The Imperial County Transportation Commission (ICTC) And the … · 2018. 1. 27. · Commission (ICTC) And the Southern Border Broadband Consortium (SBBC) JANUARY 2018 Phone: 760-592-4494

The Imperial County Transportation

Commission (ICTC) And the

Southern Border Broadband Consortium

(SBBC)

JANUARY 2018

Phone: 760-592-4494 Fax: 760-592-4410 E-mail: [email protected]

Mark Baza, Executive Director 1503 N. Imperial Ave, Suite 104 El Centro Ca. 92243

Request for Proposals (RFP)

for ATTESTATION REPORTING

for the California Advanced Services Fund

(CASF) Grant

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JANUARY 2018 REQUEST FOR PROPOSALS

Southern Border Broadband Consortium (SBBC)

California Advanced Services Fund (CASF)

ATTESTATION REPORTING The Imperial County Transportation Commission (ICTC), as the fiscal agent for the Southern Border Broadband Consortium (SBBC) requests proposals from independent certified public accounting firms. This reporting project is for those firms who are interested in performing the required “attestation reporting” required under the Consortium Grant Account for funding from the California Advanced Services Fund (CASF) administered by the California Public Utilities Commission (CPUC). The proposal is for the required repo r t i n g for the fiscal year ending June 30, 2018, June 30, 2019, June 30, 2020. The ICTC is requiring that the report for the years ended June 30, 2018, June 30, 2019, June 30, 2020 be completed in draft no later than December 30th each year. The ICTC must review and accept the report and it must be posted by the ICTC for public viewing.

Independent certified public accounting firms interested in performing said reports are invited to submit their sealed proposals (5 printed copies and 1 in electronic format) no later than 3:00 p.m. on Friday, February 23, 2018 to:

SBBC-CASF Attestation Report C/O Mark Baza Executive Director Imperial County Transportation Commission 1503 N. Imperial Ave., Suite 104 El Centro, CA 92243

Inquiries concerning this Request for Proposals should be directed to Kathi Williams, Procurement Coordinator, at [email protected].

Inquiries concerning the o n g o i n g technical operations of the S B B C - C A S F s h o u l d be directed to Judy Zaffuto, IVEDC Office Manager at (760) 353-8332.

GENERAL INFORMATION

PUC Sec 281 provides up to $315 million for the CPUC to advance broadband adoption and infrastructure deployment in unserved and underserved areas with a goal of providing broadband access to 98% of Californian households. The California Advanced Services Fund (CASF) was created to implement the policies and administer the funding for the grant process.

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The Imperial Valley Economic Development Corporation (IVEDC), a not-for-profit (501)(C)(6), has formed the Southern Border Broadband Consortium (SBBC) along with representatives from all economic sectors, to assist the unserved and underserved areas in Imperial and San Diego counties to provide access to education, health care, and capital through broadband internet. The SBBC is comprised of local government agencies, non-profit organizations and local business owners that serve the counties of Imperial and San Diego.

Providing access to broadband internet to these areas will deliver the necessary infrastructure to foster economic growth, improve health care, education and local government. The long term vision of the SBBC is to facilitate 100% availability of residential, commercial and industrial grade broadband facilities and services, and 100% utilization by all members of the many diverse communities in these this regions.

The project is for $650,000 with grants funds approved for $450,000. The remainder of $275,000 is in kind services, i.e. staff support.

SCOPE OF SERVICES REQUIRED The annual report must contain at a minimum, the following: The Auditor will prepare the annual SBBC - CASF Attestation report. Before a final report is submitted to the ICTC, there must be a minimum of fifteen (15) days to review a draft report. The SBBC may submit a written response to the Auditor, concerning any findings and recommendations. This response will be included in the final report. If ICTC or the SBBC does not respond to any findings and recommendations, it should be so noted in the final report.

Administrative:

1. Obtain a listing of all members of the SBBC executive governing board and verify participation through written agendas and minutes.

2. Determine if there are adequate written policies and procedures for the primary financial/business functions of the SBBC including budgeting, receipts, purchasing, disbursements, payroll/personnel, contracting, travel, meetings and outreach expenses).

