inherent risk, control risk, and combined audit risk, followed by an assessment of appropriate sample size for testing.
Because our sample sizes are affected by many variables, a statement about sample sizes cannot be made in absolute terms. However, regarding sample selection, we will generally utilize representative sampling for internal control and compliance tests, including those related to single audit compliance. Samples will also be used in conjunction with other tests of compliance (e.g., California Statutes, City Ordinances, etc.).
In general terms, sample sizes for compliance and controls testing obtained via our guidance usually fall into categories of 25, 40, or 60 depending on circumstances. Where the population being tested is less than 100 items, we will use the 20%, 30%, or 40% of the population depending on our control risk assessment.
In response to your request for an audit of all funds, for purposes of internal control testing of the City's cash receipts, cash disbursements, and payroll disbursements systems, at a minimum, we will start with a sample size of 40.
We are usually able to cover a substantial portion of the compliance and controls testing with one sample, resulting in a very efficient approach.
d. Procedures used to understand internal
processes and controls
We understand changing audit firms would require a new set of auditors to develop an understanding of the City and its internal control and operating structure. We also strive to develop our understanding in the least intrusive manner possible, while still maintaining our professional responsibilities. We would utilize a combination of internal control forms and interviews with key accounting personnel to gain and document our understanding of the City. We will also use as a baseline any existing internal control processes, policies, organizational charts, etc. the City may have already documented. Tests of design and operating effectiveness would then be performed to confirm our understanding.
The Committee of Sponsoring Organizations of the Treadway Commission (COSO) has established a framework for internal control systems. Under the COSO framework, internal control is a process to provide reasonable assurance that those internal objectives, including effectiveness and efficiency of business operations, reliability of financial reporting, and compliance with applicable laws and regulations, will be met.
Our audit approach is designed to evaluate and test the departmental internal controls in accordance with COSO concepts. Our procedures include a review of the overall control environment, determination of the internal controls which are determined to be direct and material to the federal program under review, determination of the adequacy of those procedures, and testing of the procedures to determine if they are functioning as designed.
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During the planning and internal control phases of our audit, we will develop our understanding of the City business operations and internal control structure for financial accounting and relevant operations through observation, discussion, and inquiries with management and appropriate personnel. During this phase of the audit, we will review budgets and related materials, organization charts, accounting and purchase manuals, and other systems of documentation that may be available.
Once we understand your operations, we will then identify control objectives for each type of control that is material to the financial statements. The next step will be to identify and gain an understanding of the relevant control policies and procedures that effectively achieve the control objectives. We will then determine the nature, timing, and extent of our control testing, and perform tests of controls.
This phase of the audit will include extensive testing of controls over transactions, financial reporting, and compliance with laws and regulations. Whenever possible, we will use dual-purpose tests to reduce the need to select multiple samples for internal control and compliance testing. We will be as efficient as possible, thereby reducing the disruption to your operations while achieving our audit objectives.
Our assessment of internal controls will determine whether the City has established and maintained internal controls to provide reasonable assurance that the following objectives are met:
Transactions are properly recorded, processed, and summarized to permit the preparation of reliable financial statements and to maintain accountability over assets Assets are safeguarded against loss from unauthorized acquisition, use, or disposition Transactions are executed in accordance with laws and regulations that could have a direct and material effect on the financial statements
Our workpapers during this phase will clearly document our work through preparing the following for each significant transaction cycle or accounting application:
Audit program
Cycle memo and supporting documentation
Account risk analysis (ARA)
Specific control evaluation (SCE)
e. Approach to be taken in determining laws and regulations that will be subject to audit test work
We will obtain an understanding of the laws and regulations that impact the City's operations by reviewing council minutes to identify any ordinances or resolutions that might have an impact to operations and reporting by the City, as well as interview key personnel and management of the City. The staff assigned to the engagement attend regular trainings and are well versed in upcoming legislation and federal and state laws (i.e., Uniform Guidance) and proactively discuss these upcoming changes with our clients.
We will also review current operations, contracts and IGA's that may impact current operations. f. Approach to be taken in drawing audit samples for purposes of tests of compliance
Please refer to item 7. c.
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8. Identification of Anticipated Potential Audit
Problems
In situations where authoritative guidance on a particular transaction or accounting issue is unclear or subject to interpretation, our approach is to proactively meet with management to discuss the issue and reach a conclusion that is hopefully agreed upon by both parties. We do not have specific firm policies that dictate our conclusions to be reached on all complex accounting issues. Rather, each issue must be evaluated independently by our engagement team. As discussed above, we will not only meet internally, but also facilitate discussion with the City's management team in order to obtain a mutual understanding of the particular accounting issue, determine the applicable authoritative guidance that most closely relates to the issue, and strive to reach an approach agreed upon by both parties. If there remains any ambiguity or disagreement, we can explore other resources that could possibly assist, such as subject matter professionals within the Government Accounting Standards Board staff or the Government Finance Officers Association (GFOA) or perhaps other municipalities who may have dealt with similar issues.
At this time, we have not identified any anticipated potential audit problems.
Assistance from client
We request that the City provide access to all records required for the audits and other requirements of the contract. In addition, we request that you assign a "project coordinator" through whom we will communicate and coordinate activities. We do not foresee needing the City's staff other than during normal business hours.
To assist in this process, we will provide a detailed Prepared by Client list early in the engagement. We will ask that your accounting staff provide us with standard schedules, as well as additional requested supporting items.
