cc 2025 AR 04/08 contract for public accounting services with davis farr llp

ACTION:
____________________________

Clerk/Secretary
Department: Finance Item No: C10
Prepared by: Matt McDonald, Finance Assistant Director Meeting Date: April 8, 2025 Approved by:

Mike Sylvia, Finance Director/Treasurer
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: CONTRACT FOR PUBLIC ACCOUNTING SERVICES WITH DAVIS FARR LLP RECOMMENDATION: Adopt City Council Resolution No. 2025- , approving a contract with Davis Farr, LLP for public accounting services.

CO
RRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility.

PRIOR ACTION: On May 26, 2020, adopted City Council Resolution No. 2020-82, awarding a contract for audit services to Davis Farr, LLP(Vote: 5-0).

STATEMENT ON THE SUBJECT: The City of Vista and the Buena Sanitation District require the services of a qualified public accounting firm to perform financial auditing and related services in compliance with applicable laws and regulations. To solicit competitive proposals, staff advertised the project on February 12, 2024, via the City’s procurement website and online procurement portal, OpenGov. By the February 27, 2024 deadline, the City received bids from Davis Farr LLP, CliftonLarsonAllen LLP (CLA), and Eadie and Payne, LLP. After a thorough evaluation, City staff determined that Davis Farr LLP offered the best combination of expertise, experience, and price. As a result, Davis Farr LLP has been identified as a qualified and experienced firm capable of providing these services. The contract covers fiscal years 2024- 25 through 2028-29, with a total cost of $403,735. Approval of this contract will ensure continued financial oversight and accountability for both entities.

F
ISCAL IMPACT: The total contract amount of $403,735 will be allocated to the Finance Department’s professional services budget, with costs appropriately distributed between the City of Vista and the Buena Sanitation District on an annual basis.

EXHIBITS:

1. City Council Resolution No. 2025- , approving contract with Davis Farr, LLP for public accounting se
rvices

2. C
ontract with Davis Farr, LLP
AGENDA
REPORT

CI TY COUNCIL

C OMMUNITY DEVELOPMENT COMMISSION

S UCCESSOR AGENCY

BUE NA SANITATION DISTRICT

J OINT POWERS FINANCING AUTHORITY
04/08/2025
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RE
SOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING A CONTRACT WITH DAVIS FARR, LLP

FOR PUBLIC ACCOUNTING SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City of Vista and the Buena Sanitation District require the services of a qualified public accounting firm to perform financial auditing and related services in compliance with applicable laws and regulations.

B. City staff solicited bids for financial auditing services through a public posted request for proposals (“RFP”). By the RFP’s February 27, 2024 deadline, three bids were received, including a bid from Davis Farr LLP, CliftonLarsonAllen LLP and Eadie and Payne, LLP.

C. Following an evaluation process of all three bids, Davis Farr LLP was selected as the most qualified firm based on its combination of expertise, experience and price.

D. The City has negotiated a contract with Davis Farr LLP for public accounting services covering the fiscal years 2024-25 through 2028-29, in the total amount of $403,735.

2. Action.

A. The City Council hereby approves the contract with Davis Farr LLP for public accounting services for the fiscal years 2024-25 through 2028-29, in the total amount of $403,735.

B. The City Manager is authorized and directed to execute the contract with Davis Farr LLP and to take all necessary actions to implement the contract on behalf of the City.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on April 8, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED
Walter C. Chung
20250331104942
APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
04/08/2025
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EXHIBIT 1
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CONTRACT FOR PROFESSIONAL SERVICES
Public Accounting Services
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Mathew McDonald
Billing Contact: Mathew McDonald
The “Contractor”
Davis Farr, LLP
18201 Von Karman Avenue, Suite 1100
Irvine, CA 92612
Contact: Jonathan Foster, CPA

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in the Request for Proposals attached as Exhibit A.

2.2 The “Required License” for the Services is: Certified Public Accountant

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated February 26, 2025 (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: $403,735

2.7 Any references in Exhibit A or Exhibit B to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 36 calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional 24 months, in increments of City’s choice, for a maximum Term of 60 months from the Contract Date.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

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EXHIBIT 2
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4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit B.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

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6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the State of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

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9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, Docusign Envelope ID: FC3E7A8B-D6BB-48B3-A0B5-93ABDB2F822C 04/08/2025
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including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee, or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

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14.0 FINANCIAL RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.

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17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.

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20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding Docusign Envelope ID: FC3E7A8B-D6BB-48B3-A0B5-93ABDB2F822C 04/08/2025
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between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

Jonathan Foster, CPA

By:

Name/Title

By:

Name/Title

APPROVED
Walter C. Chung
20250311114249

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Jonathan Foster
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Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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OPOSAL FOR
PROFE

SSIONAL AUDITING

SERVICES

ITY OF VISTA
20 0 Civic Center Drive
Vista, CA 92084

Febr
uary 26, 2025
Prepa
red By:

Davis
Farr LLP
18201 Von Karman Ave | Suite 1100
Irvine, CA 92612

Cont
act Person:

Jona
than Foster, CPA | Partner
Office: 949.474.2020 | Direct: 949.783.1744
Email: [email protected]
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Tab
le of Contents
Sectio
n A – About Davis Farr LLP .................................................................................... 1 Sectio
n B – Our Prior Experience Auditing Government Agencies .................................. 3 Sectio
n C – Client References ......................................................................................... 4 Sectio
n D – Partner, Supervisory and Staff Qualifications and Experience ...................... 5 Sectio
n E – Audit Approach ........................................................................................... 12 Sectio
n F – Implementation of New GASB Pronouncements ......................................... 15 Sectio
n G – Scope of Work ............................................................................................ 16 Sectio
n H – Proposed Timing of the Audit .................................................................... 17

APPENDIX
Pe
er Review Documentation

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18201 Vo
n Karman Ave | Suite 1100 | Irvine, CA
92612
760.918.5530

Fe
bruary 26, 2025

City of Vista
200 Civic Center Drive
Vista, CA 92084

Re: Proposal for Professional Auditing Services

We are pleased to provide our proposal to perform audit services to the City of Vista (the “City”) for the fiscal year ending June 30, 2025 through 2027, with optional extensions for an additional two fiscal years.