3. Report on the progress for the SBBC – CASF stated expected outcomes: 1) Establish a formal partnership of community agencies committed to improving the San Diego and Imperial regions through expanded broadband deployment and adoption. 2) Increase awareness among policymakers, businesses, and residences of the importance of broadband access and adoption for economic development and regional well-being. 3) Increase and improve broadband deployment and adoption through the engagement and support of technology vendors, government, educators, and other stakeholders involved in related projects. 4) Foster relationships with agencies including but not limited to: Court Appointed Special Advocates (CASA), Small Business Development Council (SBDC), San Diego County Office of Education (SDCOE), Imperial County Office of Education (ICOE), CaliBaja, private schools, banks, and local

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businesses to expand programs they are already providing such as CleanTech, free computers, Connect2Compete, close the “homework gap”, as well as, expanding internet access to seniors and access to capital.

4. Report annually on the status of Prior Comments and Recommendations, if any.

Fiscal:

1. Obtain a copy of the legally adopted budget and all amendments. Trace the budget adoption and any amendments. Compare the annual total revenues and expenditures of the budget to actual total revenues and total expenditures.

2. Did the ICTC agency receive the proper allocation of revenues and were these funds deposited promptly in a separate fund?

3. Did ICTC expend the funds in accordance with the CASF programs goals and policies as approved by the CASF and if expenditures of these funds were made in accordance with the SBBC - CASF Expenditure Plan?

4. Were funds properly allocated to all entities or other expenses by the ICTC. 5. The auditor shall determine that a n y administrative expenditures were made in

accordance with the SBBC - CASF Expenditure Plan 6. The auditor must report on the status of the funds not utilized by the ICTC

on an annual basis 7. Was any interest earned properly posted to the fund and expended only for those

purpose for which the funds were allocated. 8. Obtain a listing of all travel and related expense reimbursements during the period under

examination and trace to the general ledger for completeness. Select at least three individuals for review:

A. Obtain all of the expense reimbursement reports of each selected persons, including the supporting documentation:

1) Determine if each expenditure is reimbursed in accordance with written policy (e.g., rates established for meals, mileage, lodging, etc.) and applicable laws and for an appropriate and necessary business purpose relative to the travel

2) Determine if each expenditure is supported by an original itemized receipt (i.e., identifies precisely what was purchased) [Note: An expense that is reimbursed based on an established per diem amount (e.g., meals) does not require a receipt.]

9. Obtain a listing of staff and consultant employment timesheets or equivalent for

contracts/salaries in force during the period under examination. Select at least three individuals for review and:

A. Determine if payments issued during the period under examination were done in accordance with the terms and conditions of the contract or pay rate structure.

B. Determine if changes made to hourly pay rates/salaries during the period under examination were approved in writing and in accordance with policy.

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Obtain SBBC- CASF management’s written response and a corrective action plan for any exceptions noted in the final report. The auditor must use the attachments as a guide in determining proper compliance with the SBBC - CASF Expenditure Plan. Among the items that the auditor must examine are the following:

A. SBBC – CASF Grant Documents B. CASF Fact Sheet C. PUC Resolution T-17561 4-6-2017

Deliverables as requested include 1. For the draft report; all nine separate reports are with one (1) electronic PDF version 2 . For the final report; nine separate reports with one (1) electronic PDF version.

COORDINATION OF REPORTING ACTIVITY

1. The auditor will be expected to use and respond on the information contained in this RFP and from records maintained by the ICTC, the fiscal agent for the SBBC, Imperial County Auditor-Controller and the various member agencies.

2. The auditor must report immediately any instances of defalcation or misuse of CASF

funds, or any serious non – compliance with the statutes or regulations by the ICTC, the fiscal agent for the SBBC.

3. The auditor will be expected to arrange for progress meetings with the ICTC at any

time upon request or when any problem is found during the field work which would materially affect the outcome of the report.

4. Auditor shall submit billing for r e p o r t i n g services to the ICTC. Payment for

r e p o r t i n g services will be made in monthly installments upon acceptance of the attestation report by the ICTC.

5. Limited office space is available for field work by the auditors’ team, upon request at the ICTC offices.

INFORMATION REQUESTED FROM PROPOSER

I. General

The purpose of this section is to explain the various items that must be included to qualify a proposal for acceptance.

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The RFP is not to be constructed to be a contract or a commitment on the part of the ICTC. The ICTC reserves the right to reject all proposals submitted, to seek additional information from proposers or to issue another RFP in the ICTC deems it necessary. All proposals submitted will become the property of the ICTC and may be used by the ICTC as deemed appropriate.

The bidder may withdraw a proposal by submitting a written request for its withdrawal to Mark Baza, Executive Director, and signed by the authorized agent at any time prior to the proposal submission deadline. The bidder may thereafter submit a new proposal prior to the deadline. Modifications offered in any manner, oral or written, will not be considered after the deadline.

