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HomeMy WebLinkAboutItem 12 - Contract to Cherry Bekaert Advisory LLC for Governmental Accounting Standards BoardFinance and Management Services www.santa-ana.org/finance Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 20, 2025 TOPIC: Award a Contract to Cherry Bekaert Advisory LLC for Governmental Accounting Standards Board (GASB) Consulting Services AGENDA TITLE Contract to Cherry Bekaert Advisory LLC for Governmental Accounting Standards Board (GASB) Consulting Services (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Cherry Bekaert Advisory LLC to provide Consulting Services to implement new GASB standards for a total amount not to exceed $156,000 for a two-year period beginning with the fiscal year ending June 30, 2025 through June 30, 2026, with a provision for three, one-year extensions for the fiscal years ending June 30, 2027, June 30, 2028, and June 30, 2029. (Agreement No. A-2025- XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Governmental Accounting Standards Board (GASB) issues accounting and financial reporting standards that state and local governments must follow under Generally Accepted Accounting Principles (GAAP). These standards help make financial information reliable, transparent, and comparable, so the public and decision -makers can better understand and evaluate how government funds are managed. The City of Santa Ana is required to follow GASB standards to ensure that the City's audited Annual Comprehensive Financial Report (ACFR) is prepared in accordance with GAAP and GASB financial reporting requirements. This also helps the City remain compliant and eligible to continue receiving state and federal grant funding. In recent years, GASB has issued several complex new standards, including GASB 87 (Leases), GASB 96 (Subscription -Based Information Technology Arrangements), and GASB 101 (Compensated Absences). These new requirements have created significant challenges for many government agencies, including Santa Ana, due to their technical complexity and tight reporting timelines. Award a contract to Cherry Bekaert Advisory LLC for GASB Consulting Services May 20, 2025 Page 2 To comply with GASB 87 and 96, the City's Accounting Division reviews over 200 lease and technology subscription contracts each year, researches payment records, prepares detailed documentation, and makes the necessary accounting adjustments. For the current fiscal year, the Division is also responsible for implementing GASB 101, which requires a detailed review of all employee labor contracts and a new method for calculating the City's liability for compensated absences. To help manage this additional workload and ensure the City remains in compliance with GASB requirements, staff is recommending the use of a qualified consultant to assist with implementation efforts. This approach would provide the necessary technical support to meet complex reporting requirements without delaying the City's financial reporting deadlines. A total of seven consulting firms submitted proposals in response to the Request for Proposal (RFP) No. 25-025 (Exhibit 2): Badawi & Associates, BerryDunn LLC, Cherry Bekaert Advisory LLC, Eide Bailly LLP, LSL LLP, Macias, Gini & O'Connell LLP, and The Pun Group. The seven proposals were evaluated and ranked by a Review Committee (Committee) comprised of Accounting Manager, Supervising Accountant, and Senior Accountant. The evaluation was based on the following factors: • Compliance with the requirements of the RFP, including thoroughness of proposed scope of work, value to new and/or innovative product or service suggestions, or other new ideas and enhancements • Experience, resources, and qualifications of the firm and assigned staff • Experience with similarly sized governmental agencies in providing the types of services outlined in the RFP • Reasonableness of cost budget Based on the Committee's evaluation and interviews with top -ranked proposers, Committee selected Cherry Bekaert Advisory LLC (Cherry Bekaert) as the most qualified firm to provide the consulting services (Exhibit 3). Cherry Bekaert demonstrated a high level of technical knowledge regarding all aspects of the City's engagement and experience in the field of governmental accounting with similarly sized governments. Unlike other consultants that share their staff across audit engagements, Cherry Bekaert has a dedicated government accounting advisory team that provides only advisory services year-round, with implementation of new GASB standards as one of the core services. In addition, they have developed templates and tools for GASB 101 that can be tailored to align with the City's needs. Their highly experienced team will allow the City to meet its financial reporting deadlines and ensure continued compliance with complex GASB standards. As such, staff recommends contracting with Cherry Bekaert to perform GASB consulting services for a two-year period, with the option to renew for up to three additional one-year terms. A contingency of $26,000 is included to account for potential increases in Award a contract to Cherry Bekaert Advisory LLC for GASB Consulting Services May 20, 2025 Page 3 workload, as the consultant's proposed cost is based on the estimated number of leases or contracts reviewed each year. The actual number of documents reviewed may vary. This contingency may also be used to support implementation of future GASB pronouncements and to assist in drafting related policies and procedures. The Request for Proposal (RFP) No. 25-005 was advertised on February 24, 2025 and offers were solicited. A summary of the RFPs and offers received is as follows: 481 Vendors were notified 24 Vendors downloaded the RFP 1 Santa Ana vendors notified 7 Proposals received 1 Proposal received from Santa Ana vendor Outreach Efforts The Purchasing Division advertised this project on the City's online bid management and publication system, which directly notified one Santa Ana vendor, one of which downloaded the RFP. The vendor based in Santa Ana submitted a proposal for consideration. However, it did not rank in the top four. Staff's outreach efforts also included directly reaching out to consulting firms well-known in the local government circles requesting submission of proposals for the above - referenced RFP. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY24-25 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval as carryover. Fiscal Year Accounting Fund Accounting Unit, Amount Unit — Description Account Account # Description Contract 2-Year Term 2024-25 01110110- General Fund FIN/MGMT SVS- $51,600 62300 Accounting, Contract Services -Professional 2025-26 01110110- General Fund FIN/MGMT SVS- $24,000 62300 Accounting, Contract Services -Professional Award a contract to Cherry Bekaert Advisory LLC for GASB Consulting Services May 20, 2025 Page 4 Fiscal Year Accounting Fund Accounting Unit, Amount Unit — Description Account Account # Description Optional Three One Year Extensions 2026-27 01110110- General Fund FIN/MGMT SVS- $25,200 62300 Accounting, Contract Services -Professional 2027-28 01110110- General Fund FIN/MGMT SVS- $26,400 62300 Accounting, Contract Services -Professional 2028-29 01110110- General Fund FIN/MGMT SVS- $28,800 62300 Accounting, Contract Services -Professional Total $156,000 EXHIBIT(S) 1. Professional Services Agreement with Cherry Bekaert Advisory LLC 2. Request for Proposal (RFP) #25-025, GASB Consulting Services 3. Response to RFP #25-025 — Cherry Bekaert Advisory LLC Submitted By: Alex Trinidad, Acting Executive Director, Finance and Management Services Agency Approved By: Alvaro Nunez, City Manager Exhibit 1 AGREEMENT FOR GOVERNMENTAL ACCOUNTING STANDARDS BOARD (GASB) CONSULTING SERVICES BETWEEN CHERRY BEKAERT ADVISORY, LLC AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 20th day of May, 2025 by and between Cherry Bekaert Advisory, LLC, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RF.C1TAT,C A. On February 24, 2025, the City issued a Request for Proposal No. 25-025 ("RFP"), by which it sought a qualified consultant to provide special skill and knowledge in the field of Governmental Accounting Standards Board (GASB) consulting services, more specifically assist in implementation of Statement No. 101 (Compensated Absences) and reviewing the GASB 87 (Leases and 96 (Subscription -Based Information and Technology Arrangements (SBITA) contracts/agreements. B. Consultant submitted a responsive proposal that was selected by the City, which is referenced herein as if set forth in full. Consultant represents that Consultant is able and willing to provide such services to the City that were described in the scope of work included in the RFP. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $156,000. This includes a base amount of $130,000 and a contingency amount of $26,000, for additional services, to be exercised at the City's sole discretion. Page 1 of 9 42048781v4 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM The term of this Agreement shall be for a period of two (2) consecutive years, beginning with the fiscal year ending June 30, 2025 through the fiscal year ending June 30, 2026. City shall retain an option, in its sole discretion, to extend consulting services for three (3) additional one- year periods, exercisable by a writing by the City Manager and the City Attorney, for the fiscal years ending June 30, 2027, June 30, 2028, and June 30, 2029, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement, not to include Consultant's work papers ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 4204878lv4 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, the City shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain, or be endorsed to contain, the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's Commercial General Liability and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation for Commercial General Liability and Workers' Compensation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. Page 3 of 9 42048781v4 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Executive Director of Finance and Management Services Agency, 20 Civic Center Plaza, M-17, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the City. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance and amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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 special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) Page 4 of 9 42048781v4 from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of Consultant's breach of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any covered action set forth above.. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) Page 5 of 9 42048781v4 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City unless mutually agreed to in writing executed by both parties. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 42048781v4 termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 42048781v4 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Attn: General Counsel Cherry Bekaert Advisory, LLC 3800 Glenwood Avenue, Ste 200 Raleigh, NC 27612 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page 8 of 9 42048781v4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: �� Alexander Trinidad (May8, 202511:16 PDT) Alexander Trinidad Acting Executive Director Finance & Management Services Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: By: (fitle) Tax ID# IVR Danny Martinez Partner Page 9 of 9 #2048781v4 EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA SCOPE OF SERVICES Consultant shall perform services as set forth below. A. General Planning and Reporting 1. Before commencing work, Consultant shall meet with City staff to: a. Clarify the intended goals and purpose(s), b. Gain an understanding of City operations, and c. Establish responsibilities. B. Essential duties include but are not limited to: GASB 87 and GASB 96 a. Data collection b. New contracts/agreements review c. Review status of existing contracts/agreements d. Update a comprehensive list of all agreements reviewed and indicate whether they are reported in the ACFR and provide reasons and documentation to support the decision e. Selection and review of discount rate using a template provided by DebtBook f. Update data in DebtBook g. Preparation of journal entries and ACFR footnote disclosure using DebtBook 2. GASB 101 a. Review the City's current practice and compensated absences liability b. Determine the most appropriate methodology to implement the new standards c. Data collection including determining historical trends, information about current and expected future eligibility and usage d. Calculation of year-end compensated absences e. Preparation of year-end schedules, journal entries, and footnote disclosure f. Annual review and update 3. Supplemental services contingent upon availability of funds: a. Assist City staff with implementation of future GASB pronouncements b. Review, update, or draft policies and procedures related to GASB implementation. C. Subcontracting Should any firm submitting a proposal consider subcontracting portions of the engagement, that fact must be clearly identified in the proposal along with the name of the proposed subcontractor(s). Following the award of the audit contract, no additional subcontracting will be allowed without prior written consent by the City's Executive Director of Finance and Management Services. City of Santa Ana RFP No. 25-025 Page 18 of 33 EXHIBIT B COMPENSATION �.e �Bk ert Proposal for City of Santa Ana 2.Cost Proposal We understand and appreciate your desire for professional service providers who are not only highly qualified, but who are also cost-conscious and cost-effective about the work they perform. We are mindful that cost is always a consideration in selecting a professional services firm. Accordingly, we have structured our fee based