Our service philosophy is one of open and constant communication, a proactive approach and responsive, value- added services. We will listen to your ideas and concerns and will bring creative solutions to you in both financial and other operational areas. We are aware that while the City has solicited numerous proposals, Davis Farr LLP would be your best selection for the following reasons which are set forth in greater detail in our proposal:
 We take a proactive leadership role in local government accounting and auditing issues. We serve on the Government Accounting and Audit Committee of the Cal CPA Society, the CSMFO Professional Standards Committee and are frequent speakers on technical topics at conferences and training events throughout California. Mr. Foster is the current Chair of the Cal CPA Governmental Audit and Accounting Committee.

 We currently provide audit services to many cities in California including many Orange County and San Diego Cities. Our deep understanding of the issues facing California governments enables us to provide high quality audit services to the City of Vista.

 We extensively utilize data mining software to evaluate anomalies in your accounting data. This helps focus our auditors’ attention on potential errors in the accounting records and transactions that could be more susceptible to fraud.

 Davis Farr LLP has sufficient insurance requirements and is prepared to execute the standard agreement.

No changes will be made to the audit team without City authorization. No addenda were present for review within the procurement portal.

We appreciate the opportunity to share our credentials and look forward to developing our professional relationship. Our proposal remains a firm and irrevocable offer for 180 days. I look forward to you contacting me so that I may answer any further questions which you may have. You may contact me at (949) 783-1744.

Very truly yours,

Jonathan Foster, CPA
Partner

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Sectio
n A – About Davis Farr LLP
Back
ground Information – Davis Farr LLP is a full-service regional accounting firm that specializes in providing attest and advisory services to federal, state, and local governments as well as non-profit entities out of our Irvine and Carlsbad offices. This engagement would be serviced by our Irvine and Carlsbad offices. Our personnel have served governmental and non-profit entities for over 30 years. A breakdown of our government audit personnel by classification is below.

License to Practice in California – Davis Farr LLP and all key personnel are licensed with the California State Board of Accountancy to practice as independent certified public accountants and is in good standing with the California Secretary of State. CA Secretary of State Entity Number: 202015084002.

Independence – Davis Farr LLP is independent with respect to the City of Vista or any of its component unites as defined by U.S. General Accounting Office’s Government Auditing Standards and Generally Accepted Auditing Standards. Neither Davis Farr LLP nor the key personnel have any potential or real conflicts of interest.

Insurance – Davis Farr LLP has sufficient insurance coverage to meet or exceed the City’s requirements and will provide insurance certificates to the City prior to entering into a contract.

Quality Control – Davis Farr LLP and its Partners are members of the American Institute of Certified Public Accountants (AICPA) and is a member of the AIPCA’s Government Audit Quality Center. Our firm is a voluntary participant in the AICPA Peer Review Program. Included in the appendix is our most recent Peer Review report where our firm received a Pass. A Pass demonstrates the highest level of quality control in a Peer Review. The Peer Review included a review of government engagements. There has been no disciplinary action taken or pending against the firm during the past three years with state regulatory bodies or professional organizations.

Training – Every professional of the firm must enroll in continuing professional education courses. Each person is required to take at least 80 hours of training over a two-year period including 24 hours a year specific to government accounting and audit topics. Courses cover a wide spectrum of professional and technical subjects, and include Fraud Auditing, Professional Ethics and Governmental Accounting and Auditing topics to help the practitioner maintain his/her professional expertise.

Cl
assification Numb
er of Employees
Part
ners 8
Man
agers 9
Sup
ervisors 4
Senio
rs 17
Staff 14
Ad
ministrative 4
To
tal personnel 56
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Professional
Affiliations
Govern
ment Audit Quality Center – Davis Farr LLP is a member of the Government Audit Quality Center (GAQC). The GAQC promotes the importance of quality governmental audits and the value of such audits to purchasers of governmental audit services. GAQC is a voluntary membership center for CPA firms and state audit organizations that perform governmental audits.

National Registry of CPE Sponsors – Davis Farr LLP is registered to provide continuing professional education through the National Association of State Board of Accountancy (NASBA). NASBA recognizes CPE program sponsors who provide continuing professional education programs in accordance with nationally recognized standards.

CalCPA – Many of the CPAs employed by Davis Farr LLP are members of CalCPA and regularly participate in chapter meetings, education, and events. CalCPA recognized one of Davis Farr LLP’s partners with their Women to Watch award in the Experienced Leader category. Davis Farr presented at the Women’s Leadership Forum in June 2020. Davis Farr LLP partners are also members of the Governmental Accounting and Auditing Committee of the CalCPA, of which Mr.

Foster is the current chair.