Proposal Contents

A. Title Page or Cover Letter

Show the subject of the proposal; name of your proposer’s firm, address and telephone number, the date, and the contact person’s name and title. Provide a statement that the proposal pricing and commitment shall remain firm for a period of 90 days from the due date, Friday, February 23, 2018.

B. Table of Contents

The Table of Contents should be comprehensive and clearly indicate the type of material included by section and page number.

C. Description of the Proposer

1. Size of Firm 2. Organizational Structure 3. Location of the office from which the work is to be done and the number

of partners, managers and other professional staff. 4. Firm’s experience in the last three (3) years for the following

a. Local Government/Commission or Utility District b. Reports / Audits similar to the SBBC - CASF c. Other audit experience that would qualify you to perform the report

5. Qualifications of Auditors’

Team a. Supervising Auditor

1) Name 2) Brief resume

b. Description of how supervision will be provided c. Names and brief description of the experience of the rest of the auditors’ team

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6. Name, title, address and telephone number of person authorized to make

representations for proposer

D. Description of work to be performed

1. Clearly describe your understanding of the required services to be provided 2. Timing of the reporting process

a. Estimated starting date XXXXX b. Estimated date of completion- required reports for the years ended June 30th, must be completed by the following September 1st.

3. If conditions are discovered which lead to the belief that material errors,

defalcations or other irregularities may exist, or if any other circumstances are encountered that require extended services, the auditor will promptly advise the ICTC. No extended services will be performed unless they are authorized in the contractual agreement or in an amendment to the agreement.

E. Retention and Availability of Workpapers

All work papers prepared by the auditor in connection with the SBBC-CAFS must be retained for a period of three years by the firm and these working papers shall be available upon request during the auditor’s normal business hours for examination to representatives of the ICTC.

F. Proposed Attestation Reporting Fees

The ICTC desires to contract with the firm to perform the SBBC – CASF Attestation report for three years, fiscal years ending June 30, 2018, 2019, and 2020. A budget limit has not been established for this work, therefore all interested firms are asked to examine the effort of work performed and submit their best pricing per audit year, and with a grand total.

Proposed Report fees should be broken down in the following manner:

1 . Classification of personnel on the auditor team

(Senior Auditor, Junior Auditor, etc.) 2. Hourly rates for each classification of audit team 3. Estimated hour per classification 4. Other out-of-pocket costs 5. An additional fixed cost per hour for additional

work, or change orders should it become

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necessary to add work unforeseen or otherwise required in the course of this project

G. Any other applicable comments or material your firm wishes to submit, Bidders are cautioned from submitting extraneous and unnecessary materials.

H. Signature of authorized person for firm.

EXCEPTIONS OF DEVIATIONS State any requested exceptions to or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual agreement” exceptions. Each technical exception must reference the particular section and page in the RFP or Scope of Work that refers to the ICTC’s requirements for easy reference.

CONFIRMATION OF ADDENDA The proposer shall confirm the receipt of any and all addenda issued for this RFP.

MISCELLANEOUS

Information considered by the Auditor to be pertinent to this project and which has not been specifically solicited in any of the aforementioned sections in the proposal may be placed into a separate appendix section.

INTERPRETATIONS OR CHANGES IN RFP Any interpretation of, or changes in, this RFP will be made as an addendum to each firm to whom it was issued and shall become part of the RFP. The ICTC will not be responsible for any other explanation or interpretation. Bidders are responsible for examining the ICTC website relative for addendums issued.

SELECTION OF THE FIRM The selection of the firm to perform the SBBC - CASF reporting will be based upon an evaluation of the firm’s organization, experience, qualifications of the staff, understanding of work to be performed, and proposed costs as submitted in the proposal. It is very important that your proposal be as complete and specific as possible.

The proposal will be reviewed and recommendation will be made to the ICTC’s Executive Director, who will make a recommendation to the Commission for the award of contract. Firms submitting proposals will be notified in advance of the date, time and location of when the Commission will select the firm to perform the required reports.