We anticipate that your accounting personnel will need to locate and submit to us certain invoices, vouchers, cancelled checks, and other documents and records. We are extremely flexible as to the format in which we receive this information and will determine through the latest technology that your personnel will not be asked to perform any unnecessary or extensively disruptive tasks.
We will depend on your staff to provide us with as much information as possible, to try to limit everyone's time on the engagement and, ultimately, to save your organization money.
9. Response to City Standard Two -Party Agreement
CLA does not take objections to the City's standard two-party agreement provided that it is clear that the ownership of the audit workpapers lies with CLA in accordance with generally accepted auditing standards.
City's standard form of agreement shall be the basis of the agreement between the City and the firm selected.
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Appendix
Engagement team biographies
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�T.
Robert J. Callanan, CPA
CLA (CliftonLarsonAllen LLP)
IPrincipal
Irvine, California
714-795-5354
[email protected]
Profile
Robert is an assurance principal at CLA's Irvine office, formerly White Nelson Diehl Evans LLP (WNDE). He has more than 30 years of experience. Bob's focus knowledge is in audit, assurance, and consulting services for governmental agencies, including cities, special districts, and non-profit organizations.
Technical experience
• Local government, including nonprofits, cities and special districts Education and professional involvement
• Bachelor of arts in business administration from Aquinas College, Grand Rapids, Michigan • Bachelor of science in accounting from Aquinas College, Grand Rapids, Michigan • American Institute of Certified Public Accountants (AICPA) • California Society of Certified Public Accountants (CaICPA • California Society of Municipal Finance Officers (CSMFO) • California Governmental Accounting and Auditing Committee • California Committee on Municipal Accounting
• Government Finance Officers Association (GFOA)
Local government experience
Cities:
• Alhambra Campbell Chino
• Del Mar Irvine La Palma
• Monterey Park Newport Beach Norco
Pasadena * San Buenaventura Signal Hill
• Rancho Palos Verdes Vernon
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©2022 CliftonLarsonAllen LLP 1 A-2
Special Districts:
Greater Los Angeles County Vector Control District
Orange County Mosquito and Vector Control District
Pico Rivera Water Authority
Pomona Walnut Rowland Joint Water Line
Commission
Rowland Water District
Southeast Water Coalition
Sunset Beach Sanitary District
Surfside Colony Stormwater Protection
District
Surfside Community Services District
Sunset Beach Sanitary District
Surfside Colony Stormwater Protection
District
Surfside Community Services District
Ventura Port District
Continuing professional education
2021 Total Hours
Owner Promise Meeting 2022 14.0
State and Local Gov (SLG) learning series - Part 5 2.0
CLA 2021 California State and Local Government Training Academy 4.0 State and Local Gov (SLG) learning series - Part 4 2.0
State and Local Gov (SLG) learning series - Part 3 2.0
State and Local Gov (SLG) learning series - Part 2 2.0
State and Local Gov (SLG) learning series - Part 1 1.0
CLA American Rescue Plan Act of 2021- Perspectives and Lessons Learned for 1.5 Government Organizations
Ethics for California CPAs 4.0
The Anti -fraud Playbook 2.0
A Best Practice Electronic Payment Fraud Avoidance Program 2.0 2021 February GAAC Meeting 4.0
Single Audit Methodology - Legacy WNDE and Legacy Atkinson 3.0 2020
Keynote Speaker Rebecca Ryan
Investment Portfolio Solutions Working with an Advisor or Going it Alone GASB Update Projects Under Construction
Keynote Speaker Jeffrey Barnes
Understanding the LIBOR Transition
7 Solutions to Addressing Pension Liabilities
It's the Housing Supply, stupid
GA&A Committee Meeting
Risky Business - Conducting Remote Audits in Uncertain Times Heard in the Hallways: Commonly Asked Yellow Book Questions COVID-19: Analyzing Revenue and Cash Flow
Gov't Accounting & Auditing Virtual Conference
Government Interim Training
Independence Gov't
2020 OMB Compliance Supplement and Single Audit Update
Risk Assessment - Government Audits
Government Accounting, Auditing and Reporting
2020 Single Audit Update
Create Opportunities
43.5 1.0
1.5 1.5
1.0 1.5
1.5 1.5
4.0 1.0
2.0 1.5
9.0 4.0
1.0 2.0
2.0 3.0
2.5 ©2022 CliftonLarsonAllen LLP 1 A-3
2020 Single Audit Update
Assurance & Tax Policies and Procedures - Legacy WNDE
Technology Overview - Legacy WNDE
Assurance Methodology - Legacy WNDE
Think Security: Don't be a Target
2019
CSMFO - Fiscal Distress: Early Warning Signs and Best Practices of Recover CSMFO - Don't be a Victim of Fraud: Profile of a Perpetrator CSMFO - Exploring Leadership in a Deeper Way
CSMFO - GASB Update - The Standards Section
Annual Governmental GAAP Update
Spidell Tax Webinar - Federal and California
2019 GACQAnnual Update Webcast
Governmental Auditing
Risk Assessment Considerations in a SLG Financial Statement Audit GASB Implementation Guides for Fiduciary Activities and Leases GAA Committee Meeting
Annual Governmental GAAP Update
Team Effectiveness
CI Arnnnort rnalm
WEALTH ADVISORY 1 OUTSOURCING 1 AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor.
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3.0 4.5
2.5 4.5
1.0 57.0
1.5 1.5
1.5 1.5
4.0 8.0
2.0 4.0
2.0 2.0
4.0 4.0
7.0 43.0
A momgor 6t
(Nexia
International
©2022 CliftonLarsonAllen LLP I A-4
�T.