American Institute of CPAs – Davis Farr LLP and the firm’s Partners are members of the American Institute of CPAs (AICPA). The AICPA develops standards for audits, provides educational guidance materials to its members, and monitors and enforces compliance with the profession’s technical and ethical standards.

CSMFO – The Partners of Davis Farr LLP are members of the California Society of Municipal Finance Officers (CSMFO), the statewide organization serving all California municipal finance professionals. Firm personnel regularly attend CSMFO Chapter Meetings and Conferences. The Partners of Davis Farr LLP are frequent presenters on accounting and auditing technical topics at Chapter Meetings and Conferences.

GFOA – The Government Finance Officers Association (GFOA) enhances and promotes the professional management of governmental financial resources by identifying, developing, and advancing fiscal strategies, policies, and practices for the public benefit. The Partners of Davis Farr LLP are members of the Certificate of Achievement Program’s Special Review Committee. The Committee reviews Annual Comprehensive Financial Reports submitted to GFOA for the CAFR Award Program.

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Sectio
n B – Our Prior Experience Auditing Government
Agencies
Davis
Farr LLP is a leader in the local government sector throughout the Southern California Area. Currently, we service approximately 60 local, state, and federal government entities. Davis Farr LLP services routinely provided to our clients include, but are not limited to:

Our government expertise includes Cities, Special Districts, and other Governmental entities. Among the government agencies that the professionals of Davis Farr LLP have served recently are the following:
 City of Av
alon  City of Poway  Orange Count
y LAFCO
 City of Carlsb
ad  City of Ran
cho Santa Margarita  Oxnard
Housing Authority
 City of Com
merce  City of San
tee  Placer County
Water Agency
 City of Coron
ado  City of Victorv
ille  Salton
Sea Authority
 City of Vista  Count
y of Woodland  San Diego Count
y Water Authority
 City of Dan
a Point  Count
y of Fresno Housing Authority  San Diego Ass
ociation of Governments
 City of Delano  Count
y of San Diego  San Diego LAF
CO
 City of E
ncinitas  Cucamonga Vall
ey Water District  San Dieguito Riv
erpark Authority
 City of Fonta
na  Ea
stern Municipal Water District  Sw
eetwater Authority
 City of Fou
ntain Valley  Has
s Avocado Board  T
ahoe Regional Planning Agency
 City of Garden Grov
e  Irv
ine Ranch Water District  T
ahoe Transportation District
 City of Hu
ntington Beach  Leucadia
Wastewater District  Valle
citos Water District
 City of Lagu
na Niguel  Metropolita
n Water District of Southern CA  Walnu
t Valley Water District
 City of Mis
sion Viejo  Mun
icipal Water District of Southern CA  West Bas
in Municipal Water District
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Sectio
n C – Client References
For yo
ur convenience, we have listed below references for audit work currently being performed by Davis Farr LLP personnel for several Cities throughout Southern California. For each of the references, we currently serve as independent auditors and have served these clients for a number of years.

CLIENT
1 Ci
ty of Huntington Beach
2000
Main Street | Huntington Beach, CA
Zack Zithisakthanakul, CPA
714.536.5925
za
ck.zith@su
rfcity-hb.org
Financ
ial Statement Audit of City,
JPA Audit, Single Audit, Agreed-
Upon Procedures engagements for
Transient Occupancy Tax and
Concessionaire compliance.

CLIENT
2 Ci
ty of Rancho Santa Margarita
22112 El Paseo | Rancho Santa Margarita
Stefanie Turner, Finance Director
949.635.1805
[email protected]
Financ
ial Statement Audit, Single
Audit.

CLIENT
3 Ci
ty of Garden Grove
11222 Acacia Pkwy |Garden Grove, CA
Nancy Ramos, CPA, Accounting Manager
714.741.5055
[email protected]
Financ
ial Statement Audit of City,
Housing Authority, Single Audit,
Agreed-Upon Procedures
engagements for Transient
Occupancy Taxes, Franchise Taxes,
and Revenue agreements.

CLIENT
4 Financ
ial Statement Audit of City,
Housing Authority, Single Audit,
Agreed-Upon Procedures
engagements for Transient
Occupancy Taxes, Franchise Taxes,
and Revenue agreements.

Financ
ial Statement Audit, Single
Audit.
50 0
Hours
300
Hour
s
50 0
Hours

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Sectio
n D – Partner, Supervisory and Staff
Qualifications and Experience
The
successful outcome of any audit requires personnel with the managerial and technical skills to perform the work required. The engagement team who will serve the City of Vista have served together as a team of professionals on numerous financial audit examinations of local government entities. While not anticipated, any personnel substitutions will be of equally qualified personnel.

We believe that efficient administrative management and supervision of the audits is an extremely critical factor in achieving the desired results for City of Vista. In that regard, our proposal organizational structure for providing independent auditing services is as follows:

Jonathan F
oster, CPA
Shannon Ayala, CPA
Konstantine Poulios,
CISA Glenn Wright
Krisztina Varga, CPA
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Jona
than Foster, CPA
Par
tner
Mr.

Foster will serve as the Engagement Partner on the engagement. He has 18 years of audit experience with government agencies. The types of audits Mr. Foster is involved in includes financial audits of cities and special districts and Single Audits in accordance with the Uniform Guidance. Mr. Foster is also Budget reviewer for the CSMFO award and is a regular presenter at firm wide training and external training events as requested. Mr.

Foster has presented at numerous CSMFO Conferences and is current Chair of the Cal CPA Governmental Auditing and Accounting Committee.