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ANTICIPATED PROJECT SCHEDULE

A. Issue Request for Proposal January 26, 2018

B. Last Day to Submit Questions Regarding RFP February 7, 2018

C. Non Mandatory Pre-bid meeting February 12, 2018

D. Proposal Due Date February 23, 2018

E. Proposal Ranking and Staff Recommendation Week of February 26th, 2018 (non-public opening)

F. Oral Interviews (if utilized) Week of March 5th, 2018

G. Selection and Notification Award Week of March 5th, 2018 H. Approval of Contract March/April 2018 I. Notice of Award/Notice to Proceed March/April 2018

J. Completed Draft SBBC–CAFS Attestation Report August 1, 2018 K. Completed Final reports for Commission presentation September 1, 2018

QUESTIONS CONCERNING REQUEST FOR PROPOSALS A non mandatory pre-bid meeting is scheduled for 9:00AM on February 12, 2018 Attendance is encouraged. Th er e f o re , a ll questions relating to the RFP must be received in writing via mail, E-mail or hand delivery no later than 3 P.M. local time, on February 7, 2018 addressed to:

Kathi Williams, Procurement Coordinator Imperial County Transportation Commission 1503 N. Imperial Ave. Suite 104 El Centro, CA 92243 760-592-4494 E-mail: [email protected]

mailto:il:%[email protected]

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PROTESTS

ICTC will consider all protests regarding the contracting process or the award of a contract submitted by 4:00 P.M. on the deadlines discussed below. ICTC will only review protests submitted by an actual or prospective proposer or someone else whose direct economic interest would be affected by the award of a contract or by failure to award a contract. A protest by any adversely affected person must be made in writing and must be mailed or hand delivered to ICTC. A protest which does not strictly comply with ICTC’s protest procedures will be rejected.

Protests relating to the content of the RFP package must be filed within ten (10) business days after the date the RFP is made available to the public by ICTC. Protests relating to the intent to make an award solicited by an RFP must be filed within ten (10) business days of the decision to award. The date of filing shall be the date of receipt of protests by ICTC. Untimely protests will be rejected.

If deemed necessary, ICTC shall notify all proposers of record that a protest has been filed and that the award has been postponed until further notice. If necessary, proposers will be asked to extend the time for acceptance of their proposal in order to avoid the need for re-advertisement of the solicitation.

A. Protest Contents

A letter of protest must set forth detailed grounds for the protest and be fully supported with technical data, documentary evidence, names of witnesses and other pertinent information related to the subject being protested. The protest must also state the law, rule, regulation or practice on which the protest is based. The protestor must demonstrate or establish a clear violation of a specific law or regulation.

If the protestor considers that the protest contains proprietary material which should be withheld, a statement advising of this fact must be affixed to the front page of the protest document, and alleged proprietary information shall be so identified wherever it appears. Protests shall be addressed to:

Kathi Williams, Procurement Coordinator Imperial County Transportation Commission 1503 N. Imperial Ave. Suite 104 El Centro, CA 92243 760-592-4494 E-mail: [email protected]

mailto:il:%[email protected]

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B. Reply to Protest

An ICTC Protest Committee appointed by the Executive Director will review all protests in a timely manner and reply to the protest, in writing, within ten (10) business days. All material submitted by the protestor will be considered. Such material will not be withheld from any interested party outside of ICTC or any agency which may be involved with the contract except to the extent that the withholding of information is permitted or required by law or regulation.

C. Request for Protest Reconsideration

Upon receipt of an adverse decision by ICTC, the protestor may file a request for protest reconsideration. A request for protest reconsideration must be directed to the Executive Director in writing and received within ten (10) full business days from the postmark date of the reply from ICTC. The Executive Director will respond to the request for protest reconsideration within ten (10) full business days. The decision of the Executive Director will be in writing and final. No further protests will be heard by ICTC.

Attachments:

A. Proposal Evaluation Form B. Grant Documents C. CASF Fact Sheet D. Draft Consultant Agreement

PROPOSAL EVALUATION FORM SAMPLE DATE: EVALUATOR: RESPONDENT: PROJECT: _____________________ CRITERIA MAXIMUM POINTS SCORE A. Audits and Related Experience 25 Points B. Proposed Methodology

and Approach to Work 20 Points C. Staff Qualifications 30 Points D. Price/Cost 15 Points D. Completeness of the Response

and References 10 Points

TOTAL SCORE: Comments:

BUDGETYear Year Year % of

Expense One Two Three Total Total

Personnel

Oureach Coordinator P/T 30,000 30,000 30,000 90,000 13%

IVEDC staff P/T 20,000 20,000 20,000 60,000 9%

Total 50,000 50,000 50,000 150,000 22%

Contract Labor

Research and Analyst Consultant(s) 20,000 20,000 20,000 60,000 9%

IVCF Nonprofit Resource Center 5,000 5,000 5,000 15,000 2%

Education 10,000 10,000 10,000 30,000 4%

Project Coordinator - Tribal Digital Village 10,000 10,000 10,000 30,000 4%

Project Coordinator - San Diego County

Office of Education 5,000 5,000 5,000 15,000 2%

Total 50,000 50,000 50,000 150,000 22%

Non Personnel

Supplies 5,000 5,000 5,000 15,000 2%

Travel 10,000 10,000 10,000 30,000 4%

Meetings 5,000 5,000 5,000 15,000 2%

Marketing Materials 10,000 7,500 7,500 25,000 4%

Total 30,000 27,500 27,500 85,000 13%

Fiscal and Accounting 20,000 22,500 22,500 65,000 10%

Total 20,000 22,500 22,500 65,000 10%

In-Kind

Regional Coordination 25,000 25,000 25,000 75,000 11%

Collaboratively Program Work 25,000 25,000 25,000 75,000 11%

Outreach 25,000 25,000 25,000 75,000 11%

Total 75,000 75,000 75,000 225,000 33%

TOTAL PROJECT BUDGET (w/In-Kind) 225,000 225,000 225,000 675,000 100%

California Advanced Services Fund PU Code Sec 281 provides up to $315 million for the CPUC to advance broadband adoption and infrastructure deployment in unserved and

underserved areas with a goal of providing broadband access to 98% of Californian households.

Infrastructure Grant & Revolving Loan Accounts -- $275 million

State operations constitute approximately 4.5% of total program budget. CASF Annual Reports are available at http://www.cpuc.ca.gov/General.aspx?id=9226

Rural and Regional Urban Consortia Grant -- $15 million

$147.6 million awarded

Supporting 56 projects covering 12,000 square miles, connecting 10,986 households and potentially benefitting 108,843 households across 41 counties in all regions of California

Public Housing Account -- $25 million

$7.64 million awarded for infrastructure $1.91 million awarded for adoption

Supporting 275 projects, connecting 17,435 affordable housing units across 30 counties Providing digital literacy training to 62 locations with 12,805 residents in total

$13.45 million awarded

359,000 rural households need access to achieve program goal

9 new projects approved in 2016 potentially benefitting 16,337 households in 11 counties

Application process commenced in January 2015, supporting network equipment and digital literacy education costs

3 Annual Consortia Learning Summits held to promote cross-regional sharing of lessons learned on connecting local government and businesses to support the local economies

Last updated: 1/17/2017 3:29 PM

New grants awarded in 2016 support 12 consortia groups formed to serve 40 counties to advance broadband access, deployment and adoption

95.2%

2.5% 2.3% 0%

10%

20%

30%

40%

50%

60%

70% 80%

90%

100%

Served Underserved Unserved

Percent of CA Households Having a Wireline Broadband Connection (As of Dec. 2015)

http://www.cpuc.ca.gov/General.aspx?id=9226

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRxqFQoTCLOmwNum3scCFUhIiAodn8EDyA&url=http://www.msn.com/en-us/money/other/california-public-utilities-commission-cpuc-deploys-solidfire-storage-to-blast-barriers-to-full-virtualization/ar-AAdSjSZ&psig=AFQjCNGFfI25u9ydUXJZAJ3c6l5msXebSg&ust=1441487814650487

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T:\Projects\IVEDC\CASF-Southern Border Broadband Consortium\RFP Attestation Reporting\RFP\attachment d\SBBC - CASF Attestation Reporting Agt FY 2018-20 DRAFT.docxSBBC-CASF Attestation reporting Agt FY 2018-20 DRAFT

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ACCOUNTANCY AGREEMENT

THIS AGREEMENT is made and entered into this __________________, 2018 by and

between the IMPERIAL COUNTY TRANSPORTATION COMMISSION, a political subdivision of

the State of California (“ICTC”) and _________________________________________

(“AUDITOR”).

RECITALS

A. AUDITOR is a _______________________and a duly licensed certified public

accounting firm in good standing under the laws of the State of California and is in the

business of supplying independent accounting services and assistance to clients.

B. ICTC wishes to employ AUDITOR to perform:

i. Independent attestation reporting services for the fiscal years ending June

30, 2018, 2019, and 2020

C. AUDITOR is willing to accept such engagement.

NOW THEREFORE, ICTC hereby engages and AUDITOR hereby accepts such engagement

upon the terms and conditions set forth herein.

1. TERM.

This Agreement shall become effective on the date first written above and shall continue in

effect until the services provided for herein have been performed, but no later than December 31,

2020, unless sooner terminated as provided herein.