Nitin P. Patel, CPA
CLA (CliftonLarsonAllen LLP)
IPrincipal
Irvine, California
714-795-5387
[email protected]
Profile
Nitin is an assurance principal at CLA's Irvine office, formerly White Nelson Diehl Evans (WNDE). He has more than 34 years of experience and specializes in audit assurance and consulting services for governmental agencies, including cities and special districts, as well as tax services for individuals.
Nitin has experience in supervision of more than a hundred audits of governmental agencies including cities, successor agencies/redevelopment agencies, nonprofit corporations, joint powers authorities, and special districts. He also provides consulting services for governmental agencies including special internal control reviews, cost allocation plans, cable television rate reviews, reviews of City Treasurer operations, and transient occupancy tax reviews of city hotels/motels.
Technical experience
Local government, including cities, joint powers authorities, and special districts Education and professional involvement
Bachelor of art in economics from University of California, Irvine, California Bachelor of science in biological science from University of California, Irvine, California American Institute of Certified Public Accounts (AICPA), member California Society of Certified Public Accountants (CaICPA), member California State Municipal Finance Officers (CSMFO), member Government Finance Officers Association (GFOA), member
California State Committee for Governmental Auditing and Accounting Local government experience
Cities:
Colton La Habra San Gabriel Tustin
Covina Laguna Hills San Juan Capistrano Victorville
El Segundo Norwalk Santa Ana West Hollywood
Gilroy Orange Santa Barbara Westminster
Special Districts:
Calleguas Municipal Water District
Coachella Valley Water District
Laguna Beach County Water District
La Habra Heights County Water
District
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Mesa Water District South Coast Water District
Orange County Water Western Municipal Water
District District
Serrano Water District
©2022 CliftonLarsonAllen LLP 1 A-5
Continuing professional education
2021 Total Hours
2021 February GAAC Meeting 1.5
2021 GASB Update 1.5
Assurance Quarterly Update - Q2 2021 1.5
Assurance Quarterly Update - Q4 2021 1.5
Audit Report Changes: SAS 134, 135, 137, 139 and 140 1.5 Audit Risk Assessment 4.0
CLA 2021 California State and Local Government Training Academy 4.0 CLA American Rescue Plan Act of 2021: Perspectives and Lessons Learned for Government Organizations 2.0
CLA Demystifying Revenue Loss and ARPA Funds 2.0
Coaching for Inspired Careers - May 2021 4.0
Effective Compensation Conversations 4.0
Risk Management Q4 2021 1.0
Single Audit Methodology - Legacy WNDE and Legacy Atkinson 2.0 Single Audit Update 2021 2.0
State and Local Gov (SLG) learning series - Part 1 2.0
State and Local Gov (SLG) learning series - Part 2 2.0
State and Local Gov (SLG) learning series - Part 3 3.0
State and Local Gov (SLG) learning series - Part 4 2.5
State and Local Gov (SLG) learning series - Part 5 4.0
61.0 2020
GASB Update Projects Under Construction 1.5
Investment Portfolio Solutions: Working with an Advisor or Going it Alone 1.5 Protecting Your Entity from Fraud 1.5
It's The Housing Supply Stupid 1.5
Are You Ready for the New Fiduciary Activities Rules? 1.5 Spideli's 2020 4 -Hour Ethics Course 4.0
Yellow Book Overview and Update Including 2018 Revisions 4.0 GASB Statement 87 Leases 2.0
GASB Other Postemployment Benefits (OPEB) 2.0
Government Interim Training 4.0
Government/Fund Accounting: Introduction to Government Accounting, Financial Reporting and Financial Statement Analysis 4.0
Independence Gov't 1.0
GASB Conceptual Framework: Disclosures 2.0
A Guide Through Common Audit Deficiencies 2.0
2020 GASB Update 2.0
Risk Assessment - Government Audits 2.0
Government Accounting, Auditing and Reporting 3.0
2020 Single Audit Update 2.5
GAA Committee Meeting October 2020 4.0
Assurance & Tax Policies and Procedures - Legacy WNDE 4.5 Create Opportunities
©2022 CliftonLarsonAllen LLP 1 A-6
Technology Overview - Legacy WNDE
Assurance Methodology - Legacy WNDE
Think Security: Don't be a Target
Financial Statement Fraud
2019
Accounting Fraud: What We Can Do Better
GASB 87 & Lease Accounting: Its Coming, How to Prepare
Numbers Are My Friend: Why do I Need to Talk About Them? Don't be a Victim of Fraud: Profile of a Perpetrator
Connie Podesta - Exploring Leadership in a Deeper Way
GFOA Annual GAAP Update 2018
2019 GAQC Annual Update Webcast
Governmental Accounting & Auditing Conference Webcast
ACFR Preparation
Governmental Auditing
GASB Update the Implementation Guides are Here
GASB Implementation Guides for Fiduciary Activities and Leases GAA Committee Meeting
Annual GAAP Update
Team Effectiveness
CLAco nnect.com
WEALTH ADVISORY 1 OUTSOURCING 1 AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor.
Create Opportunities
2.5 4.5
1.0 2.5
61.0 4.0
1.5 1.5
1.5 1.5
4.0 2.0
8.5 3.5
4.0 2.0
2.0 4.0
4.0 7.0
51.0 A MMmEAI of
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©2022 CliftonLarsonAllen LLP 1 A-7
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Robert Peri, CPA
CLA (CliftonLarsonAllen LLP)
Manager
Irvine, California
714-795-5458
[email protected]
Profile
Rob is an assurance manager at CLA's Irvine office, formerly White Nelson Diehl Evans (WNDE). He has more than 14 years of experience in performing audits and consultations for government agencies and non-profit organizations, including single audits. He is also well versed in data analytics and cybersecurity for finance and accounting. His diverse client base includes organizations in the non-profit, governmental, financial services, manufacturing, distribution, and agriculture industries.