Emplo
yment History
 Davis
Farr LLP – Since 2015
 Nat
ional CPA Firm – 8 years
Edu
cation
 Bachelor of Ac
countancy (University of San Diego)
Lic
enses / Registrations
 Calif
ornia CPA Certificate No. 117853
Prof
essional Affiliations & Awards
 Am
erican Institute of Certified Public Accountants
 California Society of Certified Public Accountants
 Cal CPA Government Audit & Accounting Committee
 California Society of Municipal Finance Officers
AUDI

TS OF CITIES
 City
of Avalon  City
of F
ontana
 City
of Commerce  City
of Huntington Beach
 City
of Carlsbad  City of In
dian Wells
 City
of C
osta Mesa  City
of Laguna Niguel
 City
of Dana Point  City
of Mission Viejo
 City
of Delan
o  City
of Rancho Santa Margarita
 City
of N
ational City  City
of Sa
ntee
AUDI

TS OF OTHER LOCAL GOVERNMENT AGENCIES
 Cu
camonga Valley Water District  Sa
n Diego Association of Governments
 East Oran
ge County Water Agency  Sa
n Bernardino Municipal Water Department
 Irvine Ran
ch Water District  Soqu
el Creek Water Di
strict
 Placer
County Water Agency  Trab
uco Canyon Water District
 Fa
irfield-Su
isun Sewer District  Mun
icipal Water District of Orange County
 Oxna
rd Housing Authority  Ven
tura Housing Authority
 Sa
n Bernardino LAFCO  Riversid
e LAFCO
 Tah
oe-Trucke
e Sanitation Agency  Ven
tura Regional Sanitation District
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Jona
than Foster, CPA (continued)
Par
tner

Mr. Fo
ster has significant experience working with federal grant programs typically awarded to local governments.

These federal awarding agencies include Department of Housing and Urban Development, Department of Homeland Security, Department of Energy, Department of Justice, Department of the Interior, Environmental Protection Agency, and the Executive Office of the President

Mr. Foster has also worked on various financial statements, compliance and in SOC1 Type II audits (formerly SAS 70) audits for various commercial companies and Federal agencies.

AUDI

TS OF COMMERCIAL ENTITIES
 Cal D
omestic Water Company  DHS
Consu
lting
 Cah
aba Government Benefit
Ad
ministrators
 Mo
ntebello Land and Water Company
 CGS
Administrators LLC  Mutua
l Insurance Company of Arizona
 Delta
Dental of Arizona  Su
nnyslope Water Company
AUDI

TS OF FEDERAL GOVERNMENT
 Centers
for Medi
care and Medicaid
Service
s
 Sp
ecial Inspector General for Afghanistan
Rec
onstruction
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Kr
isztina Varga, CPA
M
anager
Ms.

Varga will serve as the manager on this engagement. She will be responsible for managing the engagement, providing technical assistance, reviewing reports, and supervising staff. Ms. Varga has 8 years of audit experience, spending the majority of that time on audits for non-profits and local government. The types of audits Ms. Varga has been involved in include financial audits of non-profits, cities and special districts; grant specific audits of funds awarded by Federal, state, and county governments; and Single Audits in accordance with OMB Circular A-133.

Emplo
yment History
 Davis
Farr LLP – Since 2017
 Inveco USA – 2012-2017
Edu
cation
 Bachelor of Arts in Bus
iness Administration/Accounting
(C
alifornia State University, San Marcos)
Lic
enses / Registrations
 Calif
ornia CPA Certificate
No. 145505

AUDI

TS OF SPECIAL DISTRICTS
 Co
mmunity Colleges of Spokane
 Casca
dia College
 Eastern Municipal Water District
 Encinitas Ranch Golf Authority
 Julian Community Service District
 Imperial County LAFCO
 Leucadia Wastewater District
 Otay Water District
 Placer County LAFCO
 Peninsula College
 Rancho California Water District
 Ramona Municipal Water District

 Rin
con Del Diablo Municipal Water District
 Sa
n Diego Association of Governments
 San Diego County LAFCO
 San Diego County Water Authority
 San Diego County of Emergency Services
 San Diego Geographic Information Source
 San Dieguito River Park Valley JPA
 Santa Rosa Regional Recourses Authority
 Santa Fe Irrigation District
 Yucaipa Valley Water District
 Valley Center Municipal Water District

AUDI

TS OF NON-PROFITS
 Fa
mily YMCA of the Desert
 Ju
st Keep Livin Foundation
 Sa
n Diego Children’s Discovery Museum
 Sa
n Diego Futures Foundation

AUDI

TS OF LOCAL GOVERNMENTS
 City
of Carlsbad
 City
of Encinitas
 City of Indian Wells
 City of Laguna Niguel
 City of Poway

 City
of Santee
 City
of Solana Beach
 City of Vista
 County of San Diego
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Shan
non Ayala, CPA
Par
tner
Ms. Ayala will
serve as the Quality Control Partner on this audit. She will provide technical assistance to the audit teams, review key audit workpapers and review the final reports before they are released.

Ms.

Ayala is a Certified Public Accountant with over twenty years of audit experience, spending most of that time on audits for local governments and nonprofits in San Diego County. Ms. Ayala has performed financial statement audits of cities and special districts; nonprofits; grant specific audits of funds awarded by Federal, state, and county governments; Single Audits in accordance with Uniform Guidance, and compliance audits.