2. SERVICES TO BE PERFORMED BY AUDITOR.

2.1. AUDITOR will conduct the Attestation Reporting, for the fiscal years ending June 30,

2018, 2019, and 2020, as detailed in the “January 19, 2018 Imperial County

Transportation Commission (ICTC) Southern Border Broadband Consortium (SBBC)

– California Services Fund (CASF) Grant Request for Proposal FY 2017-18, 2018-19,

2019-20” attached as Exhibit “A” and “Proposal to Provide Independent Attestation

Report Services for the Fiscal Years Ending June 30, 2018, 2019, and 2020” submitted

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by AUDITOR attached as Exhibit “B”, both of which are incorporated by this

reference.

2.2 The reports will be conducted in accordance with auditing standards generally

accepted in the United States of America, the standards for financial audits contained

in Government Auditing Standards, issued by the Controller General of the United

States for applicable audits, and will include tests of the accounting records and other

procedures considered necessary to express an opinion.

2.3 If requested by the ICTC, SBBC-CASF or the California Public Utilities Commission

(CPUC) AUDITOR will appear before the requesting body and explain any audit

report or opinion.

3. RETENTION AND AVAILABILITY OF WORK PAPERS.

All supporting papers and work papers prepared by AUDITOR in connection with the

Reporting shall be retained for a minimum of four (4) fiscal years following the close of the

Reporting period for the fiscal year and shall be available for inspection and examination during

AUDITOR’S normal business hours upon request from the ICTC or the State Controller.

4. TIME FOR COMPLETION.

Audits shall be completed per the schedule listed. Upon completion of the Audit, AUDITOR will

furnish five (5) printed copies and one electronic PDF version of the Attestation report to the ICTC.

Report Start Date Completion Date

Fiscal Year 2017-2018 April 1, 2018 September 1, 2018

Fiscal Year 2018-2019 April 1, 2019 September 1, 2019

Fiscal Year 2019-2020 April1, 2020 September 1, 2020

5. COMPENSATION OF AUDITOR.

5.1 In consideration for the services to be performed by AUDITOR, ICTC agrees to pay

AUDITOR at the hourly rates indicated on the Fee Schedule as described in Exhibit

“C”, attached and incorporated by this reference as though fully set forth herein.

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5.2 ICTC agrees to compensate AUDITOR for all services provided under this contract,

for the reports, including all out-of-pocket expenses, in amounts not to exceed the

following:

Fiscal Year Not to Exceed Amount

Fiscal Year 2017-2018 $XXXX



5.3 Except as provided under Paragraphs 5.1 and 5.2, ICTC shall not be responsible to pay

AUDITOR any other compensation, out-of-pocket expenses, fees or other

remuneration.

5.4 Said payment shall not be due and payable until such time as AUDITOR has provided

ICTC with a monthly service statement which shall itemize all out-of-pocket expenses

and work performed for each said period. Said statements must meet with the

approval of ICTC and be received by ICTC no later than the 10th day of every month

following that for which the subject work was performed.

5.5 Invoices, clearly indicating the period for which the bill is made, shall be submitted to: Imperial County Transportation Commission ATTN: Executive Director 1503 N. Imperial Ave., Suite 104 El Centro, CA 92243

5.6 AUDITOR acknowledges ICTC is under no obligation to compensate AUDITOR for

services rendered or expenses accrued under this AGREEMENT not authorized by

ICTC.

5.7 If ICTC requires work in addition to that defined in the “Services to be Performed By

Auditor,” Paragraph 2, AUDITOR shall provide a cost estimate and written

description of the additional work needed to perform such services. Compensation

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and the time for completing such additional services must be negotiated and approved

in writing by ICTC prior to the commencement of any such services.

6. INDEMNIFICATION.

As between ICTC and AUDITOR, AUDITOR is deemed to assume responsibility and

liability for, and AUDITOR shall indemnify and hold harmless and defend ICTC and any and all of

its officers, agents, servants or employees against any and all claims, loss damage, charge or expense,

including attorneys’ fees, whether direct or indirect, to which ICTC or such officers, agents, servants

or employees may be put or subject, by reason of any damage, loss or injury or any kind or nature

whatever to person or property caused by or resulting from or in connection with any negligent act or

action, or any neglect, omission or failure to act when under a duty to act on the part or AUDITOR,

or any to its or their performance hereunder, except for those matters arising from the ICTC’s sole

negligence or willful misconduct. In addition to any other remedy authorized by law, so much of the

money due AUDITOR under this AGREEMENT as shall be considered necessary by ICTC may be

retained until disposition has been made of any claims for damages.