on our strong desire to develop a mutually rewarding, long-term relationship. Our fees are generally based on the time required to complete the work at our established billing rates. Our fees are also based on other factors such as the complexity of 19 Cherry `� Bekaert Proposal for City of Santa Ana the work, the skill required. time limits, the experience and abilities of our personnel. and the value of the services rendered. Within the table below you will see our hourly rates for these services. A key benefit of our engagements is that we can scale up or scale down the level of effort in certain areas based on client budget. We also provide a detailed WIP summary each week so our clients are completely aware of where they are within their budget and what areas the fees correspond to. Hourl Partner/Principal $295 Managing Director/Director $275 Senior Manager $250 Manager $210 Senior Associate $185 Associate $165 The fee below by fiscal year and task is based on the anticipated number of hours needed on the engagement. Should the engagement take fewer hours, you will only be billed for the hours incurred. Our total fiscal year 2025 fee is $42,550 and our total fiscal year 2026 fee is $19.500. This leaves an additional $37,950 for optional supplemental services if the City were to use the entire $100.000 budget identified. As stated in the RFP. the City is not obligated to spend the entire $100,000 and will only be billed for time incurred. Please note the reduction in fee in fiscal year 2026 is based on the fact that GASB 101 is largely an implementation year challenge and the tools and templates created in year one make this standard easier to manage in subsequent years. Service Hours Fee Fiscal Year 2025 • Total Year One i Fiscal Year 2026 Total Year Two p Iona supplemental services contingent upon availability of funds Total Fee for Initial of Agreement 11 200� 530 Additional Details Renewal - Cherry Bekaert agrees not to increase annual fees by more than five (5) percent per year, over the prior year. for the three (3) annual renewals. This five percent (5%) limit does not apply to any new services added during the term of this Agreement. A change in fees will apply should the scope of work change significantly. Should this occur. or there is a change in scope because of a change in your operations, we would meet with you to obtain your agreement on any increase in the fee ranges before proceeding. Out -of -Scope Services We encourage open lines of communication throughout the year as part of our services. Generally, we do not bill for routine telephone consultations. including calls received during the year regarding compliance questions. However. should a matter require major research or services not included above, we will bill for these services at established hourly rates as rendered. Before beginning any additional work outside the scope of this proposal, we will discuss anticipated fees with your management to obtain understanding and approval, as well as any anticipated discount based on the timing and complexity of the service. 20 Cherry Bekaert Advisory LLC - Agreement for GASB Consulting Services - CAO signed 5-7-2025 -Cherry Bekaert signed Final Audit Report 2025-05-08 Created: 2025-05-08 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAgszroRHuAtIVn-7Sn22MYwPUQb56VYTm "Cherry Bekaert Advisory LLC - Agreement for GASB Consulting Services - CAO signed 5-7-2025 -Cherry Bekaert signed" Histor y 5 Document created by Kristin Andrade (kandrade@santa-ana.org) 2025-05-08 - 4:10:00 PM GMT Document emailed to Alexander Trinidad (atrinidad@santa-ana.org) for signature 2025-05-08 - 4:10:20 PM GMT Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) 2025-05-08 - 4:11:09 PM GMT Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date: 2025-05-08 - 6:16:30 PM GMT - Time Source: server Agreement completed. 2025-05-08 - 6:16:30 PM GMT Q Adobe Acrobat Sign Exhibit 2 REQUEST FOR PROPOSALS NO. 25-025 FOR GOVERNMENTAL ACCOUNTING STANDARDS BOARD (GASB) CONSULTING SERVICES CITY OF SANTA ANA KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Monday, February 24, 2025 Deadline for Questions: Monday, March 3, 2025, 4:00 P.M. Proposal Due Date: Tuesday, March 18, 2025, 4:00 P.M. w "1 CITY OF SANTA ANA TABLE OF CONTENTS I. BACKGROUND...........................................................................................................................3 II. OVERVIEW OF PROJECT..........................................................................................................3 III. TERM OF AGREEMENT............................................................................................................. 4 IV. MINIMUM QUALIFICATIONS......................................................................................................5 V. RESPONSE TO RFP.................................................................................................................. 5 VI. CERTIFICATIONS (ATTACHMENTS).........................................................................................9 VII. REFERENCES............................................................................................................................9 VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE....................................................................... 10 IX. SELECTION PROCEDURES & CRITERIA............................................................................... 10 X. WITHDRAWALS........................................................................................................................11 XI. GENERAL TERMS AND CONDITIONS.................................................................................... 11 XII. AWARD OF AGREEMENT........................................................................................................ 16 XII I. IMPLEMENTATION................................................................................................................... 17 EXHIBITS Exhibits provided herein for Proposers'reference only. EXHIBIT I — SCOPE OF SERVICES EXHIBIT II — SAMPLE AGREEMENT ATTACHMENTS A PROPOSER'S CERTIFICATION, PROPOSAL ITEM PRICING B REFERENCES C PROPOSER'S STATEMENT D NON -COLLUSION AFFIDAVIT E NON -LOBBYING CERTIFICATION F NON-DISCRIMINATION CERTIFICATION (9)CITY OF SANTA ANA I. BACKGROUND Incorporated in 1886, Santa Ana, a Charter City, established a Council -Manager form of government in 1952. The City Council is composed of seven members; the Mayor elected at large and six Council members elected by ward, who appoint the City Manager, City Attorney and Clerk of the Council. The City of Santa Ana (City) is a full -service City with a diverse population of approximately 310,000. The City's eleven agencies provide all the traditional municipal services, as well as water utility, library system, 20-acre zoo, City Jail, Police Department, and contracts with the Orange County Fire Authority for provision of fire services. For the Fiscal Year (FY) 2024-25, the City employs approximately 1,200 full-time positions and has a citywide budget of $734.1 million, including the General Fund budget of $404.8 million. The City of Santa Ana is located 10 miles inland from the Pacific Ocean, 33 miles southeast of Los Angeles and 90 miles north of San Diego. The City, which is the county seat of Orange County, encompasses an area of approximately 27 square miles and is the 11th largest by population in California. For more information, please visit https://www.santa-ana.org/ II. OVERVIEW OF PROJECT The City of Santa Ana (City) is seeking proposals from qualified consultants (Proposers) to assist in the implementation of Governmental Accounting Standards Boards (GASB) Statement No. 101 (Compensated Absences) and reviewing the GASB 87 (Leases) and 96 (Subscription -Based Information Technology Arrangements (SBITA)) contracts/agreements. The selected consultant would provide comprehensive services to coordinate and complete projects by deadline specified by City staff. See EXHIBIT I for complete Scope of Services. The City anticipates a budget of $100,000 for the duration of this contract, although more funding may become available during the lifetime of the contract. The term "Vendor", "Proposer", and "Contractor" shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP). GASB 87 and 96: The City is currently using a cloud -based software, DebtBook, to track leases and SBITA's. The City received white glove services from DebtBook for both GASB 87 and 96 and the initial review of agreements and data entry in DebtBook have been completed. The City has developed policies and established its materiality threshold at $100,000. The City implemented GASB 87 in FY2021-22. Approximately 80 leases were reviewed during the implementation and 25 were reported as lease receivable and liability in the FY21-22 Annual Comprehensive Financial Report (ACFR). For FY 2023-24, the City reviewed 20 new leases, updated the status of existing leases, and reported 32 leases in the ACFR. The City implemented GASB 96 in FY2022-23. Approximately 120 software agreements were reviewed during the implementation and 16 were reported as SIBTA liability in the FY22-23 ACFR. For FY2023-24, the City reviewed 13 new agreements, updated the status of existing agreements, and reported 23 agreements as SBITA liability in the ACFR. City of Santa Ana RFP No. 25-025 Page 3 of 33 (9) CITY OF SANTA ANA (.,A.qR 1 n1 The City had ten employee groups with paid time -off benefits for FY23-24 ACFR: 1. Confidential Administrative Management (CAM), 2. Confidential Association of Santa Ana (CASA), 3. Confidential Middle Management (CMM), 4. Executive Management (EM), 5. Santa Ana Police Management Association (PMA), 6. Santa Ana Police Officers Association (POA), 7. Santa Ana Management Association (SAMA), 8. Service Employees International Union Local 721 (SEIU) General Employees (Full - Time), 9. SEIU General Employees Part-time Civil Service (SEIU PTCS), and 10. Appointed Officials. The labor contracts are posted on the City's website: https://www.santa-ana.org/employee- relations/labor-contracts. For FY 2023-24 ACFR, a total of 1,200 employees were included in the compensated absences liability: Employee Group # of Employees Compensated Abs CAM 3 70,140 CASA 66 806,220 CMM 2 137,799 'ue POA SAMA SEIU SEIU PTCS Appointed Officials Tota I TERM OF AGREEMENT 11 1,054,907 22 3,718,327 484 19,751,014 67 3,402,965 543 8,322,212 1 92 1 40,988 1,200 $ 37,304,664 The anticipated term of the agreement is for an initial period of two (2) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for three (3) additional one (1) year periods, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years. Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required. City of Santa Ana RFP No. 25-025 Page 4 of 33 (9) CITY OF SANTA ANA IV. MINIMUM QUALIFICATIONS 1) Contractor must have been in business continuously for the most recent five (5) years prior to the date of this RFP. 2) Minimum of two (2) most recent years of experience performing similar services as those detailed in the Scope of Services section of this RFP. 3) Staff assigned to the engagement shall have a minimum of three (3) years of experience in governmental accounting and auditing, including GASB implementation experience. Managers or supervisors assigned to the engagement shall have a minimum of five (5) years of experience. Partners assigned to the engagement shall have a minimum of eight (8) years of experience. V. RESPONSE TO RFP A. SUBMITTAL INSTRUCTIONS It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City's Bid Management System, PlanetBids. No other form of submittal will be accepted. PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at: http://www.planetbids.com/portal/portal.cfm?CompanylD=20137. Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City's assigned Buyer. Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline. Proposals shall NOT be sent via telegraphic, electronic, or facsimile means. All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanylD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. B. COMMUNICATION / CONTACT WITH CITY STAFF Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to City of Santa Ana RFP No. 25-025 Page 5 of 33 (9) CITY OF SANTA ANA communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City's Bid Management System, PlanetBids. The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s). C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the "Addenda/Emails" tab. General process questions may be directed to the following: Jacques Lam Buyer Email: JLam@santa-ana.org D. EXCEPTIONS Requests submitted for City's consideration of proposed terms and conditions, including modifications to the City's RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City's terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions. E. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanVID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. F. UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement City of Santa Ana RFP No. 25-025 Page 6 of 33 (9) CITY OF SANTA ANA process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein. G. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged. Statement of Qualifications (SOQ) SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding section dividers and exhibits). The page limitation includes all appendices, attachments, and supplemental information. Additionally, SOQ must include the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. Cover letter must be addressed to the following City Project Manager: Sarah Ro, Accounting Manager City of Santa Ana — Finance and Management Services 20 Civic Center Plaza Santa Ana, CA 92701 b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I — Scope of Services. c. Agreement Statement Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II — Sample Agreement of this RFP (if any). d. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: A general description of the firm, including size and number of employees working directly with the City on this agreement. City of Santa Ana RFP No. 25-025 Page 7 of 33 (9) CITY OF SANTA ANA ii. Firm's nearest address serving the City of Santa Ana and headquarters address. iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview. iv. Resumes for all key staff proposed describing relevant experience. V. A description of the Proposer's experience in providing similar services to those requested in this RFP. e. Proposed Work Plan Proposal shall include a statement demonstrating the firm's understanding of the Scope of Services. Additionally, proposed work plan shall include Proposers': i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. iv. Data requirements from the City, if any f. References: Attachment B — References shall be submitted for similar projects performed for state and/or similar government clients. 2. Cost Proposal All Proposers are required to submit a fixed rate fee with their Cost Proposal, which contain: a. A cost breakdown by contract year (including renewal option term if exercised) for each of the three GASB pronouncements listed in the scope. b. A listing of billing rates, by staffing level, which would apply to any supplemental services which may be requested by the City during the term of this contract. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. City of Santa Ana RFP No. 25-025 Page 8 of 33 (9)CITY OF SANTA ANA Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid. If providing hourly rate sheets, Proposer shall not include rate ranges or averages. Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City. Pricing shall remain firm for the entire initial Agreement term. Thereafter, any proposed pricing adjustment for follow-on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to accept, reject, or negotiate any proposed pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows: Los Angeles -Long Beach -Anaheim, CA; All Urban Consumers; Not Seasonally Adjusted; annualized change comparing the most recent month's reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor's website at www.bls.gov.) VI. CERTIFICATIONS (ATTACHMENTS) In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package: • Attachment A: Proposer's Certification and Proposal Item Pricing Attachment B: References Attachment C: Proposer's Statement Attachment D: Non -Collusion Affidavit Attachment E: Non -Lobbying Certification • Attachment F: Non -Discrimination Certification The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise. PLEASE NOTE: All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer. City will not waive notarization requirement when applicable on any of the required attachments. VII. REFERENCES Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and telephone numbers. Use ATTACHMENT B — References. The respondent grants permission for the City to contact any individuals listed as references. City of Santa Ana RFP No. 25-025 Page 9 of 33 (9) CITY OF SANTA ANA City may disqualify a Proposer if. • References fail to substantiate Proposer's description of services and deliverables provided; or • References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or • City is unable to reach the point of contact with reasonable effort. It is the Proposer's responsibility to inform the point of contact(s) of normal City working hours. VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE See Exhibit 11 — Sample Agreement IX. SELECTION PROCEDURES & CRITERIA A. Evaluation: The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below. B. Scoring Criteria: Proposers will be ranked by the review committee based on the following criteria: CATEGORY POINTS Responsiveness to RFP • Proposal's compliance with the requirements of this RFP. • Scope of Services offered including ability to provide optional services. 15 • The value to any new and/or innovative product or service suggestions or other new ideas and enhancements. Experience of Firm and Personnel • The experience, resources, and qualifications of the firm and individuals 40 assigned to this account, including manager, supervisor and assigned staff. Relevant Project Experience • Experience with similarly sized governmental agencies in providing the 25 types of services outlined in this RFP Reasonableness of Cost • Cost of delivering specified services is consistent with industry standards. 20 TOTAL POSSIBLE SCORE 100 Before interviews - if held City of Santa Ana RFP No. 25-025 Page 10 of 33 (9) CITY OF SANTA ANA Interviews • The City reserves the right to conduct interviews with the highest -rated firm(s). In the event the City does perform an interview process, the 20 following is the maximum number of additive points that may be applied to the proposal score. Total possible score may exceed 100 points. C. Rankings: A final score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate proposers based on their response to the RFP and the City evaluation criteria set forth above. D. Interviews: The review committee may invite the proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation. The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions. E. Selection: The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non -responsive and may be rejected. The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate. X. WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. XI. GENERAL TERMS AND CONDITIONS A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. City of Santa Ana RFP No. 25-025 Page 11 of 33 (9) CITY OF SANTA ANA B. CITY BUSINESS LICENSE The selected proposer must obtain a City of Santa Ana Business License prior to the execution of a contract and must provide a copy to the Buyer assigned to this RFP. The awarded party shall maintain a current business license throughout the term of the resulting contract. Procedure to obtain a City of Santa Ana Business License is available by contacting the Finance and Management Services, Business Tax Office at (714) 647-5447 or on the City's website: www.santa-ana.org C. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. D. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. E. CONTRACTOR'S EXPENSE Pre -Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre - contractual expenses are not to be included in the cost proposal. Pre -contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre -proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. City of Santa Ana RFP No. 25-025 Page 12 of 33 (9) CITY OF SANTA ANA F. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor's proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor's personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor's personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. G. COST PROPOSAL The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. H. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. I. DRUG -FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug -free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. City of Santa Ana RFP No. 25-025 Page 13 of 33 (9) CITY OF SANTA ANA Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager's attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. K. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II — Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation L. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. M. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. N. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub -contractor. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. O. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or City of Santa Ana RFP No. 25-025 Page 14 of 33 (9)CITY OF SANTA ANA contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. P. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. Q. NON -PAYMENTS Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. R. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. S. PARKING The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City. T. PROFESSIONAL STANDARDS Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City's Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee. Contractor acknowledges that City locations consist of public -use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel. U. PROJECT MANAGER The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest City of Santa Ana RFP No. 25-025 Page 15 of 33 (9)CITY OF SANTA ANA knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. V. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal. W. PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. X. PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. Y. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XII. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. EXECUTION OF AGREEMENT A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. "Proposer" will hereinafter be referred to as "Consultant" or "Contractor" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. City of Santa Ana RFP No. 25-025 Page 16 of 33 (9) XIII. IMPLEMENTATION CITY OF SANTA ANA A. KICK-OFF MEETINGS The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling. City of Santa Ana RFP No. 25-025 Page 17 of 33 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Consultant shall perform services as set forth below. A. General Planning and Reporting 1. Before commencing work, Consultant shall meet with City staff to: a. Clarify the intended goals and purpose(s), b. Gain an understanding of City operations, and c. Establish responsibilities. B. Essential duties include but are not limited to: GASB 87 and GASB 96 a. Data collection b. New contracts/agreements review c. Review status of existing contracts/agreements d. Update a comprehensive list of all agreements reviewed and indicate whether they are reported in the ACFR and provide reasons and documentation to support the decision e. Selection and review of discount rate using a template provided by DebtBook f. Update data in DebtBook g. Preparation of journal entries and ACFR footnote disclosure using DebtBook 2. GASB 101 a. Review the City's current practice and compensated absences liability b. Determine the most appropriate methodology to implement the new standards c. Data collection including determining historical trends, information about current and expected future eligibility and usage d. Calculation of year-end compensated absences e. Preparation of year-end schedules, journal entries, and footnote disclosure f. Annual review and update 3. Supplemental services contingent upon availability of funds: a. Assist City staff with implementation of future GASB pronouncements b. Review, update, or draft policies and procedures related to GASB implementation. C. Subcontracting Should any firm submitting a proposal consider subcontracting portions of the engagement, that fact must be clearly identified in the proposal along with the name of the proposed subcontractor(s). Following the award of the audit contract, no additional subcontracting will be allowed without prior written consent by the City's Executive Director of Finance and Management Services. City of Santa Ana RFP No. 25-025 Page 18 of 33 EXHIBIT II SAMPLE AGREEMENT CONSULTANT -AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this day of , 20_ by and between , ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of: B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $xx. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City of Santa Ana RFP No. 25-025 Page 19 of 33 City. 3. TERM This Agreement shall commence on "the date first written above" for a number (2) year term with the option for the City to grant up to three 1 - ear renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain City of Santa Ana RFP No. 25-025 Page 20 of 33 commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's Commercial General Liability, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation for Commercial General Liability and Workers' Compensation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. City of Santa Ana RFP No. 25-025 Page 21 of 33 Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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 special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of City of Santa Ana RFP No. 25-025 Page 22 of 33 such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written City of Santa Ana RFP No. 25-025 Page 23 of 33 consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: City of Santa Ana RFP No. 25-025 Page 24 of 33 To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, ------- Agency City of Santa Ana 20 Civic Center Plaza (M-xx) P.O. Box 1988 Santa Ana, California 92702 Fax: To Contractor: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. City of Santa Ana RFP No. 25-025 Page 25 of 33 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney A, - Assistant City Attorney RECOMMENDED FOR APPROVAL: Executive Director [INSERT] Agency CITY OF SANTA ANA Alvaro Nunez City Manager CONSULTANT: (name) (title) SAMPLE ONLY City of Santa Ana RFP No. 25-025 Page 26 of 33 ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 27 of 33 ATTACHMENT B REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. REFERENCE Customer Name: Contact Individual: Address: Phone Number: EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Address: Contact Individual: Phone Number: . EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Contact Individual: Address: Phone Number: EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 28 of 33 ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 29 of 33 ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of , County of Subscribed and sworn to (or affirmed) before me on this day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 30 of 33 ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 31 of 33 ATTACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes City of Santa Ana RFP No. 25-025 Page 32 of 33 involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No. 25-025 Page 33 of 33 < r .