Emplo
yment History
 Davis
Farr LLP – Since 2015
 Nat
ional CPA Firm – 10 years
 Lennar
Homes – 2 years
Edu
cation
 Bachelor of Sc
ience - Accounting (San Diego State
University)

Lic
enses / Registrations
 Calif
ornia CPA Certificate No. 88126
Prof
essional Affiliations & Awards
 Am
erican Institute of Certified Public Accountants
 California Society of Certified Public Accountants
 California Society of Municipal Finance Officers
 Treasurer, North County Philanthropy Council
AUDI

TS OF GOVERNMENTAL AGENCIES
 City
of Carlsbad  Marin
LAFCO
 City
of C
oronado  N
orth County Dispatch JPA
 City
of Del Mar  Otay
Water District
 City
of Encin
itas  Ram
ona Water District
 City
of Poway  Ran
cho California Water District
 City
of S
olana Beach  Sa
n Diego County Water Authority
 City
of Santee  Sa
n Diego Ass
ociation of Governments
 City
of Vista  Sa
nta Barbara LAFCO
 Coachella
Valley Association of Gov’t  Sa
nta Cruz LAFCO
 Coachella
Valley Conservation
Co
mmission
 Sa
nta Fe Irrigation District
 Des
ert Community Energy  Val
ley Center Municipal Water Distric
t
 Imperial
County LAFCO  Vis
ta Irrigation District
AUDI

T OF NONPROFIT AGENCIES
 Balb
oa Arts Conservation Center  Sa
n Diego Volunteer Lawyer Program
 Ju
st Keep Livin Foundation  Sa
n Fernando Valley Intercommunity Council
 Mo
dglin Family F
oundation  Sa
nderling Waldorf School
 Sa
n Diego Children’s Discovery Museum  Un
iversity Religious Conference
 Sa
n Diego Futures Foundation  YMCA
of the Desert
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G
lenn Wright
S
enior Auditor
Mr. Wrig
ht will serve as the in-charge on this engagement. He will be the main point of contact for the staff. He will be responsible for supervising the staff. Mr. Wright has six years of audit experience in public accounting. Mr. Wright has spent time on audits for cities, special districts and local government engagements. The types of audits Mr. Wright has been involved in include: financial audits of non-profits, cities and special districts, and Single Audits in accordance with Uniform Guidance. Before joining Davis Farr, Mr. Wright spent six years as an external auditor for Big 4 and other top 10 Audit firms.

Emplo
yment History
 Davis
Farr LLP – 2023 - Present
 BDO USA LLP – 2022-2023
 Ernst & Young – 2021 – 2022
 CBIZ MHM, LLC – 2019 – 2021
 Cons
idine & Considine 2016 - 2019

Edu
cation
 Bachelor of Sc
ience in Accountancy
(San Dieg
o State University)

 Mas
ter of Science in Accountancy: Audit & Assurance
(San Dieg
o State University)

AUDI

TS OF LOCAL GOVERNMENTS
 City
of Vis
ta
 City
of Coronado
 City of Tustin

AUDI

TS OF SPECIAL DISTRICTS
 Rin
con Del Diablo Water District
 Otay
Water District
 Vista Irrigation District

AUDI

TS OF ASSOCIATIONS AND COMMISSIONS
 Sa
n Diego Association of Governments
 Coachella
Valley Association of Governments
 Coachella Valley Conservation Commission
 Desert Community Energy

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Kons
tantine Poulios, CISA
IT
Specialist
Ko
nstantine Poulios, a Senior Manager with the firm, has over 20 years of experience in information technology audit, compliance, and consulting for the financial services, healthcare, and cloud services industries. Mr. Poulios has vast experience in the performance of System and Organization Controls (SOC) examinations for many commercial Information Technology companies nationwide. Mr. Poulios has also conducted information security reviews on financial systems based on ISO/IEC 27001, as well as assisted companies with the compliance of the Sarbanes-Oxley Act. Mr. Poulios will serve as the IT Auditor and Information Technology Specialists for the financial statements audit.

IT
RISK ASSESSMENTS:

Loca
l Government IT Assessments - Mr. Poulios assists the firm’s financial statement auditors by reviewing information systems of our municipal clients and identifying and communicating IT risks to the auditors to assist the planning and risk assessment of the audit and communicated deficiencies and recommendations to the client.

Los Angeles County Metropolitan Transportation Authority (METRO) -Mr. Poulios served as the IT Manager on the Information Technology Risk Assessments. The Risk Assessment included a review of METRO Operations and the IT Organization to determine if Information Technology Services (ITS) is meeting the needs of the organization.

IT Internal Audit / Compliance: - Mr. Poulios served as an IT Internal Auditor/Consultant for nearly 10 years with First Data Corporation and the U.S. Office of Personnel Management. In addition, Mr. Poulios served as the Security Compliance Manager for over 3 years with Cornerstone OnDemand and TrueCar. Mr. Poulios performed information technology reviews based on ISO 27001 and the Federal Information System Controls Audit Manual (FISCAM), coordinated with internal/external audit and technology personnel in the performance of internal control projects (including SOC engagements), documented policies/procedures, reviewed third party security controls, performed user access reviews of SOX significant systems, and monitored internal vulnerabilities using third party tools (e.g., Nessus).