7. INSURANCE.

7.1. AUDITOR hereby agrees at its sole cost and expense to obtain and maintain in full

force during the entire term of this AGREEMENT and any extended term thereof the

following types of insurance:

7.1.1. Professional Liability coverage in a minimum amount of one million dollars

($1,000,000);

7.1.2. Commercial General Liability insurance, naming ICTC as an additional

insured of one million dollars ($1,000,000) per occurrence and two million

dollars ($2,000,000) in the aggregate;

7.1.3. Automobile Liability coverage in a minimum amount of one million dollars

($1,000,000), combined single limit, including non-owned and hired vehicles;

and

7.1.4. To the extent required by law, Workers’ Compensation coverage in full

compliance with California law for all employees of AUDITOR, and

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Employer’s Liability in the minimum amount of one million dollars

($1,000,000).

7.1.5. If legally required, AUDITOR shall maintain, at its sole expense,

unemployment, disability, and any other required insurance reasonable to

compensate for injuries or damages related to the activities of this Agreement.

7.2. Special Insurance Requirements. All insurance required under paragraph 7.1 shall:

7.2.1. Be procured from an insurer authorized to do business in California.

7.2.2. Not be canceled, non-renewed or reduced in scope of coverage until after thirty

(30) days written notice has been given to ICTC. However, AUDITOR may

not terminate such coverage until it provides ICTC with proof that equal or

better insurance has been secured and is in place. Cancellation or change

without the prior written consent of ICTC shall, at the option of ICT, be

grounds for termination of this Agreement.

7.3. Additional Insurance Requirements.

7.3.1. ICTC is to be notified immediately of all insurance claims related to this

Agreement. ICTC is also to be notified if any aggregate insurance limit is

exceeded.

7.3.2. Deposit of Insurance Policy. Promptly on issuance, re-issuance, or renewal of

any insurance policy required by this Agreement, AUDITOR shall, if

requested by ICTC, cause to be given to ICTC satisfactory evidence that

insurance policy premiums have been paid together with a duplicate copy of

the policy or a certificate evidencing the policy and executed by the insurance

company issuing the policy or its authorized agent.

7.3.3. AUDITOR agrees to provide ICTC with the following insurance documents on

or before the effective date of this Agreement:

(1) Complete copies of certificates of insurance for all required coverages

including and 30 days Notice of Cancellation Clause endorsements.

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(2) The documents enumerated in Paragraph 7.1 shall be sent to the

following: Imperial County Transportation Commission

ATTN: Executive Director 1503 N. Imperial Ave., Suite 104 El Centro, CA. 92243

7.3.4. Nothing in this, or any other provision of this Agreement, shall be construed to

preclude AUDITOR from obtaining and maintaining any additional insurance

policies in addition to those required pursuant to this Agreement.

8. TERMINATION.

8.1. Termination by Either Party. This AGREEMENT may be terminated, without

cause, by either party upon thirty (30) days prior written notice to the other party.

8.2. Compensation in Early Termination. In the event that this AGREEMENT is

terminated prior to the completion of the term of contract as specified herein,

AUDITOR shall be entitled to the compensation earned prior to the date of

termination as provided for in this Agreement, computed pro rata up to and including

that date. The compensation earned and unpaid at the time of termination shall be

paid without abatement or reduction immediately upon termination of this Agreement.

AUDITOR shall be entitled to no further compensation as of the date of termination.

9. INDEPENDENT CONTRACTOR.

9.1. AUDITOR shall be responsible to ICTC only for the requirements and results

specified by this Agreement. AUDITOR shall not be subject to ICTC’S control with

respect to the physical actions or activities of AUDITOR or of AUDITOR’S

employees or agents in connection with the operation of the business or AUDITOR’S

fulfillment of the requirements of the Agreement, except as specifically provided in

this Agreement.

9.2. AUDITOR is, and at all times during the term of this Agreement shall represent and

conduct itself as, an independent contractor and not as an agent or employee of ICTC.

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AUDITOR shall not have the authority, express or implied, to bind or obligate ICTC

in any way.

10. ASSIGNMENT.

Neither this Agreement nor any duties or obligations hereunder shall be assignable by

AUDITOR without the prior, written, consent of ICTC.