� � i �� 1 J `� •.-<s-`,., �i,-'ar—., A� r. e2` ' 1 1 _-. --, r � r .-.44,�: _ �R J ,,�r _ 'w 8p � �° �e �4': C M9 � ���.@� �� � r`A7 - ,!K'J rt� �Ma '�w ."Y• �,1. w Now �„3911.•��.#•�f�l. � - - -_ � 4'�f �I �t�f �'" ' 1 � �_ `t'� f+F' �'� �'� i k .. 4 � ��_„ .. ;•v�` ..._� ;, t, 'gym '" .. � �q�-"`"��`' e �� - tr,�Fi._� � ��a �' �' 9$` - seo� � -� i t � -: y � li. �IW a a t w . k t t .z. �T" N41 Proposal for Governmental Accounting Standards Board (GASB) Consulting Services City of Santa Ana March 18, 2025 1 RFP #25-025 Cherry Bekaert Proposal for City of Santa Ana Contents a. Cover Letter ................................................. b. Services Provided ....................................... c. Agreement Statement .................................. d. Firm and Team Experience ......................... e. Proposed Work Plan ................................... f. References ................................................... 2.Cost Proposal ............................................... Appendix A — Attachments & Certifications..... Attachment B — Standard Terms & Conditions 3 4 5 ..15 ..17 ..19 .. 21 .. 28 Cherry Bekaert Proposal for City of Santa Ana a. Cover Letter March 18, 2025 Sarah Ro, Accounting Manager City of Santa Ana — Finance and Management Services 20 Civic Center Plaza Santa Ana, CA 92701 Dear Sarah: Cherry Bekaert is pleased to submit this proposal for Governmental Accounting Standards Boards (GASB) No. 87, 96, and 101 consulting services to the City of Santa Ana (the City). The field of governmental accounting and financial management is dynamic for both the City and your external auditors and advisors. Pronouncements from the GASB can have significant impact on your internal accounting and external reporting, and maintaining compliance with current and upcoming standards is critical to public trust, effective decision making, comparability and benchmarking, and accountability to your constituents. At the same time, local governments are in an environment of accelerated change and greater expectations from the constituents they serve, combined with numerous operational and compliance issues that either contribute to or prohibit long-term growth and strategic success. In addition to new accounting standards, staffing shortages, uncertainty at the Federal level and increasingly complex grant compliance impose significant challenges on the City. In the face of these challenges, it is critical to have the right government accountant providing the proper technical guidance, reducing the demands on government staff and allowing organizations to focus on their constituents. To help, we have a national team of governmental accounting advisors and a GASB-as-a-Service offering covering new accounting standards consulting and implementation to financial close and ACFR preparation to help our clients manage effectively, efficiently and responsively. We are one of the largest providers of audit and accounting services to the state/local government market, bringing unique insight on the operations and business of the public sector to the City. We understand this engagement includes: GASB 87 and 96 / Data collection, contract and agreement review, accounting and reporting updates with necessary documentation and support. / Assistance with discount rate determination utilizing DebtBook template / Data input, review, and/or updates for identified lease and SBITA contracts in DebtBook and preparation of journal entries and footnote disclosures GASB 101 / Assessment of the City's current practices and liabilities for compensated absences. / Methodology determination, data collection, and historical trend analysis. / Calculation and preparation of year-end schedules, journal entries, and footnote disclosures for GASB 101. Ongoing and as -needed supplemental support for future GASB pronouncements and annual reviews/updates to GASB 101. With Cherry Bekaert, the City will benefit from: A comprehensive, established four -phase implementation approach that has been successfully deployed on GASBs 87 and 96 and currently being utilized on GASB 101, and team members experienced with DebtBook for reporting, journal entry posting and handling reporting queries. Cherry Bekaert Proposal for City of Santa Ana / Tailored training from industry experts who have presented at national conferences, including the GASB 101 training at the National Government Finance Officers Association conference, and multiple team members who served at the Governmental Accounting Standards Board. / Government accounting advisory expertise from a team who provide advisory services year-round, with implementation of new GASB standards one of the core services offerings. Our unique national approach ensures you are never put second to audit or other competing deadlines. / Ready -built templates, checklists, and tools for GASB 101 that have been utilized by other governments and updated based on implementation lessons learned that will be tailored to align with the City's needs. / Service team with experience implementing GASB 87 at several large California governments We commit to perform all services in a timely manner. Our engagement procedures will be tailored specifically to the City's needs, streamlined through years of experience with similar organizations. We would consider it a privilege to partner with the City and we look forward to helping you achieve current and future goals. With Cherry Bekaert, you can rely on a Firm that meets it commitment to the highest level of quality service, a commitment that separates Cherry Bekaert from other firms. Thank you again for this opportunity. If you have questions about this proposal or require additional information, please feel free to contact us directly. We would also love the opportunity for our partner, Danny Martinez, to be able to present our service approach and all of the things we've built to support our clients with GASBs 87, 96, and 101. Sincerely, Cherry Bekaert Danny Martinez, CPA, CGFM Partner, Cherry Bekaert Advisory LLC Government & Public Sector Accounting Advisory Lead P: 512.479.6000 2 Cherry `� Bekaert Proposal for City of Santa Ana b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I - Scope of Services. Cherry Bekaert will provide the City with a comprehensive, efficient approach in the implementation of GASB 101 and ongoing support for GASB 87 and 96. Our methodology takes our clients from a limited understanding of the pronouncement to having journal entries, disclosures and go -forward training in four streamlined steps. Your engagement will generally follow the framework summarized below and detailed in the Proposed Work Plan. Throughout the engagement we will have weekly status meetings where we go over our joint accountability tool, which provides visibility to all parties on tasks that are being worked on, responsible parties, committed due dates, and detailed action items for each of the next two (2) weeks of the project. Based on our unique structure as a national team focused solely on governmental accounting projects, we can scale up as quickly as any other firm in the country. Understanding For GASBs 87 and 96, this phase includes requesting contracts, evaluating the current state of the Statement SBITA and leases in DebtBook, and reviewing working papers. For GASB 101, this involves conducting interviews with responsible parties, requesting initial PBC lists, evaluating prior compensated absences balances, and reviewing working papers. We will deliver customized training to your implementation team to ensure they understand the standard and to promote effective communication and information gathering during the project's early stages. Additionally, we will hold collaborative sessions to break down the scope of work into specific tasks, assigning responsible parties and setting due dates. Completeness For GASBs 87 and 96, this phase includes gathering contracts, reviewing for the presences of a and lease or SBITA, and gathering data inputs for entry into DebtBook. Additionally, this phase will Implementation include assistance with lease or SBITA termination or renewal options during the year and Documentation assistance with lease or SBITA modifications or revisions during the year. For GASB 101, we will capture the different leave types offered by the City for further evaluation under GASB 101. This may include a review of your policies, payroll register, and trial balance to identify all potential compensated absences. We conduct walkthroughs with your HR and Payroll departments to ensure a comprehensive listing of compensated absences. The gathered information is then populated into a customized spreadsheet for your review and acceptance. Policies and For GASB 87 and 96, we will evaluate your current policies and procedures for leases and Procedures SBITAs to ensure a consistent approach is used for any management determinations. For GASB 101, we will evaluate the current processes and controls around accounting for compensated absences and provide recommendations for improvement. We also assess the clarity of your policies and procedures, offering suggestions to enhance them. If the approach for calculating compensated absences liability is not already defined or needs to be updated based on GASB 101, we assist in determining the appropriate method. We document the implementation year and ongoing policies and procedures to ensure completeness and accurate information capture. Entries, For GASB 87 and 96, this phase will include the preparation of lease and SBITA journal entries Disclosure, and and disclosures. For GASB 101, this phase includes the preparation and calculation of GASB Go Forward 101 compensated absences liability based on the steps described above. We will help with complex leave calculations and prepare the necessary journal entries, ensuring consistency. We also assist with preparing and reviewing the required disclosures. To wrap up the implementation, we conduct final training sessions to prepare you for handling GASB 101 requirements going forward. Our team members have been providing training sessions on GASB 101 since late 2022. Danny Martinez, proposed engagement partner, will lead these sessions; Danny has presented on GASB 101 at the National Government Finance Officers Association conference and is also presenting at the upcoming National Association of State Controllers Conference. Our team includes two (2) members who previously served at GASB, including senior associate Bailee Steinle, who was at GASB while 101 was being finalized. 3 Cherry `� Bekaert Proposal for City of Santa Ana Cherry Bekaert has already created certain tools for GASB 101 implementation to streamline effort for the City, including a GASB 101 Compensated Absence Evaluator, Implementation Memo and Liability Calculation Tool, among others. All these tools can be tailored to the City's needs. We will also work with the City to create additional tools to capture all necessary items for liability calculation. c. Agreement Statement Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II - Sample Agreement of this RFP (if any). As with any contractual relationship, Cherry Bekaert's desire to enter into a contract with the City is based on reaching a mutually positive negotiation of terms and conditions. After reviewing the RFP and Draft Agreement, we would like to offer some alternative language for your consideration, which was provided and acknowledged during the Q&A period per RFP Section D, Exceptions: H. DATA RETENTION — we request the following changes: "All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. Nothing herein shall be deemed to affect in any way the Contractor's right to retain one copy of the Confidential Information in its files to comply with professional standards or for archival purposes, provided, however that such copy shall be protected in accordance with the terms of this Agreement. AN data, nr nor+., „f the Gity. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act." / P. NEGOTIATIONS — we request including our standard terms and conditions in the final executed contract. A copy of the same has been included in this document for your review. / 5. OWNERSHIP OF MATERIALS — We request the following change: "This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement, not to include Consultant's work papers, ("Documents & Data")..." / 7. INDEMNIFICATION — we request the following changes: "Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of Consultant's breach of the terms of or eff8Gts arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section er by reasen of the terms of, „ effeGtS arising frern this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any covered action set forth by by a th*Fd paFty GhalleRging the validity of this Agreement, or asserting that personal injuFy, damages, jus compensation, F86titUti9R, jUdiGial eF equitable relief due to personal or property rights arises by reason of the terms ref, er effon+e arising from this AgreemeR+. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code 12 Cherry `� Bekaert Proposal for City of Santa Ana Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Notwithstanding anything to the contrary herein, the maximum aggregate liability of Contractor with respect to its indemnification obligations under this Contract shall not exceed the sum of five million dollars ($5,000,000.00)." / 13. EXCLUSIVITY AND AMENDMENT — We request the following change: "...The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City unless mutually agreed to in writing executed by both parties..." / 20. MISCELLANEOUS PROVISIONS — we request the following change and have included our standard terms and conditions within this document: "c. All Exhibits, including the Contractor's terms and condition, referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement." / Insurance Requirements — Please note that Professional Liability policy carrier will not name the City as an Additional Insured. We also request the "Acceptability of Insurers" requirement be changed to a current A.M. Best rating of no less than A-:VII. Included in our response as Appendix are our standard terms and conditions for consulting/advisory services. d. Firm and Team Experience i. A general description of the firm, including size and number of employees working directly with the City on this agreement. Ranked among the largest assurance, tax and advisory firms in the U.S., Cherry Bekaert provides guidance and support that helps our clients move forward to reach their organizational goals. "Cherry Bekaert" is the brand name under which Cherry Bekaert LLP and Cherry Bekaert Advisory LLC, independently owned entities, provide professional services in an alternative practice structure in accordance with applicable professional standards. Cherry Bekaert Advisory LLC is not a licensed CPA firm. Cherry Bekaert LLP is a licensed CPA firm that provides attest services, and Cherry Bekaert Advisory LLC and its subsidiary entities provide business advisory and non -attest services spanning the areas of transaction advisory, risk and accounting advisory, digital solutions, cybersecurity and tax. For more details, visit cbh.com/disclosure. For more than 75 years, global corporations, public/private businesses and the public sector have relied on Cherry Bekaert to guide them forward. We provide digitally -driven, industry - aligned advisory, tax, and assurance services, leveraging practical knowledge and proven experience to design and deliver highly tailored solutions that help clients meet their financial, operational, and strategic goals and objectives. $660m 2500+ 190+ CY2024 Net Fees Employees Firmwide Partners Ranked a Top U.S. Accounting Firm 40+Offices 75+ by Accounting Today and Inside Public Accounting Serving I Clients Across the Years in NenberolAtlinlalGlobal, the 2ndlargest accounting and consohiny U.S. and lnternationalty Business association In the world, represented by over 268 member brms in 109 countries with a cum6ined revenue o1$68- Our experienced professionals can offer guidance INSIDE 1 \SIDE �,lrmingTW,Y vbult through rapid growth and times of accelerated change. Let us be Your Guide Forward by 00 �RowiNc deliverin on our commitments to su erior client Firms FTop 100 IRM) FIRM) g p zosa ACCOUNTING service through: / Attention to Detail and Quality: Outstanding service qualifications amplified by our commitment to prioritize your business and provide practical and timely support / Efficient, Business -Practical Guidance: High levels of senior level involvement, continuity of service professionals and expertise on a year-round basis / Value -Driven Relationships: Streamlined, focused attention on your strategic, operational and financial objectives 5 Cherry `� Bekaert Proposal for City of Santa Ana / Most Prestigious Accounting Firms: Accounting professionals across the nation rank the prestige of the firms they compete against. / Vault Accounting 25: The VAULT ACCOUNTING 25 is compiled using a weighted formula Vault Top Ranked that reflects the issues accounting professionals care most about, combining quality of life Awards rankings (such as culture, satisfaction, work/life balance, and compensation) with overall prestige. / 2024 Best Accounting Firms for Audit & Assurance: Accountants across the nation rate the top firms in their practice areas. / Top 100 Firms 2024 Accounting Today / Top Tax Firms 2024 / Regional Leaders 2024 - Southeast Region INSIDE Public IPA Top 100 Firms 2024 Accounting (IPA) Engagement Team The Cherry Bekaert team responsible for the City's account brings specialized governmental accounting knowledge, with a deep understanding of GASB 87, 96, and 101, as well as current and future pronouncements. The team is led by Danny Martinez and Scott Anderson, who served as the AICPA Technical Issues Committee GASB Chair and as a GASB Practice Fellow, respectively. Senior associate Bailee Steinle, who was a GASB Postgraduate Technical Assistant during the development of GASB 101, and senior associate Tatiana Britton, who has extensive experience with GASB implementations, are the primary accountants on most of our GASB 101 projects. Additionally, the engagement team is proficient in using DebtBook and stays updated on its latest features and product updates to ensure the heights level of service for our clients. What sets our team and approach apart from our competition is Cherry Bekaert's designated government advisory group that works on these types of projects year-round. This means the City's project will never be put second to competing deadlines. We ensure frequent and direct access to the partners, directors and managers who maintain responsibility for the engagement, employing a high ratio of partners and senior managers to staff. This allows the Firm to staff and supervise engagements with a higher level of experienced staff than most firms. Danny is a licensed CPA with over 18 years of experience providing advisory and training services to a wide range of governmental and public sector entities, including state agencies, municipalities and their component units, special districts, counties, school districts, tribal Rx governments, airports, ports, hospitals, higher education institutes, including assisting many large California governments with GASB 87 implementation. As the leader of the Government & Public Sector Accounting Advisory group, he is responsible for the quality and growth of all Danny Martinez, of the Firm's Government/GASB accounting and financial reporting assistance, financial CPA, CGFM statement/ACFR writing, and Surge Team accounting advisory services. Danny is the past Partner Zone 3 (GASB) Chair of the American Institute of Certified Public Accountants (AICPA) Technical Issues Committee As the Firm's public sector Technical Director and a current member of the AICPA's State and Local Government Expert Panel, Scott advises clients and audit teams in all phases of auditing and financial reporting. He oversees engagement planning, performance of audit tests, report writing and overall audit quality. He has extensive experience with Uniform Grant Guidance Scott Anderson, and the audit requirements of governments. As a GASB Practice Fellow, Scott was on the CPA forefront of evolving standards. Scott's involvement in the standard setting process provides us Director with unique insights and access to future developments. 0 Cherry Bekaert Proposal for City of Santa Ana Jack has spent the past nine years specializing in providing audit and advisory services to governments of all sizes, including municipalities, state agencies, counties, school districts, colleges, special districts, and tribes. His experience includes audit preparation and fieldwork, policy and procedure creation, lease implementation, SBITA review, Debtbook implementation, I FAN GASB technical accounting assistance, internal control review, risk assessments, state Jack McKee, compliance review, and ACFR preparation and review. Jack has helped numerous CPA CGFM governmental entities implement new accounting standards. Services to these clients included Senior Manager the review and classification of SBITA and Lease contracts, amortization schedule creation, journal entry preparation, and drafting of new footnotes for the implementation. Vicki has more than 10 years providing audit and advisory services to government entities of all sizes, including municipalities, counties, school districts, and special districts, including audit engagements with Single Audits. Her experiences include fund reporting, internal controls, budgeting, GASB 87, Leases and GASB 96, Subscription Based IT Arrangements (SBITA) implementation, Debtbook implementation, GASB technical accounting assistance, including Vicki Dallas, cash, capital assets, and SEFA reconciliations, assistance with financial accounting software, CPA, CITP and financial statements, including Annual Comprehensive Financial Reports, preparation, and Senior Manager review. Nicholas has over four years of experience auditing governmental and Not -for -Profit entities, ,Iiv, including performing Single Audits. He has audited complex areas including pension and Nicholas OPEB, leases, and debt refunding, amongst other areas. He also serves on the Annual Keathley, CPA, Comprehensive Financial Report (ACFR) preparation team and has assisting with various CFE, CITP account reconciliation projects Manager Bailee has spent her entire career working with state and local governments and is a leader in the firm's GASB 101 implementation team. Prior to joining Cherry Bekaert, she spent one year in the Postgraduate Technical Assistant program at the Governmental Accounting Standards Board (GASB), allowing her to bring a unique perspective and background in financial le standard setting to our clients. As a result of her time spent as a member of the teams Senior Associate Bailee Ssociate developing standards that are set to become effective for governmental entities over the next few years, she is able to provide insights and expertise as standards continue to develop. Tatiana is an Associate who's dedicated her entire career to servicing governmental clients and is a leader of the firm's GASB 101 implementation team. Since she joined Cherry Bekaert, she has worked with over 40 different cities and counties, state agencies, school districts, colleges/universities, , as well as privately -owned businesses. She primarily focuses on the implementation of new accounting standards, financial data compliance/control reviews and Tatiana Britton, complex accounting ledger reconciliations. As lead staff, Tatiana assists with accounting MBA standard compliance services and physical asset / accounting record compliance review Associate projects to help clients overcome financial reporting, compliance and accounting challenges. ii. Firm's nearest address serving the City of Santa Ana and headquarters address. Our nearest office is in Los Angeles (1925 Century Park E, Suite 1700, Los Angeles, CA 90067), and our headquarters in is North Carolina (3800 Glenwood Ave, Ste 200, Raleigh, NC 27612). The proposed engagement team is part of our national Government accounting advisory team, located across our Firm. We have collaborated with clients like the City to employ technology and tools that provided high quality engagements with flexible scheduling and greater cost efficiency. However, we understand building knowledge and trust for complex accounting pronouncements is important and frequent interaction is necessary. We utilize Microsoft Teams to meet remotely with clients and Suralink° to stay engaged with the City throughout the engagement. We understand that remote/virtual work does not work for all parts of the engagement and will determine appropriate on -site time and resources for the needs of the City. We will work 7 Cherry Bekaert Proposal for City of Santa Ana with your staff to determine what procedures/activities can be conducted remotely versus on -site during the planning phase. iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement.. Danny Martinez, CPA, CGFM Primary Point of Contact Partner, Cherry Bekaert Advisory LLC Government Accounting Advisory Leader Contact Information P: 512-838-3176 1 E: danny.martinez@cbh.com iv. Resumes for all key staff proposed describing relevant experience. Your proposed engagement team has guided many public sector clients through GASB implementation engagements and has the capacity to provide targeted consulting services to meet your deadlines. On your service team you have the past GASB Zone Chair of the AICPA's Technical Issues Committee and a current AICPA State and Local Government Expert Panel Member. In addition, two members of the service team previously served at GASB during the time when GASB 87, 96, and 101 were being issued. Lastly, we've selected team members who have worked on other Debtbook implementation engagements. Because of our national approach, we are able staff our engagements with professionals who have a higher level of experience than most firms. You can also expect timely and helpful responses to time sensitive questions; our team is available to you year-round. Bios of the key proposed professionals who will be assigned to this engagement begin below. We commit to providing these key resources on this contract with the City. Danny Martinez, CPA, CGFM Partner, Cherry Bekaert Advisory LLC Government & Public Sector Accounting Advisory Leader Danny is a licensed CPA with over 18 years of experience providing advisory and training services to a wide range of governmental and public sector entities, including municipalities and their component units, state agencies, counties, school districts, tribal governments, airports, ports, hospitals, and higher education institutes. Danny previously assisted the City of Los Angeles, Port of Long Beach, Port of Los Angeles, San Diego County Regional Airport Authority and Los Angeles World Airports with GASB 87 Implementation. As the leader of the Government & Public Sector Accounting Advisory group, he is responsible for the quality and growth of all the Firm's Government/GASB accounting and financial reporting assistance, financial statement/ACFR writing, accounting modernization, and Surge Team accounting advisory services. Under his leadership the Firm had significant growth in these services and achieved high client satisfaction and retention scores. He has presented on various governmental industry and accounting topics at national and regional conferences, including on GASB 101 implementation at last year's national GFOA conference and this year's National Association of State Controller's (NASC) conference. Danny is the past Zone 3 (GASB) Chair of the