Employment History
 Davis
Farr LLP: February 2018 – Present
 T
rueCar: 2015 – 2017
 Cornersto
ne OnDemand: 2014 - 2015
 T
op 10 National CPA Firm: 2008 – 2014
 First
Data Corporation: 2001 – 2007
 US
OPM / OIG: 1998 – 2001
Edu
cation
 Bachelor of Sc
ience in Accounting, University of
Scranton
Lic
enses / Registrations
 Ce
rtified Information Systems Auditor, Certificate
No. 0126702

Prof
essional Affiliations & Awards
 Information
Systems Audit and Control Association
(ISACA)

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Sectio
n E – Audit Approach
Davis
Farr plans and conducts our engagements in the most efficient manner possible, and our audit approach is unique with regard to the following:
 Our firm is sensitive to the priorities and work requirements of our clients. We work around the schedules of our clients when scheduling segments of the audit or requesting documentation in order to minimize disruption of City staff and to complete the audit in a timely manner.  Whenever possible, we use accounting support already prepared by the City staff to avoid duplication or unnecessary requests for audit supporting schedules. Typically, we request support for balance sheet items, the year ending trial balance and cash and long-term debt confirmations.  Our firm’s expertise is in governmental auditing. Our auditors are GASB experts and skilled at addressing audit issues that are specific to local governments. You will not spend time training our personnel.  When formulating internal control recommendations, we obtain a thorough understanding of the specific circumstances at your City to provide a tailored, practical recommendation.  Throughout the year we are a resource to our clients in providing accounting advice, researching technical questions, dealing with tax problems, and helping with other problems as they arise.

Audit Software - We utilize CaseWare audit software for the electronic City of workpapers. We have the ability to accept audit documentation in either hard copy or electronic format. CaseWare allows us the ability to import trial balances that can be provided in either excel or a text document. Some of the benefits of using CaseWare trial balance software are as follows:
 We create our own lead sheets (i.e., analytical review comparison schedules). This limits the amount of time finance staff spends creating audit schedules. Our software automatically generates analytical review reports by account number for ease of analyzing significant fluctuations between fiscal years.  We can link the financial statement schedules directly to the CaseWare trial balances. As a result, we can provide the City with financial statements almost immediately after receiving the trial balance from the City. Additionally, journal entries are easy to post to the financial statement schedules and the risk of data entry error is minimized.
 We can provide the City with reports showing the coding of the financial statement schedules for ease of review by City staff. These reports show each account coded to a specific financial statement line item as well as journal entries that are posted during the audit.

Data Mining Software - We have a dedicated team of personnel trained to use special data mining software, IDEA.

Our software uses source data from your accounting system to search for anomalies, such as duplicate or voided checks, cross-referencing vendor addresses with employee addresses, detecting accounting transactions recorded on the weekend, reviewing journal entry postings for unauthorized individuals. The IDEA software identifies specific transactions for the auditors to review for potential fraud or error.

Internal Control Evaluation - Our approach to evaluating internal controls involves observation and inquiry. We spend time with the personnel responsible for the accounting cycles to gain an understanding of the processes. We also carefully evaluate your policies and procedures. After our initial evaluation, we identify key controls in your processes and design test to evaluate the effectiveness of those processes. In the initial year of the audit, we will focus on the following accounting cycles:
 Billing and cash receipting
 Capital assets
 Purchase and disbursements
 Payroll
 Investment and cash controls
 Information systems
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In
future years, we will review the accounting cycles noted above but also look at other processes such as credit card transactions, petty cash, inventory controls, offsite cash receipting, employee reimbursements, contract compliance, and other areas. Our goal is to modify our audit approach every year to further evaluate your internal controls.

Aud
it Stage Proced
ures Performed
Plan
ning
and In
quiry
Du
ring the planning phase of the audit, we plan to pe
rform the following procedures:
 Meet
with finance personnel to obtain an understanding of significant transactions during the year.  Co
mmunicate with the City Council regarding fraud, compliance with laws, and any concerns they ha
ve regarding the finances of the City.
 Pe
rform internal control evaluations as noted on the previous page.  Determin
e materiality levels that will be used in selecting audit transactions.  Pe
rform a risk assessment to develop the audit plan for the year.  Rev
iew minutes of City Council meetings.
 Rev
iew important new contracts, bond documents, and agreements.  Evalua
te compliance with investments.
 Test purch
ase orders and contract management.
 Test
a sample of cash disbursements to determine adherence to policies and internal controls.  Pe
rform a review of the organization’s information systems and controls.  Pe
rform compliance testing of federal grants, as necessary.  Rev
iew the prior audited financial statements and provide feedback to City staff regarding best pr
actices for financial reporting.
 Provide
a GASB Update and templates for implementing new accounting standards including the pen
sion and O
PEB stan
dards.

Year-E
nd
Testi
ng
After
the books are closed and ready for audit, we will perform our year -en d procedures which
incl
ude the following:
 We will confirm 100% of all cash and investment balances and test market values provided by your investment custodians.
 We will test for proper cutoffs of accounts receivable and grants receivable.  We will confirm and test material notes and loans receivable.  We will test additions and deletions to capital assets. We will review depreciation expense for reasonableness.
 We
will test interfund transactions including due to/due from other funds, advances, and transfers.

We
will review legal documents supporting loans and test the allowability of transfers out of restricted funds.
 We will test current liabilities and perform a search for unrecorded liabilities.  We will review unearned revenue balances for proper cutoffs.  We will test the balances of accrued payroll and employee related liabilities.  We will confirm long-term debt with independent parties.  In years of new debt issuances, we will review the journal entry to record the debt to ensure the accuracy of the accounting.
 Testing of actuarial valuations and calculations related to OPEB obligations and disclosures under GASB 75.
 Testing of actuarial valuations and calculations related to pension obligations and disclosures under GASB 68.
 Testing of lease arrangements in accordance with GASB 87.  Testing of SBITA’s in accordance with GASB 96.
 Evaluation of claims and judgments payable.
 Testing of restrictions and classifications of net position and fund balance.  An
alyze grant revenues and expenses to ensure proper matching within the fiscal year.