11. NON-DISCRIMINATION.

11.1. During the performance of this Agreement, AUDITOR and its subcontractors shall not

unlawfully discriminate against any employee or applicant for employment or member

of the public because of race, religion, color, national origin, ancestry, physical or

mental disability, medical condition, marital status, age or gender. AUDITOR shall

insure that the evaluation and treatment of their employees and applicants for

employment and members of the public are free of such discrimination. AUDITOR

shall comply with the provisions of the Fair Employment and Housing Act (California

Government Code §12900 et seq.). The applicable regulations of the Fair

Employment and Housing Commission implementing Government Code §12900, set

forth in Chapter 5 of Division 4 of Title 1 of the California Administrative Code, are

incorporated into this Agreement by reference and made a part thereof as if set forth in

full. AUDITOR shall also abide by the Federal Civil Rights Act of 1964 and all

amendments thereto, and all administrative rules and regulations issued pursuant to

said Act. AUDITOR shall give written notice of its obligations under this clause to

labor organizations with which it has a collective bargain or other agreement.

11.2. AUDITOR shall include the non-discrimination and compliance provision of this

paragraph in all subcontracts to perform work under this Agreement.

12. NOTICES.

All notices under this Agreement shall be in writing and may be given by personal delivery or

by sending through the U.S. Post Office, certified mail, return receipt requested, addressed to ICTC,

ATTN: Executive Director, 1503 N. Imperial Ave., Suite 104, El Centro, CA 92243 and to

AUDITOR at _________________________________________or at such other address as either

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party may designate in a notice to the other party given in such manner. Any notice sent by mail

shall be considered given when received.

13. ENTIRE AGREEMENT.

This Agreement contains the entire agreement between ICTC and AUDITOR relating to the

transactions contemplated hereby and supersedes all prior or contemporaneous agreements,

understanding, provisions, negotiations, representations or statements, either written or verbal.

14. MODIFICATION.

No modification, waiver, amendment, discharge or change of this Agreement shall be valid

unless the same is in writing and signed by both parties.

15. PARTIAL INVALIDITY.

If any of the provisions in this Agreement is held by a court of competent jurisdiction to be

invalid, void or unenforceable, the remaining provisions will continue to be in full force and effect.

16. GENDER AND INTERPRETATION OF TERMS AND PROVISIONS.

As used in this Agreement and whenever required by the context thereof, each number, both

singular and plural, shall include all numbers, and each gender shall include both genders.

AUDITOR as used in this Agreement or in any other document referred to in or made a part of this

Agreement shall likewise include both singular and plural, a corporation, a partnership, individual,

firm or person acting in any fiduciary capacity as executor, administrator, trustee or in any other

representative capacity or any other entity. All covenants herein contained on the part of AUDITOR

shall be joint and several if more than one person, firm or entity executes this Agreement.

17. WAIVER.

No waiver of any breach or of any of the covenants or conditions of this Agreement shall be

construed to be a waiver of any other breach or to be a consent to any further or succeeding breach of

the same or any other covenant or condition.

18. CHOICE OF LAW.

The laws of the State of California shall govern this Agreement. This Agreement is made and

entered into in Imperial County, California. To the extent permitted by law, any action brought by

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either party with respect to this Agreement shall be brought in a court of competent jurisdiction

within said County.

19. ATTORNEYS’ FEES.

If either party herein brings an action to enforce the terms thereof or declare rights hereunder,

the prevailing party in any such action, on trial or appeal, shall be entitled to its reasonable attorneys’

fees to be paid by the losing party as fixed by the court.

20. AUTHORITY.

Each of the individuals executing this Agreement on behalf of AUDITOR and ICTC represent

and warrant that:

20.1 He or she is duly authorized to execute and deliver this Agreement on behalf of

AUDITOR or ICTC as applicable;

20.2 Such execution and delivery on behalf of AUDITOR is in accordance with the terms

of the Articles of Incorporation or Partnership, any By-Laws or Resolutions of

AUDITOR; and

20.3 Such execution and delivery on behalf of ICTC is duly authorized by the Board of

Supervisors and within the authority of the signatory identified below.

21. COUNTERPARTS.

This Agreement may be executed in counterparts.

22. REVIEW OF AGREEMENT TERMS.

This Agreement has been reviewed and revised by legal counsel for both ICTC and

AUDITOR, and no presumption or rule that ambiguities shall be construed against the drafting party

shall apply to the interpretation or enforcement of the same or any subsequent amendments thereto.

///

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed

the day and year first above written and shall be effective as of said date.

IMPERIAL COUNTY TRANSPORTATION COMMISSION:

By:___________________________________

Chairman ATTEST: By:_______________________________ CRISTI LERMA Secretary to the Commission

AUDITOR:

By:____________________________________

APPROVED AS TO FORM: KATHERINE TURNER COUNTY COUNSEL By:_______________________________ ERIC HAVENS,

Deputy County Counsel