American Institute of Certified Public Accountants (AICPA) Technical Issues Committee, a group that provides a voice for its constituents in the standard - setting process. In addition, Danny is a founding member of the firm's Government Standards Outlook Committee, a group of technical leaders in the firm that keeps abreast of all upcoming GASB, OMB, and AICPA changes and provides comment letters to those standard setting bodies. Education B.S. in Accounting, University of Southern California Areas of Expertise / GASB Technical Accounting Assistance / Internal Control Evaluation and Modernization / Audit Preparation and Remediation ► ACFR Writing Professional & Civic Involvement / Past GASB Zone Chair, AICPA Technical Issues Committee / Association of Governmental Accountants, Dallas and New Mexico Chapters Cherry Bekaert Proposal for City of Santa Ana Scott Anderson, CPA Director, Cherry Bekaert Advisory LLC Government & Public Sector Technical Director A licensed Certified Public Accountant in Florida, North Carolina, and Virginia, Scott has served the Firm's clients since 2005. As the Firm's public sector Technical Director, Scott advises clients and audit teams in all phases of auditing and financial reporting. He oversees engagement planning, performance of audit tests, report writing and overall audit quality. He has extensive experience with Uniform Grant Guidance and the audit requirements of governments in Florida, Virginia and North Carolina. Clients have sought Scott's knowledge in expertise on current technical developments in governmental accounting. He is a GASB alum, serving as a Practice Fellow for two years, returning to Cherry Bekaert with vast experience in governmental account and financial reporting standards. As a GASB Practice Fellow, Scott was on the forefront of evolving standards. Scott's involvement in the standard setting process provides us with unique insights and access to future developments. Scott has also instructed at a number of external conferences and seminars, representing both the firm and the GASB, and webinars sponsored by the Firm on various technical GASB topics. Scott's professional involvement includes committees and panels, including the AICPA State and Local Government Experts Panel and the Government Finance Officers Association Special Review Committee. Education Master of Accounting, North Carolina State University Bachelor of Arts, Utah State University Professional & Civic Involvement / American Institute of Certified Public Accountants / AICPA State and Local Government Expert Panel Member / GFOA Special Review Committee / GASB Practice Fellow Program / North Carolina Association of Certified Public Accountants / Government Finance Officers Association Jack McKee, CPA, CGFM Senior Manager, Cherry Bekaert Advisory LLC Government & Public Sector Advisory Services Jack has spent the past nine years specializing in providing audit and advisory services to government entities of all sizes, including municipalities, state agencies, counties, school districts, colleges, special districts, and tribes. His experience includes audit preparation and fieldwork, policy and procedure creation, lease implementation, SBITA review, grants management, federal award compliance, GASB technical accounting assistance, internal control review, risk assessments, state compliance review, and ACFR preparation and review. Jack has helped numerous governmental entities implement new accounting standards. Services to these clients included the review and classification of SBITA and Lease contracts, amortization schedule creation, journal entry preparation, and drafting of new footnotes for the implementation. Additionally, Jack works with government and not -for - profit organizations that expend federal and state funding. Services to these clients include OMB Circular/Uniform Grant Guidance compliance, policy review, SEFA and Data Collection Form preparation, lost revenue calculation review, and Single Audit preparation. Jack has also conducted training to clients across a full spectrum of topics and speaks at conferences on a regular basis. Education B.S. in Accounting, Northern Illinois University Areas of Expertise / Governmental Accounting Pronouncement Implementation / ACFR or Financial Statement Writing or Refresh / Accounting Transformation / Audit Preparation and Year -End Close Assistance / Financial & Single Audit Finding Remediation / GASB Technical Accounting / Strategic Accounting Projects / Surge Team Urgent Accounting Assistance / Training & Continuing Professional Education 9 Cherry Bekaert Proposal for City of Santa Ana Professional & Civic Involvement / Tennessee Society of CPAs, Government and Not - for -Profit Committee / Association of Government Accountants / Tennessee GFOA / Founding member of Cherry Bekaert's Governmental Standards Outlook Committee Vicki Dallas, CPA, CITP Senior Manager, Cherry Bekaert Advisory LLC Government Accounting Advisory Services As a Senior Manager in the Firm's Government and Public Sector based out of El Paso, Texas, Vicki has spent the past 10 years specializing in providing audit and advisory services to government entities of all sizes, including municipalities, counties, school districts, and special districts, including audit engagements with Single Audits. Her experiences include fund reporting, Uniform Guidance compliance, internal controls, budgeting, GASB 87, Leases and GASB 96, Subscription Based IT Arrangements (SBITA) implementation, GASB technical accounting assistance, including cash, capital assets, and SEFA reconciliations, assistance with financial accounting software, including QuickBooks, and financial statements, including Annual Comprehensive Financial Reports, preparation, and review. Education Master of Accounting, New Mexico State University Bachelor of Science, Southwestern Assemblies of God University Areas of Expertise / Governmental Accounting Pronouncement Implementation / Internal Control Evaluation and Transformation / Risk Advisory / GASB Technical Accounting Assistance / Grants Management / Federal Award Compliance Professional & Civic Involvement / American Institute of Certified Public Accountants / Texas Society of CPAs / President - AGA, El Paso Chapter Nicholas Keathley, CPA, CFE, CITP Manager, Cherry Bekaert Advisory .;' LLC Nicholas has over four years of experience auditing governmental and Not -for -Profit entities, including performing Single Audits. He also serves on the Annual Comprehensive Financial Report (ACFR) preparation team and has assisting with various account reconciliation projects. He has audited complex areas including pension and OPEB, leases, and debt refunding, amongst other areas. As an auditor, he planned and performed risk assessments and tests of controls, conducted fieldwork and testing, and drafted financial statements for various governmental and Not - for -Profit entities. Nicholas had to consider the risks related to information technology (IT) as part of the financial statement risk assessment by gaining an understanding of an entity's IT control environment and identifying and evaluating IT controls. Nicholas often had to test significant IT controls to lower the assessed risk over IT controls to an acceptable level. Examples of IT controls he often tested include: application, user access, backup and recovery, and security management controls. Control deficiencies and recommendations were communicated with the entity. Education Master of Accountancy, The University of Texas Rio Grande Valley Bachelor of Business Administration, Accountancy, The University of Texas Rio Grande Valley Areas of Expertise ► Governmental & Not -for -Profit Accounting/Auditing ► Governmental and Not -for -Profit Financial Statements / Texas Governmental Auditing and Accounting / Federal Grants Compliance / IT General Controls and Application Controls / Internal Control over Financial Reporting ► Financial Close and Reporting Professional & Civic Involvement / Member of the American Institute of Certified Public Accountants (AICPA) ► Member of the Texas Society of Certified Public Accountants (TXCPA) / Member of Association of Certified Fraud Examiners (ACFE) 10 Cherry Bekaert Proposal for City of Santa Ana Bailee Steinle Tatiana Britton, MBA Senior Associate, Cherry a Associate, Cherry Bekaert Bekaert Advisory LLC Advisory LLC Government Accounting Government & Public Sector Risk Advisory Services Advisory Bailee has spent her entire career working with state and local governments. Prior to joining Cherry Bekaert, she spent one year in the Postgraduate Technical Assistant program at the Governmental Accounting Standards Board (GASB), allowing her to bring a unique perspective and background in financial standard setting to our clients. As a result of her time spent as a member of the teams developing standards that are set to become effective for governmental entities over the next few years, she is able to provide insights and expertise as standards continue to develop Education B.S., in Business Administration and Accounting, Nebraska College of Business Areas of Expertise / Governmental Accounting Pronouncement Implementation / Accounting Advisory / Grants Management / Federal Award Compliance / Internal Control Evaluation and Transformation Tatiana is an Associate with three years of accounting advisory experience. Since she joined Cherry Bekaert, she has worked with over 40 different school districts, colleges/universities, cities and counties, as well as privately -owned businesses. She primarily focuses on the implementation of new accounting standards, financial data compliance/control reviews and accounting ledger reconciliation. As lead staff, Tatiana assists with accounting standard compliance services and physical asset / accounting record compliance review projects to help clients overcome financial reporting, compliance and accounting challenges. Prior to Cherry Bekaert, Tatiana had six years of full cycle accounting and financial data compliance experience, including working with the Pennsylvania Army National Guard to conduct an operational review to identify risks and improve payroll efficiency and effectiveness. She collaborated with her fellow Guardsmen in order to develop strategies to address and identify potential risks. Education MBA, Kutztown University of Pennsylvania B.S, Accounting, East Stroudsburg University of Pennsylvania Areas of Expertise / Compliance Data Collection and Review / Governmental Accounting Pronouncement Implementation / Financial Data and Accounting Ledger Review / Bank Reconciliation / Bookkeeping / Accounts Receivable and Accounts Payable Reconciliation / Capital Asset Reconciliation / Capital Assets and Physical Inventory Audit v. A description of the Proposer's experience in providing similar services to those requested in this RFP. Cherry Bekaert's Government & Public Sector (GPS) team has a deep understanding of the complex challenges local governments face, focusing on the areas of highest need to enable and improve the transparency, efficiency and effectiveness government reporting. With extensive knowledge and experience of government accounting and audit 11 Cherry `� Bekaert Proposal for City of Santa Ana requirements, we are one of the largest providers in the public sector space, serving clients around the nation; we provide targeted services to 200 municipalities, counties, public authorities/boards, school districts, and state agencies, ranging in size from $2 million to $9 billion. Local governments face extreme staffing challenges and knowledge drain, leaving them with open budgeted positions and without technical accounting knowledge. At the same time, the Governmental Accounting Standards Board (GASB) requirements are becoming increasingly complex and operational needs are expanding from unprecedented federal funding. We understand the distinct challenges that government finance and accounting managers face, and our GPS Advisory team provides a comprehensive GASB-as-a-Service offering that helps governments overcome them. While other professional services firms may have significant governmental accounting expertise, Cherry Bekaert has a dedicated team of professionals who only provide governmental accounting advisory services. This provides governments with the confidence that their needs will not be placed second to competing audit regulatory deadlines. We provide accounting services specific to the public sector —everything from financial close assistance and account reconciliation to internal control reviews, technical accounting, standards implementation, and ACFR preparation — to help our clients manage effectively, efficiently and responsively. We understand your unique challenges and remain up-to-date with industry developments to help you take advantage of growth opportunities and promote sustainable, compliant operations. The Firm frequently produces targeted thought leadership, which is available at the Guidance section of our website. Cherry Bekaert is also proud to have several team members who worked with the GASB on technical matters. Our professionals were on the forefront of evolving standards, including GASB 1010. This involvement provides unique insights we can share with our clients. Our capabilities include: Implementation of New Accounting Standards Over the years, we have assisted our clients with GASB pronouncement implementation, providing research and advice to resolve many complex accounting issues, including: / Assisting with analysis of the accounting and reporting aspects of compensated absences (GASB 101) / Assisting with analysis of the accounting and reporting aspects of subscription -based technology agreements (GASB 96) / Assisting with analysis of the accounting and reporting aspects of public -public or public -private partnerships (GASB 94) / Assisting with analysis of the accounting and reporting aspects of lease accounting (GASB 87) / Assisting