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14 Cit
y of Vis
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Aud
it Stage Proced
ures Performed
 Test
the reasonableness of interest income, realized, and unrealized gains/losses on investments.  An
alytically and substantively test revenues and expenses reported in the financial statements.  We will incorporate an element of unpredictability every year that will focus on an audit area that is not typically considered a high or significant risk area such as petty cash, credit card purchases, new vendors, travel expenses, etc.

The aforementioned tests are only a few of the tests performed during the examination and by no means is it meant to be all inclusive. During the final stage of the audit, we will meet with Finance staff t
o review our audit findings and any adjusting journal entries.

Si
ngle Audit
Appr
oach

As
part of our Single Audit for the years in which the City expends granter than $750,000, we will pe
rform the following procedures in accordance with the Uniform Guidance:
 Pe
rform an evaluation of the major programs required to be tested.  Rev
iew OMB guidance and the OMB Compliance Supplement for the grant program audited.  Rev
iew internal controls for each of the applicable 14 compliance areas for each program audited.  Usin
g AICPA sampling guidance, we will select a sample for each of the applicable 14 compliance areas f
or each program audited. We will test the sample for compliance with those 14 areas.  Test
the indirect cost rate, if applicable.
 Rev
iew monitoring reports for noncompliance and follow up on the resolution of past nonco
mpliance, if applicable.
 Issu
e a single audit report of federal expenditures.
 Fil
e the data collection form within the specified deadline.

Co
mpletion
of
the Audit
and
Preparation
of Financial
Statements
The
nature and extent of the work required is dependent on our assessment of the likelihood of misstate
ments in the financial statements together with our conclusions from the planning and testing stages of the audit. All of the audit information is then used to reach a conclusion on whether the financial statements taken as a whole conform with generally accepted accounting principles.  We will review significant events after year end.
 We will review attorney letters for significant legal matters.  We will ensure accurate and complete disclosures in the notes to the financial statements to qualify for the GFOA award.

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15 Cit
y of Vis
ta | Prop
osal for Professional Auditing Services
Sectio
n F – Implementation of New GASB
Pronouncements
The Cit
y will be required to implement the following accounting standards during the upcoming fiscal years. Part of our service to you includes consulting on these new auditing standards. A sampling of significant new GASB pronouncements planned or proposed for local governments that may impact the City of Vista are listed below:

GASB 101: Compensated Absences
The
unified recognition and measurement model in this Statement will result in a liability for compensated absences that
more appropriately reflects when a government incurs an obligation. In addition, the model can be applied consist
ently to any type of compensated absence and will eliminate potential comparability issues between gover
nments that offer different types of leave.

The
model also will result in a more robust estimate of the amount of compensated absences that a government will
pay or settle, which will enhance the relevance and reliability of information about the liability for compensated ab
sences.

GASB 102: Certain Risk Disclosures
The
requirements of this Statement will improve financial reporting by providing users of financial statements with essential information that currently is not often provided. The disclosures will provide users with timely information regarding certain concentrations or constraints and related events that have occurred or have begun to occur that make a government vulnerable to a substantial impact. As a result, users will have better information with which to understand and anticipate certain risks to a government’s financial condition.

GASB 103: Financial Reporting Model Improvements
The
objective of this Statement is to improve key components of the financial reporting model to enhance its effectiveness in providing information that is essential for decision making and assessing a government’s accountability. This Statement also addresses certain application issues.

GASB 104: Disclosure of Certain Capital Assets
State and
local governments are required to provide detailed information about capital assets in notes to financial statements. Statement No. 34, Basic Financial Statements—and Management’s Discussion and Analysis—for State and Local Governments, requires certain information regarding capital assets to be presented by major class. The objective of this Statement is to provide users of government financial statements with essential information about certain types of capital assets.

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16 Cit
y of Vis
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Sectio
n G – Scope of Work
Ou
r understanding of the objectives and scope of the work to be performed is as follows:
 We will perform an audit examination of the financial statements of the City of Vista and Buena Sanitation District for the fiscal years ending June 30, 2025 through 2027 with optional extensions for an additional two fiscal years. Our examination will be conducted in accordance with generally accepted auditing standards, the AICPA Audit and Accounting Guide, Audits of State and Local Government Units, and the Government Auditing Standards issued by the Comptroller General of the United States. We will prepare the Comprehensive Annual Financial Report (CAFR). We will ensure that the report is prepared in conformity with the most recent edition of the GAAFR, the GAAFR Update, and subsequent GASB pronouncements.  When necessary, we will perform a compliance audit of federal expenditures in accordance with the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards in any year the City has federal expenditures of more than $750,000.  We will perform agreed-upon-procedures over the City’s Gann Appropriations Limit, Vista Joint Powers Authority, Measure L and Housing Successor Compliance.
 We will prepare the City’s reports.
 We will prepare a letter to the City Council summarizing the audit results in accordance with the Codification of Auditing Standards Section 260.
 We will prepare a letter to the City Council reporting matters dealing with internal control that meet the threshold of being a significant deficiency or material weakness, as defined by the Codification of Auditing Standards Section 265. We will immediately report any irregularities or illegal acts that come to our attention to management and/or those charged with governance.  We will meet with the City Council to discuss the results of the audit.  Finally, we perceive the scope of our work as being advisors to the City regarding generally accepted accounting principles. Throughout the year, the management and other finance personnel of the City will have access to us to seek advice in the application of generally accepted accounting principles, advice regarding debt issuance, financial statement preparation and content, tax and any other matters relating to the City. Each year, we will go over upcoming accounting standards in a meeting with City staff.