Technical experience
• Local government agencies, including cities, nonprofits, and special districts • Financial services
• Manufacturing and distribution
• Agriculture
• Data analytics
• Cybersecurity for finance and accounting
Education and professional involvement
• Bachelor of accounting from Brigham Young University, Laie, Hawaii • American Institute of Certified Public Accountants (AICPA), member • California Society of Certified Public Accountants (CaICPA), member Local government experience
Cities:
Burbank • Lancaster • Santa Ana
• Gilroy • Murrieta • Victorville
Special District:
• Monterey Peninsula Regional Park District
Continuing professional education
2021
Seamless Conference 2021
Risk Management Q4 2021
Assurance Quarterly Update - Q4 2021
Audit: Be in the Know 2021
Assurance Quarterly Update - Q3 2021
State and Local Gov (SLG) learning series - Part 5
Create Opportunities
2.8 1.0
2.2 4.4
2.0 2.0
©2022 CliftonLarsonAllen LLP 1 A-8
GASB Update for State and Local Government - #2 2.2
CLA 2021 California State and Local Government Training Academy 3.0 CLA 2021 California State and Local Government Training Academy 3.0 GASB Update for State and Local Government - #1 2.2
Single Audit Update 2021 2.4
State and Local Gov (SLG) learning series - Part 4 2.4
CLA Cybersecurity Compliance - Are You Accidentally Breaking the Law? 1.0 State and Local Gov (SLG) learning series - Part 3 2.4
Assurance Quarterly Update - Q2 2021 2.2
2021 Yellow Book and Single Audit Update 2.2
State and Local Gov (SLG) learning series - Part 2 2.4
State and Local Gov (SLG) learning series - Part 1 2.2
CLA American Rescue Plan Act of 2021- Perspectives and Lessons Learned for Government Organizations 1.8
2021 Yellow Book and Single Audit update 2.0
Revenue Risks: Identifying and Determining Responses (Industry Agnostic) 1.0 Single Audit Methodology - Legacy WNDE and Legacy Atkinson 3.0
49.8 2020
Think Security: Don't be a Target
Nonprofit and State & Local Government Learning Series #6 2020: Single Audit Update #2 Assurance Methodology - Legacy WNDE
Technology Overview - Legacy WNDE
Introduction to Fraud Auditing
Assurance & Tax Policies and Procedures - Legacy WNDE
2020 Single Audit Update
Government Accounting, Auditing and Reporting
Government Risk Assessment - 07/28/20 Makeup
EBP Fundamentals Part IV Financial Statements and Concluding the Audit Basics of EBP Investments - Part 1
2020 EBP Update Series - Part III (Audit, Accounting and Regulatory Updates) 2020 EBP Update Series - Part I (Advances in EBP Audits) 2020 EBP Update Series - Part II (EBP Audit Quality)
Independence Gov't
Government Interim Training
Spidell's 2020 4 -Hour CPA Ethics
GASB Update - Projects Under Construction
GASB Update the Implementation Guides are Here
Are You Ready for the New Fiduciary Activities Rules
Read All About It: The Blue Book Has Been Updated
1.0 2.0
4.5 2.5
4.0 3.0
2.5 3.0
2.0 3.0
1.0 1.5
1.5 1.0
1.0 4.0
4.0 1.5
1.5 1.5
1.5 47.5
2019
CSMFO Conference 12.5
GOFA Government GAAP Update 4
Coaching Conversation 7
ACFR Prep 3.5
Create Opportunities
©2022 CliftonLarsonAllen LLP 1 A-9
Government Audits: Excel, Final Fieldwork, Single Audit Sample Selection 3.5 Governmental Accounting 4
GAAP Update 4
38.5 .CLAconned..coim
WEALTH ADVISORY 1 OUTSOURCING 1 AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor.
Create Opportunities
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©2022 CliftonLarsonAllen LLP 1 A-10
James P. Kreiser, CISA, CRMA, CFSA
CLA (CliftonLarsonAllen LLP)
IPrincipal, Business Risk and IT Services 717-558-0860
Harrisburg, Pennsylvania [email protected]
Profile
Jim is a principal in the CliftonLarsonAllen LLP (CLA) specialized advisory services group. He has 22 years of professional services experience in providing consulting and advisory services. Jim spent 10 years of his experience working at a Big 4 firm in their business risk and technical risk services groups. His experience also includes internal audit roles at CitiBank, AMP, and Capital BlueCross. Jim has held roles of chief risk officer, general auditor, and others. His focus has primarily been in the governmental sector, health care, and financial institutions. At CLA, Jim has focused on clients particularly on consulting, IT, internal audit, and third -party reporting services.
Technical experience
Jim's experience includes managing and leading projects, which include engagements related to outsourced and co -sourced internal auditing, IT audit, third -party reviews and performance audits, enterprise risk management processes, IT security and auditing services, SSAE 16 reporting (SOC 1 and SOC2), operational improvements, process solutions and implementation for those solutions across the organization.
His primary focus for the firm is in the Public Sector Group (State and Local Government, Higher Education, and Non -Profit organizations).
His service experience is business risk, IT, and internal audit services. Specific experience includes, but is not limited to, the following:
• Internal audit outsourcing and co -sourcing, including information technology, financial, performance audits, and operational audits.