with analysis of the reporting aspects of fiduciary activities (GASB 84) / Providing assistance interpreting the fair value measurement and disclosure requirements under GASB 72 and the guidance for certain external investments pools and participants under GASB 79 Annual Comprehensive Financial Report (ACFR) Writing Many governments are finding that they do not have the bandwidth and/or the technical expertise to draft their ACFRs and decide to outsource or co -source this work to us. These reports are often 100 to 200 pages and go through multiple layers of review, each resulting in changes that frequently need to be made in many places throughout the document. Leveraging Cherry Bekaert to prepare your ACFR affords you with the in the following benefits: / Begin with a template ACFR created using Government Finance Officer's Association Framework and tailored to your organization's needs, which rolls forward from year to year with minimal rework / Employ engagement management software to ensure consistent groupings year over year / Assistance with cash, modified accrual and full accrual accounting conversion entries / Assistance with net position and fund classification calculations, including net investment in capital assets / Completion of multiple reviews by governmental accountants / Ability to access account groupings in Excel format to easily disaggregate basic financial statement balances 12 Cherry Bekaert Proposal for City of Santa Ana The GFOA Certificate of Achievement for Excellence in Financial Reporting is highly recognized as the epitome of financial accountability and quality reporting. As a firm, we have provided support in obtaining and maintaining the certification to more than 75 governments, with several of our partners/directors participating in the program as certificate reviewers. As with all our GFOA submitting entities, we will assist you in any way necessary to help you receive this award every year. We will review your ACFR in comparison to our Firm's standard governmental reporting checklist and the current GFOA reporting checklist to help ensure that the Annual Report is in compliance with the certificate program requirements. Additionally, we will review the prior year GFOA comments to ensure that they have been properly addressed and/or corrected. Account Reconciliation and Financial Close Assistance We provide on -demand accounting and financial close support for many financial statement areas to government and public sector organizations who are significantly behind on their accounting and reporting. We also offer more targeted services such as assistance with bank reconciliations or reconciling capital assets across multiple systems. Examples of accounting reconciliation and financial close assistance we provide include: / Analytical review of trial balance / Bank reconciliations and outstanding items analysis / Grant closeout, investigation and reconciliation assistance / Revenue and expense recognition for grant and other funds / Data comparison between multiple accounting systems / Review and analysis of payroll data for completeness and accuracy Financial Management Policy and Procedure Refresh / Accounts receivable or accounts payable reconciliations / Fund allocation calculations and journal entries / Subledger reconciliations and analysis / Fixed asset reconciliations and depreciation calculations / Pension and other post -employment benefit calculations ► Preparation and reconciliation of the schedule of expenditures of federal and state awards ► Audit PBC (prepared by client) list assistance Recently, many governments have made significant operational changes within their accounting and finance function, often due to staffing challenges or moving to a more remote or hybrid working environment. These changes lead to outdated or inaccurate policies and procedures that do not reflect the day-to-day reality of the organization. We work with governments to refresh their policies and procedures to take advantage of the efficiencies they've found as well as benchmark them against other governments and provide additional opportunities for improvement. Examples include: / Cash Management procedures for receiving, depositing and disbursing cash and cash equivalents / Accounts Payable procedures for verifying invoices, purchasing cards, and travel and per diem requests / Accounts Receivable procedures for billing, recording and collecting, including the process for managing outstanding balances and tax collections / Budgeting procedures for developing, approving and monitoring the government's budget / Capital Asset procedures for acquiring, recording and disposing of fixed assets to maintain fixed asset records / Payroll procedures for processing payroll, including calculating and withholding taxes and other deductions. / Grant Management procedures for grants and other external funding sources, including the process for applying for grants, monitoring grant spending and reporting on grant activities / Financial Reporting procedures that encompass preparing financial statement and other financial reports, including the process for ensuring accuracy and compliance with accounting standards Enterprise Resource Planning (ERP) and Accounting Module Implementation or Remediation Assistance Many governments see the need to implement new accounting systems to reap the benefit of newer technology and the efficiencies these systems provide. When implementing these systems, it is important to have the governmental 13 Cherry Bekaert Proposal for City of Santa Ana expertise necessary to ensure that charts of accounts and all related modules are implemented appropriately. Cherry Bekaert has decades of experience both as the project manager on the implementation of these systems as well as providing remediation work when an implementation does not go as expected. Internal Control and Compliance Evaluation and Transformation Lending or granting federal and state funds and ensuring compliance from subrecipients involves significant, new and changing compliance complexities that many public sector organizations may be unfamiliar with. We assist governments with evaluation of their internal control and compliance structure or those of their related entities as subrecipients. Our support extends beyond compliance and seeks to help funding recipients identify efficiencies or implement templates and checklists to enhance their processes going forward. Tailored Training and CPE The field of governmental accounting and fiscal management is dynamic for both the City and its external consultants. Pronouncements from the following bodies all have significant impact on this sector: / Government Accounting Standards Board (GASB) (altering internal accounting and external reporting) / AICPA (modifying audit standards and procedures) / OMB (creating new compliance demands associated with the expenditure of federal funds) With staffing shortages and average employee tenures decreasing, it is imperative that governmental accounting and finance personnel receive adequate training to perform their roles and responsibilities. We maintain a robust library of trainings on a variety of governmental accounting and financial reporting topics and can deliver/facilitate targeted training to your teams. All proposed service team members have more than 40 hours of relevant continuing education during each of the last two years, including the continuing education required by Government Auditing Standards. Experience A list of current and recent clients includes: / Alaska Railroad / Florida Agricultural & Mechanical University / Alliance Health* / Fayetteville State University, North Carolina / Augusta Richmond County, Georgia / Forsyth County, North Carolina* / Broward Metropolitan Planning Organization, Florida / Greater Raleigh Visitors and Convention Bureau ► Cabarrus County, North Carolina ► Georgia Regents Real Estate Corporation / Central Florida Tourism Oversight District / Hampton City Schools, Virginia* / Central New Mex ► Hampton Roads Sanitation District, Virginia / Chesapeake Public Schools, Virginia / Louisville Metropolitan Housing Authority, Kentucky ► Chicago Transit Authority, Illinois ► Mecklenburg County Sheriff's Office, North Carolina / Cincinnati Metropolitan Housing Authority, Ohio / North Carolina Central University / City of Asheville, North Carolina* / North Carolina Department of Environmental Quality ► City of Chesapeake, Virginia* ► North Carolina Department of Information / City of Deming, New Mexico Technology ► City of Fayetteville, North Carolina / North Carolina Department of Cultural and Natural / City of Fort Myers, Florida* Resources ► City of Kerrville, Texas ► North Carolina Department of Public Instruction / City of Hallandale Beach, Florida / Newport News Public Schools, Virginia / City of Livonia, Michigan* ► Oneida Nation ► City of Richardson, Texas / Orange County Public Schools, Florida / City of Roanoke Rapids, North Carolina ► Richmond Metropolitan Transportation Authority ► City of Suffolk, Virginia / Roosevelt County, New Mexico 14 a• Cherry Bekaert Proposal for City of Santa Ana / City of Vero Beach, Florida / City of Winston-Salem, North Carolina / Central New Mexico Community College / Collier County Public Schools, Florida / Columbia County, Georgia* / Community College of Philadelphia / Cumberland County, North Carolina / Eddy County, New Mexico / ElectriCities of North Carolina / Escambia County School District* / Fairfax County Department of Housing and Community Development, Virginia / Sandhills Center, North Carolina / St. Johns County School District, Florida / St. Lucie County School District, Florida / State of Oklahoma / State of Rhode Island / Town of Holly Springs, North Carolina / University of Mary Washington* / University of Memphis / Virginia Beach Public Schools, Virginia / William James City County Schools, Virginia *DebtBook was utilized by client for GASB 87, 94, and 96 e. Proposed Work Plan Proposed Approach, including: i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. iv. Data requirements from the City, if any GASB 101 Implementation Cherry Bekaert has developed a comprehensive four phase approach to implementing GASB 101, Compensated Absences that we are currently providing to governments throughout the country. This four -phase approach takes our clients from not knowing about the pronouncement to having journal entries, disclosures, and go -forward training. The Scope of Services provided by the City aligns very closely with our approach and achieves the primary objectives of your RFP to ensure full compliance with GASB 101 and help align current accounting practices for the new accounting standard. Cherry Bekaert's Comprehensive Four -Phase Implementation Approach includes: 1.0 Training and initial discussion on GASB 101 Compensated Absences GASB 101 Presentation 1.1 Assistance with general communication and information gathering within Tailored GASB 101 Memo the organization (for decentralized organizations or systems) 1. 2.0 Provide Cherry Bekaert" GASB 101 Summary" Excel template to assist Compensated Absences with the capture of compensated absences applicable to the organization Summary Excel Template and potential liability recognition 2.1 Complete detailed review of client's policies, payroll register, and trial Annotated documents and a list balance to assist in the identification of all potential compensated of identified compensated absences absences 2.2 Conduct walkthroughs with HR and Payroll departments to assist in the List of identified compensated discovery of the government's full compensated absences listing absences 2.3 Populate Cherry Bekaert "GASB 101 Summary" Excel template for client Completed Compensated review and acceptance Absences Summary Excel Template PoliciesPhase 3: 3.0 Assess current state processes and controls around accounting for Accounting Policy compensated absences and provide recommendations for improvement Recommendations 3.1 Assess clarity of client's policies and procedures (e.g., more likely than Accounting Policy not determination, termination assumptions, flows assumption, Recommendations accumulation assumptions) and provide recommendations for improvement 15 a• Cherry Bekaert Proposal for City of Santa Ana 3.2 Assist client with determining the approach to be used for calculating compensated absences liability, if not already in policy or if changing based on the implementation of GASB 101 3.3 Document implementation year and go -forward policies and procedures to address completeness, information capture, and subjective determinations 4.0 Assist with calculation of GASB 101 compensated absences liability based on the client's determined approach 4.1 Assist with complex leave calculations based on multiple leave payout percentages or allocations (i.e., police and/or fire departments) 4.2 Assist with preparation of GASB 101 compensated absences journal entry, including allocation of liability if necessary 4.3 Review client -prepared GASB101 compensated absences journal entry for consistency with GASB 101 4.4 Assist with preparation and/or review of GASB 101 disclosures 4.5 Conduct final GASB 101 training (preparing client to handle going forward) Accounting Policy Recommendations Implementation Memo Compensated Absences Computation Tool Compensated Absences Computation Tool Journal Entry Journal Entry Updated and Reviewed Note Disclosures Go -Forward Presentation Cherry Bekaert has a team of government advisors that provides these services year-round and can get started on this project as soon as the week after the contract is signed. From the start of services to the completion of training development will be eight weeks. Sample Tools/ Templates &Training Materials Cherry Bekaert has developed proprietary tools and templates to help with GASB 101 implementation, which we will use for this engagement. Below are samples of our Compensated Absences Liability Calculation and Compensated Absences Leave Analysis Summary Tools. GASB 87 and GASB 96 Review and Update The lease accounting standard change was one of the most disruptive changes to accounting in over 40 years, and as one of the nation's top public sector audit firms, Cherry Bekaert has been helping local governments understand and plan to address the myriads of accounting and reporting requirements related to GASB 87 and GASB 96 since our 2019 audit season. To assist the City with maintaining compliance and audit readiness, this engagement will focus on helping the City review lease universe completeness, including embedded leases and materiality threshold, and re- evaluating the design and/or implementation of appropriate processes, procedures and control functions. Our general methodology includes: Phase 1- Understanding the Statement Scoping and objective call with the City, which includes initial high-level overview of standards as well as discussion of type of leases and SBITA contracts in scope. 