Id
entification of Anticipated Potential Audit Problems
We d
o not believe there will be any anticipated potential audit problems.

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17 Cit
y of Vis
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osal for Professional Auditing Services
Sectio
n H – Proposed Timing of the Audit
The f
ollowing proposed timing is subject to the City’s revision and approval:

Task
01 Au
dit Request List Provided
Shortly after contract approval
T
ask
02 Au
dit Planning Meeting
First day of interim
Task
03 Interim A
udit Procedures
Prio
r to end of May
Task
04 Fi
nal Audit Request List
Provided
Final day of interim
Task
05 Fi
nal Audit Fieldwork
October 20-31
Task
06 Exi
t Meeting
Octo
ber 31
T
ask
07 Drafts
Wi
thin 3 weeks of final fieldwork
Fi
nalization of Audit Reports
Within 5 days of approval to
finalize
T
ask
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18 Cit
y of Vis
ta | Prop
osal for Professional Auditing Services

AP
PENDIX
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Cit
y of Vis
ta | Prop
osal for Professional Auditing Services

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Cit
y of Vis
ta | Prop
osal for Professional Auditing Services
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Cit
y of Vis
ta | Prop
osal for Professional Auditing Services

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OST PROPOSAL FOR
PROFE

SSIONAL AUDITING

SERVICES

ITY OF VISTA

20 0 Civic Center Drive
Vista, CA 92084

Febr
uary 26, 2025
Prepa
red By:

Davis
Farr LLP
18201 Von Karman Ave | Suite 1100
Irvine, CA 92612

Cont
act Person:

Jona
than Foster, CPA | Partner
Office: 949.474.2020 | Direct: 949.783.1744
Email: [email protected]
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18201 Vo
n Karman Ave | Suite 1100 | Irvine, CA
92612
760.918.5530

Fe
bruary 26, 2025

City of Vista
200 Civic Center Drive
Vista, CA 92084

Re: Cost Proposal for Professional Auditing Services

We are pleased to provide our cost proposal for audit services to the City of Vista (“City”). I certify that I am entitled to represent the firm, empowered to submit the proposal, and authorized to sign a contract with the City.

Our detailed cost proposal is included in the following page.

I look forward to you contacting me so that I can answer any questions which you may have. You may contact me at (949) 783-1744 or [email protected].

Very truly yours,

Jonathan Foster, CPA
Partner

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1 Cit
y of Vista
Prop
osal for Professional Auditing Services

2 025 2
026 2
027 2
028 2
029
1 . Audit of the basic financial statements of the City of Vista 41,410 $ 42,238 $ 43,083 $ 43,945 $ 44,824 $

2. Preparation of Annual Comprehensive Financial Report of the City of Vista 8,850 $ 9,027 $ 9,208 $ 9,392 $ 9,580 $

3. Audit and preparation of the financial statements of the Vista Joint Powers Financing Authority 3,700 $ 3,774 $ 3,849 $ 3,926 $ 4,005 $

4. Audit and preparation of the financial statements of the Buena Sanitation District 6,195 $ 6,319 $ 6,445 $ 6,574 $ 6,705 $

6. Proposition L, Agreed Upon Procedures 2,975 $ 3,035 $ 3,096 $ 3,158 $ 3,221 $

7. Audit and preparation of City of Vista Housing Successor Compliance Letter 3,700 $ 3,774 $ 3,849 $ 3,926 $ 4,005 $

8. Audit and preparation of the financial statements of the Successor Agency of the Vista Redevelopment Agency 6,250 $ 6,375 $ 6,503 $ 6,633 $ 6,766 $

9. A Single Audit in accordance with 2 CFR 200, if necessary* 4,500 $ 4,590 $ 4,682 $ 4,776 $ 4,872 $ 77,580 $ 79,132 $ 80,715 $ 82,330 $ 83,978 $
Additional years include a nominal 2% increase
F

ISCAL YEAR
* T
he single audit fee is for one major program. In the event the City is required to have more than one major program te
sted as defined by Uniform Guidance, additional programs can be audited at an additional fee of $3,500 per program.

ITY OF VISTA
T

OTAL NOT TO EXCEED

SERVICE
Co
st Proposal
E
stimated Audit Segmentation
R
ate Hours
Partner 195 $ 44 8,580 $
Manager 175 $ 80 14,000
In-charge 150 $ 200 30,000
Staff 125 $ 200 25,000
7 7,580 $
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2 Cit
y of Vista
Prop
osal for Professional Auditing Services

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Exhibit B

EXHIBIT B
CONTRACTOR’S PROPOSAL

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Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect Docusign Envelope ID: FC3E7A8B-D6BB-48B3-A0B5-93ABDB2F822C 04/08/2025
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Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require Docusign Envelope ID: FC3E7A8B-D6BB-48B3-A0B5-93ABDB2F822C 04/08/2025
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Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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Vista City CouncilApril 8, 2025

Vista City Council
April 8, 2025