• IT security and risk consulting
• Enterprise -wide risk assessments.
• IIA Quality Assurance Reviews (QAR)
• Vendor mangement and Implementation Assessment
• Compliance related activities and benchmarking
• Presentations and Training; including speaking at various conferences/professional organizations on IT controls, Security, ERM, and third -party reporting, and risk management.
Create Opportunities
©2022 CliftonLarsonAllen LLP 1 A-11
Education and professional involvement
• Bachelor of science, Carnegie Mellon University — Pittsburgh, Pennsylvania o BS of managerial economics
o BS of philosophy
• Certified Information Systems Auditor
• Certified in Risk Management Assurance
• Certified Financial Services Auditor
Key relevant clients
• Maryland Transportation Authority
• Washington State Department of Transportation
• The Pennsylvania State System of Higher Education
• Commonwealth of Pennsylvania
• State of Rhode Island
• Maryland Department of Budget and Management
• West Virginia Higher Education Policy Commission
• State of Delaware
• Haverford College
• California Housing Finance Agency
Continuing professional education
2021
CLA 2021 California State and Local Government Training Academy 3.0 CLA Commonwealth of PA Government Technology and Internal Controls Training Day -2021 0.0
CLA Commonwealth of PA Government Technology and Internal Controls Training Day -2021 1.0
CLA American Rescue Plan Act of 2021— Perspectives and Lessons Learned for Government Organizations 4.0
CLA Commonwealth of PA Government Internal Controls & Soft Skills Training Day -2021 3.0
CLA Commonwealth of PA Government Internal Controls & Soft Skills Training Day -2021 1.5
IT & Cybersecurity Conference 2021 (GRC Track 1): FAS Training & Completion Steps 1.0
IT & Cybersecurity Conference 2021: Day 1 General Session 3.0 IT & Cybersecurity Conference 2021: Day 1 General Session 2.0 CLA Commonwealth of PA Government Ethics & Soft Skills Training Day -2021 3.0 CLA Commonwealth of PA Government Ethics & Soft Skills Training Day -2021 2.0 Total: 23.5
2020
Detailed Review Assurance
CLA Accounting & Soft Skills Training Day -2020
Create Opportunities
2.0 0.0
©2022 CliftonLarsonAllen LLP 1 A-12
SOC and the Cloud 1.0
Think Security: Don't be a Target 1.0
Coaching for Inspired Careers December 2020 1.0
2020 CLA Industries Celebration 3.0
CLA Commonwealth of PA Government Soft Skills and Internal Controls Webinar-2020 0.0
CLA State of Vermont August Training -2020 4.5
CLA Commonwealth of PA Government Technology Webinar Day 2-2020 0.0 CLA Commonwealth of PA Government Technology Webinar Day 1-2020 2.0 CLA State and Local Government Training Webinar Conference - June 2020 4.0 CLA Commonwealth of PA Government Accounting & Technology Webinar- 2020 4.5
ISSG Conference 2020 4.0
CLA Commonwealth of PA - Risk & Controls Day - January 2020 9.0 Total: 36.0
2019
Independence and Ethics Update 2019 2.0
Introduction to Software Assessment and Selection Services 1.0 CLA Preventing and Responding to Ransomware Attacks at State and Local Governments 0.0
SOC Updates 2019 3.0
CLA How to Verify Your SOC 2 Exam Keeps Pace with Cybersecurity Risks 0.0 CLA Commonwealth of PA - IT Day August 2019 0.0
CLA 2019 Government Training Academy -Maryland 3.0
CLA 2019 Government Training Academy -Maryland 0.0
CLA Commonwealth of PA -Audit Day July 2019 4.0
CLA Commonwealth of PA -Audit Day July 2019 0.0
CLA Commonwealth of PA -June 2019 Training 4.5
2019 Regulated Industries Conference: Tuesday A.M. General Session 4.0 2019 Regulated Industries Conference: State & Local Government Tuesday P.M. Breakout 3.5
CLA Vermont Training -May 2019 4.0
CLA Vermont Training -May 2019 3.0
CLA 2019 Vermont Training 2.0
EBP Update Part 2 2019 2.0
Hands-on IT Auditing: Stay One Step Ahead of the Hackers 4.5 SOC Training 2019 7.0
CLA Commonwealth of PA -March 2019 Training 5.0
CLA Commonwealth of PA -March 2019 Training 9.0
Total: 61.5
2018
Create Opportunities
©2022 CliftonLarsonAllen LLP 1 A-13
CLA Improving Operations and Managing Risk Improving Operations and Managing Risk in Skilled Nursing Facilities 2.0
CLA Improving Operations and Managing Risk Improving Operations and Managing Risk in Skilled Nursing Facilities 3.0
CLA 2018 Government Training Academy -Maryland 2.0
CLA 2018 Government Training Academy -Maryland 3.0
CLA Commonwealth of PA — May Training 3.0
CLA AGA — Dover Capital Chapter — Annual Professional Development Training 6.0 CLA Commonwealth of PA — April Training 4.0
CLA Commonwealth of PA—April Training 9.0
Total: 32.0
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WEALTH ADVISORY 1 OUTSOURCING 1 AUDIT, TAX, AND CONSULTING Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor.
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EXHIBIT B
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 CliftonLarsonAllen (CLA)
Rev. 08/2017
ACORD®
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
06/29/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
North Risk Partners
P.O. Box 64016
St Paul MN 55164-0016
INSURED
CliftonLarsonAllen LLP
LarsonAllen LLP, Clifton Gunderson LLP
220 South 6th Street, Suite 300
Minneapolis
MN 55402-1436
CONTACT Rose Tonn
NAME:
PHONE (763) 536-8006 I FAX
(A/C No. Ext): (A/C, No):
E-MAIL [email protected]
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURERA: Great Northern Insurance Company 20303
INSURER B : Federal Insurance Company 20281
INSURER C : Chubb Indemnity Insurance Company
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 21/22 CERT#3 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUER POLICY EFF POLICY EXP
TYPE OF INSURANCE
LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
X COMMERCIAL GENERAL LIABILITY
A
CLAIMS -MADE
X
OCCUR
35983569 12/31/2021 12/31/2022
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL &ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER: 1 GENERAL AGGREGATE
PRO-
JECT
POLICY
OTHER:
AUTOMOBILE LIABILITY
X - ANY AUTO
B - OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
X UMBRELLA LIAR
B EXCESS LIAB
C
X
LOC
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
OCCUR
CLAIMS -MADE
DED 1 XI RETENTION $ 0
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/N
N
73572825 12/31/2021 12/31/2022
79880747 12/31/2021 12/31/2022
N/A 71749276
12/31/2021 12/31/2022
PRODUCTS - COMP/OP AGG
Combined Total
C SdBFNED,SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
Uninsured motorist
EACH OCCURRENCE
AGGREGATE
XI STATUTE I I ERH
12777
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
10,000,000
1,000,000
1,000,000
50,000,000
50,000,000
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract.
General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Umbrella Policy is follow form. Waiver of Subrogation is included on Workers' Compensation Policies for all states except Kentucky where prohibited by law utilizing the following policy forms: California WC 90 03 75, Texas WC 42 03
CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman
Placentia
CA 92870
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
AmRL
AGENCY
North Risk Partners
POLICY NUMBER
CARRIER
ADDITIONAL REMARKS
AGENCY CUSTOMER ID: 00106559
LOC #:
ADDITIONAL REMARKS SCHEDULE
NAIC CODE
THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER: 25
FORM TITLE: Certificate of Liability Insurance
NAMED INSURED
CliftonLarsonAllen LLP
EFFECTIVE DATE:
04, All Other States, Except Kentucky WC 00 03 13, when required by prior written agreement. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY.
Page of
ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AC RL
AGENCY
North Risk Partners
POLICY NUMBER
CARRIER
AGENCY CUSTOMER ID:
LOC #:
ADDITIONAL REMARKS SCHEDULE
NAIC CODE
NAMED INSURED
CliftonLarsonAllen LLP
EFFECTIVE DATE:
Page of
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Remarks forms: California WC 90 03 75, Texas WC 42 03 04, All Other States, Except Kentucky WC 00 03 13, when required by prior written agreement. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY.
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page.
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us.
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
Schedule
1. (❑) Specific Waiver
Name of person or organization
(❑x) Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.
2. Operations:
ALL CALIFORNIA OPERATIONS
3. Premium:
The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.
4. Minimum Premium:
Authorized Representative
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1 2- 3 1- 2 Policy No. 7 1 7 4 9 2 7 6 Endorsement No.
InsuredCLIFTONLARSONALLEN LLP Premium $1 ncl .
Insurance Company Chubb Indemnity Insurance Company
WC 90 03 75 (05/18)
Countersigned By
Producer Copy
CHUBB°
Policy Conditions
Endorsement
Policy Period DECEMBER 31, 2021 TO DECEMBER 31, 2022
Effective Date DECEMBER 31, 2021
Policy Number 3598-35-69 MIN
Insured CLIFTONLARSONALLEN LLP
Name of Company GREAT NORTHERN INSURANCE COMPANY
Date Issued DECEMBER 20, 2021
This Endorsement applies to the following forms:
COMMON POLICY CONDITIONS
Conditions
Notice Of Cancellation
To Scheduled Persons
Or Organizations When
We Cancel
Under Conditions, the following condition is added.
When we cancel this policy for any reason, other than non-payment of premium, we will notify person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation date.
Any failure by us to notify such person(s) or organization(s) will not:
• impose any liability or obligation of any kind upon us; or • invalidate such cancellation.
Schedule
If you are obligated, pursuant to a written contract or agreement, to provide person(s) or organization(s) with notice of cancellation, then we will notify such person(s) or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and, if available, e-mail address of the person(s) or organization(s).
All other terms and conditions remain unchanged.
Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non -Payment Of Premium) continued Form 80-02-9779 (Ed. 3-11) Endorsement Page 1
Conditions
(continued)
Authorized Representative
Q 0.&J
Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non -Payment Of Premium) last page Form 80-02-9779 (Ed. 3-11) Endorsement Page 2
Conditions
(continued)
Transfer Or Waiver Of
Rights Of Recovery
Against Others
We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss.
To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them.
This condition does not apply to medical expenses.
Liability Insurance
Form 80-02-2000 (Rev. 4-01)
Contract Page 24 of 32
CHUBB°
Liability Insurance
Endorsement
Policy Period DECEMBER 31, 2021 TO DECEMBER 31, 2022
Effective Date DECEMBER 31, 2021
Policy Number 3598-35-69 MIN
Insured CLIFTONLARSONALLEN LLP
Name of Company GREAT NORTHERN INSURANCE COMPANY
Date Issued DECEMBER 20, 2021
This Endorsement applies to the following forms:
GENERAL LIABILITY
Who Is An Insured
Additional Insured -
Scheduled Person
Or Organization
Under Who Is An Insured, the following provision is added.
Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy.
However, the person or organization is an insured only:
if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured;
for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and
with respect to damages, loss, cost or expense for injury or damage to which this insurance applies.
No person or organization is an insured under this provision:
that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement.
Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1
CHUBB°
Liability Endorsement
(continued)
Conditions
Other Insurance —
Primary, Noncontributory
Insurance — Scheduled
Person Or Organization
Under Conditions, the following provision is added to the condition titled Other Insurance.
If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization.
Schedule
ANY PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,
PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH
SUCH INSURANCE AS IS AFFORDED BY THIS POLICY.
All other terms and conditions remain unchanged.
Authorized Representative
Q 0.&J
Liability Insurance Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07)
Endorsement
last page
COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION
(OTHER THAN NONPAYMENT OF PREMIUM)
SCHEDULED PERSON(S) OR ORGANIZATION(S)
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM
GARAGE COVERAGE FORM
TRUCKERS COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.
SCHEDULE
Name of Person(s) or Organization(s):
IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO
PROVIDE PERSON(S) OR ORGANIZATION(S) WITH NOTICE OF CANCELLATION,
THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATION(S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE
FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD
PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E-MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S).
Address:
N/A
Under Common Policy Conditions the following condition is added:
NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM)
SCHEDULED PERSON(S) OR ORGANIZATION(S)
When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date.
Any failure by us to notify such person(s) or organization(s) will not:
• Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation.
16-02-0306 (Ed. 5-11) Page 1 of 1
COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.
1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. — CANCELLATION - of the
COMMON POLICY CONDITIONS form IL 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if we cancel for any other reason.
2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named Insured shown in the Declarations is
amended to include:
1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.
However, the Named Insured does not include
any subsidiary that is an "insured" under any
other automobile policy or would be an
"insured" under such a policy but for its
termination or the exhaustion of its Limit of
Insurance.
2. Any organization that is acquired or formed by
you and over which you maintain majority
ownership. However, the Named Insured
does not include any newly formed or acquired
organization:
(a) That is an "insured" under any other
automobile policy;
(b) That has exhausted its Limit of Insurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.
Coverage does not apply to "bodily injury" or
"property damage" that results from an "accident"
that occurred before you formed or acquired the
organization.
B. Employees as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
C. Lessors as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is
amended to add the following:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor; and
(2) The "auto" is leased without a driver.
Such leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
However, the lessor is an "insured" only
for "bodily injury" or "property damage"
resulting from the acts or omissions by:
1. You;
2. Any of your "employees" or agents;
or
3. Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto" with the
permission of any of 1. and/or 2.
above.
D. Persons And Organizations As Insureds
Under A Written Insured Contract
Paragraph A.1 — WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is
amended to add the following:
f. Any person or organization with respect to
the operation, maintenance or use of a
covered "auto", provided that you and
such person or organization have agreed
under an express provision in a written
"insured contract", written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an "insured".
However, such person or organization is
an "insured" only:
Form: 16-02-0292 (Rev. 11-16) Page 1 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
(1) with respect to the operation,
maintenance or use of a covered
"auto"; and
(2) for "bodily injury" or "property damage"
caused by an "accident" which takes
place after:
(a) You executed the "insured
contract" or written agreement; or
(b) The permit has been issued to
you.
3. FELLOW EMPLOYEE COVERAGE
EXCLUSION B.S. - FELLOW EMPLOYEE — of
SECTION II — LIABILITY COVERAGE does not apply.
4. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY
TRANSPORTATION EXPENSE COVERAGE
Paragraph A.4.a. — TRANSPORTATION EXPENSES
— of SECTION III — PHYSICAL DAMAGE
COVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.
5. AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. — COVERAGE EXTENSIONS - of
SECTION III — PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c. Unpaid Loan or Lease Amounts
In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a
covered "auto" minus:
1. The amount paid under the Physical Damage
Coverage Section of the policy; and
2. Any:
a. Overdue loan/lease payments at the time of
the "loss";
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage;
c. Security deposits not returned by the lessor:
d. Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or lease;
and
e. Carry-over balances from previous loans or
leases.
We will pay for any unpaid amount due on the loan or
lease if caused by:
1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto";
2. Specified Causes of Loss Coverage only if the
Declarations indicate that Specified Causes of
Loss Coverage is provided for any covered "auto";
or
3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any
covered "auto.
6. RENTAL AGENCY EXPENSE
Paragraph A. 4. — COVERAGE EXTENSIONS — of
SECTION III — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
d.
Rental Expense
We will pay the following expenses that you or
any of your "employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:
MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:
1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or "loss" of, that vehicle, including
income lost due to absence of that vehicle for
use as a replacement;
2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered "loss"; and
3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.
4. $7,500 maximum total amount for paragraphs
1., 2. and 3. combined.
7. EXTRA EXPENSE — BROADENED COVERAGE
Paragraph A.4. — COVERAGE EXTENSIONS — of
SECTION III — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
e. Recovery Expense
We will pay for the expense of returning a
stolen covered "auto" to you.
8. AIRBAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS — of SECTION
III — PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.
9. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT - BROADENED COVERAGE
Paragraph C.1.b. — LIMIT OF INSURANCE - of
SECTION III - PHYSICAL DAMAGE is deleted
and replaced with the following:
$2,000 is the most we will pay for "loss" in any
one "accident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of 'loss", is:
Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
An integral part of such equipment.
b.
(1)
(2)
(3)
10. GLASS REPAIR — WAIVER OF DEDUCTIBLE
Form: 16-02-0292 (Rev. 11-16) Page 2 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
Under Paragraph D. - DEDUCTIBLE — of
SECTION III — PHYSICAL DAMAGE COVERAGE
the following is added:
No deductible applies to glass damage if the glass
is repaired rather than replaced.
11. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE — of SECTION III —
PHYSICAL DAMAGE COVERAGE is amended to
add the following:
If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident", the following applies:
1. If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived; or
2. If the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF
AN ACCIDENT, CLAIM, SUIT OR LOSS of
SECTION IV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
a. In the event of "accident", claim, "suit" or
"loss", you must promptly notify us when the
"accident" is known to:
(1) You or your authorized representative, if
you are an individual;
(2) A partner, or any authorized
representative, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
limited liability company.
Knowledge of an "accident", claim, "suit" or
"loss" by other persons does not imply that the
persons listed above have such knowledge.
Notice to us should include:
(1) How, when and where the "accident" or
"loss" occurred;
(2) The "insured's" name and address; and
(3) To the extent possible, the names and
addresses of any injured persons or
witnesses.
13. WAIVER OF SUBROGATION
Paragraph A.S. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION IV — BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
5. We will waive the right of recovery we would
otherwise have against another person or
organization for "loss" to which this insurance
applies, provided the "insured" has waived
Form: 16-02-0292 (Rev. 11-16)
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such "loss".
To the extent that the "insured's" rights to
recover damages for all or part of any
payment made under this insurance has not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rights and
must do nothing after "accident" or "loss" to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us enforce them.
14. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
Paragraph B.2. — CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
IV — BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we will
not void coverage under this Coverage Form
because of such failure.
15. 16.
17. AUTOS RENTED BY EMPLOYEES
Paragraph B.S. - OTHER INSURANCE of
SECTION IV — BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire. If an
"employee's" personal insurance also applies
on an excess basis to a covered "auto" hired
or rented by your "employee" on your behalf
and at your direction, this insurance will be
primary to the "employee's" personal
insurance.
HIRED AUTO — COVERAGE TERRITORY
Paragraph B.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION IV —
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered "auto" of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 45 days or
less; and
RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V — DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
injury" sustained by that person.
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14)
TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page.
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us.
This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
The premium for this endorsement is shown in the Schedule.
Schedule
1. (❑) Specific Waiver
Name of person or organization
(❑x) Blanket Waiver
Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.
2. Operations:
3. Premium:
The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.
4. Advance Premium:
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-21 Policy No. 71749276 Endorsement No.
Insured CLIFTONLARSONALLEN LLP Premium $ Incl .
Insurance Company Chubb Indemnity Insurance Company
Countersigned By
WC 42 03 04 B
(Ed. 6-14)
© Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved.
Insured Copy
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
WC 00 03 13
(Ed. 4-84)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy.
For policies or exposure in Missouri:
Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-21 Policy No. 71749276
Endorsement No.
Insured CLIFTONLARSONALLEN LLP Premium $ Incl .
Insurance Company Chubb Indemnity Insurance Company
WC 00 03 13
(Ed. 4-84)
© 1983 National Council on Compensation Insurance.
Countersigned By
Insured Copy
POLICY NUMBER: (21)7357-28-25 COMMERCIAL AUTO
16-02-0316 Ed. 10 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NON-CONTRIBUTORY LIABILITY
INSURANCE
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: CLIFTONLARSONALLEN LLP
Endorsement Effective Date: 12/31/2021
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
AS REQUIRED BY WRITTEN CONTRACT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The following is added to Item 5. — "Other
Insurance" of Item B. — "General Conditions" under
Section IV — "Business Auto Conditions":
e. Regardless of the provisions of Paragraph 5.a.
through d. above, for any liability arising out of the
ownership, maintenance, use, rental, lease, loan, hire
or borrowing by an "insured" of a covered "auto" for
which an "insured" is contractually obligated to
provide primary insurance coverage to a client, this
Coverage Form will be primary and non-contributory
with respect to the Persons or Organizations in the
schedule, regardless of the availability or existence of other collectible insurance under any other Coverage
Form or policy that applies on a primary basis.
16-02-0316 Ed. 10 14 Page 1 of 1
A oI CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
07/08/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 1-847-385-6800 ICONTACT NAME: Nadine Daniels
E
X
(A/C No. No. Ext): 847-385-6800 (A//C, No):
IE-MAIL
ADDRESS:
PRODUCER
Edgewood Partners Insurance Center
Lemme, a division of EPIC
111 West Campbell
4th Floor
Arlington Heights, IL 60005
INSURED
CliftonLarsonAllen, LLP
220 South Sixth St.
Suite 300
Minneapolis, MN 55402
INSURER A :
INSURER B :
I INSURER C :
I INSURER D :
I INSURER E :
I INSURER F :
[email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
Swiss Re International SE and Various
COVERAGES CERTIFICATE NUMBER: 66104255 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS
LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYYI
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
■
■
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
UMBRELLA LIAB
EXCESS LIAB
DED RETENT ON $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Professional Liability
OCCUR
CLAIMS -MADE
YIN
N/A
B0572MR211381
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
EACH OCCURRENCE
AGGREGATE
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
12/15/21 12/15/22 Each Claim
Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Self -Insured Retention: $6,000,000 each claim / $12,000,000 aggregate
CERTIFICATE HOLDER
City of Placentia
401 E. Chapman
Placentia, CA 92870
ACORD 25 (2016/03)
Sue. [email protected]_LEM
66104255
CANCELLATION
1,000,000
2,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
USA
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