16 Cherry Bekaert Proposal for City of Santa Ana / Provide working and/or training session to the City pertaining to any accounting implementations and reporting requirements under the GASB standards. / Set up a schedule with management to coordinate weekly check -ins, milestones and timelines. / Mobilize team members and provide client and project overview to discuss deliverables. Phase 2- Completeness and Implementation Documentation / Evaluation of any new potential lease or SBITA contracts entered into during the year. Identify/Review the Population of Leases (current operating leases, capital asset listings, source of cash receipts) and SBITAs (current IT arrangements, capital asset listings, source of cash receipts) and management to compile a population of agreements, including those contracts with a lease embedded within. / Collect and Categorize Data: Gather all supporting agreements, amendments, and extensions, and group agreements with similar characteristics. / Extract and input into DebtBook Key Terms and Conditions: Review information gathered and identify key terms and conditions such as the lease term, options to extend or terminate, payment terms, service or maintenance components, and analysis of the incremental borrowing rate used as the discount rate. / Perform necessary fieldwork including weekly or bi-weekly client meetings to discuss progress. / Assist with updating the incremental borrowing rate to be used utilizing the template provided by DebtBook Phase 3- Entries, Disclosure, and Go Forward / Prepare journal entries to record the subscription liability and right of use subscription asset, lease liability and leased assets, lease receivable and deferred inflow of resources; assist the City with drafting new leasing and/or SBITA policy, including the impact of updated control environment surrounding the initiation, approval, processing and recording of transactions impacted; and assist with drafting footnote disclosure / Work with the City in running the Day 1 journal entry along with the transition entry necessary to catch up to the current period based on implementation completion date. / Work with the City in the drafting and developing the GASB 87 & GASB 96 annual disclosures / Conduct "day 2" accounting training and use of software Provide deliverables will include but are not limited too; technical GASB implementation memos; database setup which includes key lease/contract terms abstracted and inputted into lease software; and/or supporting working papers. We also commit to being here for the City following this engagement if you run into issues or have questions around monthly journal entries, ongoing compliance questions/issues, changes to the control environment and/or annual reporting disclosures. We have developed the following service offerings to assist with compliance and provide long- term business solutions: / General diagnostics discussion with management / Consultation and interpretive guidance, including GASB interpretations / Checklists and other tools for GASB 87 and GASB 96 implementation / Assistance with tool identification and vendor evaluation / Assistance in identifying additional reports and data needed f. References / Review of your management's GASB 87 and GASB 96 GAAP policies and practices / Compare and contrast reviews for the ability of your entity's current processes and controls and IT systems to meet the requirements of GASB 87 or GASB 96 ► Analysis of potential impact on debt covenants / Assistance with implementation and IT system changes, if necessary, through Cherry Bekaert's IT system partners. 17 Cherry Bekaert Proposal for City of Santa Ana Email 0effre ates fa ettevillenc. ov Contract Amount $914,000 Year January 2023 - Present Wide range of accounting, financial and pre -financial audit services for fiscal years 2022 - 2025 . We started by gaining an understanding of the entity's system of internal controls after their ERP implementation, similar to what would have been done in a financial statement audit. The purpose was to better develop tailored accounting and financial reconciliation procedures necessary for significant transaction cycles that had yet to be reconciled. The reconciliations included bank reconciliations (including pooled cash), accounts receivable and payable subledgers, capital assets, and fund balance classification, among others. Portions of the Description of reconciliations were fully outsourced while others were done in conjunction with City finance supplies, staff. As part of the co -sourced account and financial closing process, we proposed journal equipment, or entries and assisted with preparation of the final trial balance for the auditors. services provided The City was required to implement GASB 87 as part of their fiscal year 2022 closing procedures and also decided to implement GASB 96 a year early. We assisted with the implementation of both of these standards, which included template creation for departments lease/subscription contract identification, detailed review of contracts, data analytics on the City's General Ledger to identify embedded leases, assistance developing go -forward policies and procedures, and required journal entries and disclosures. We also assisted with note disclosures and other Customer Name procedures related to the drafting of the Annual Comprehensive Financial Report. City Fort Myers Contact Individual of Christine Tenney, Director of Financial Services Address 2200 Second Street, Fort Myers, FL 33901 Phone Number 239.321.7186 Email ctenney(@cityftmvers.com Contract Amount $247,500 Year November 2023 - Present We assisted the City with ACFR preparation, which included: ► Coordinating with the City's finance department to develop a timeline for completion, including team member assignments and review responsibilities ► Providing a template with a list of items (statements, schedules, footnotes, Stat tables) needed ► Holding weekly status update meeting to ensure progress goals were met Description of ► Assisting with: supplies, o Full accrual journal entries equipment, or services provided o Long-term debt, pension and OPEB footnotes o Government -wide reconciliations o Identifying and correcting grouping issues o Completion of the basic financial statements within the City's software (Statement Builder) / Performing multiple reviews of the ACFR before submission to the City's external auditors. ► Helping the City ensure that GFOA requirements were met Customer Name Contact Individual City of Richardson, TX Herman Chavez, CPA, Controller Address 2360 Campbell Creek Blvd. Suite 550 Richardson, TX 75082 Phone Number 972.744.4062 Email herman.chavez cor. ov Contract Amount $321,500 ear June 2023 - Present IN Cherry Bekaert Proposal for City of Santa Ana The City needed bank reconciliation support for an entire fiscal year, particularly for transactions from January to September 2023 that were not reconciled because of a new ERP system Description of implementation. We created a data capture template for all 19 departments and interviewed supplies, multiple personal early in the project to understand the nature of several transactions made. We equipment, or also proposed a blueprint for automating this process in the future. This approach streamlined services provided the City's reconciliation template to reduce reconciliation time for monthly close from three weeks to one week. We are also providing best practice recommendations and remediation efforts for departments that need improvement in their reconciliation process. Name North Carolina DepartmentCustomer Contact Individual Jessica Mapes, Accounting Controls & Reporting Manager Address 301 North Wilmington Street, Raleigh, NC 27601-2825 Phone Number 984.236.2373 Email iessica.ma es d i.nc. ov Contract Amount $107,885 Year September 2022 - Present Cherry Bekaert prepared the financial statements for the Department for the years ending June 30, 2022, and 2023. The Department's financial information was spread across several software platforms, requiring extensive reconciliations to ensure that billions of dollars in federal and state grant funding could be accurately disaggregated by individual subrecipients for the mandatory Description of supplementary schedules. Cherry Bekaert also assisted with cash basis, modified accrual and supplies, full accrual journal entries, and helped the Department build new disclosures for GASB 87 and equipment, or 96. As part of the financial statement preparation, Cherry Bekaert provided the Department with services provided an in-depth understanding of the mapping of their account structure, flow of information from different software platforms, and closing journal entries. This increased transparency enabled the Department to have a more seamless review of the financials during the audit process. Additionally, the fiscal year 2023 financial statement preparation was completed several months earlier than had been historically possible for the Department. This additional time allowed for a more thorough review of the financials without the pressure of a looming deadline. Name North Carolina ... DepartmentCustomer Contact Individual Beth Lane, Finance Director Address 301 North Wilmington Street, Raleigh, NC 27601-2825 Phone Number 919.609.3421 Email beth.lane nc. ov Contract Amount $102,000 Year November 2021 - Present Assisted NCDIT with the implementation of GASB 96, Subscription -Based Information Technology Arrangements. NCDIT has very complex subscription arrangements that required Description of deep analysis and discussion with multiple parties to arrive at the appropriate accounting supplies, treatments. In addition to technical contract review, we documented completeness and other equipment, or implementation considerations, prepared journal entries and related disclosures, and provided services provided Day 2 go -forward training. The following year, we provided NCDIT with Year 2 support related to both GASB 87 and GASB 96. Prior to these engagements, we also provided internal service fund audit and agreed -upon procedures to NCDIT. 2.Cost Proposal We understand and appreciate your desire for professional service providers who are not only highly qualified, but who are also cost-conscious and cost-effective about the work they perform. We are mindful that cost is always a consideration in selecting a professional services firm. Accordingly, we have structured our fee based on our strong desire to develop a mutually rewarding, long-term relationship. Our fees are generally based on the time required to complete the work at our established billing rates. Our fees are also based on other factors such as the complexity of 19 Cherry Bekaert Proposal for City of Santa Ana the work, the skill required, time limits, the experience and abilities of our personnel, and the value of the services rendered. Within the table below you will see our hourly rates for these services. A key benefit of our engagements is that we can scale up or scale down the level of effort in certain areas based on client budget. We also provide a detailed WIP summary each week so our clients are completely aware of where they are within their budget and what areas the fees correspond to. Partner/Principal $295 Managing Director/Director $275 Senior Manager $250 Manager $210 Senior Associate $185 Associate $165 The fee below by fiscal year and task is based on the anticipated number of hours needed on the engagement. Should the engagement take fewer hours, you will only be billed for the hours incurred. Our total fiscal year 2025 fee is $42,550 and our total fiscal year 2026 fee is $19,500. This leaves an additional $37,950 for optional supplemental services if the City were to use the entire $100,000 budget identified. As stated in the RFP, the City is not obligated to spend the entire $100,000 and will only be billed for time incurred. Please note the reduction in fee in fiscal year 2026 is based on the fact that GASB 101 is largely an implementation year challenge and the tools and templates created in year one make this standard easier to manage in subsequent years. Service VTTTWTZ Hours Fiscal Year 2025 • Fee •• - •. • •• UMME • • Total Year One Fiscal Year 2026 - •. • :•• UMME • • ••• Total Optional supplemental services contingent Total Fee for Initial of Agreement upon availability of funds 200 530 $37,950 $100,000 Additional Details / Renewal - Cherry Bekaert agrees not to increase annual fees by more than five (5) percent per year, over the prior year, for the three (3) annual renewals. This five percent (5%) limit does not apply to any new services added during the term of this Agreement. / A change in fees will apply should the scope of work change significantly. Should this occur, or there is a change in scope because of a change in your operations, we would meet with you to obtain your agreement on any increase in the fee ranges before proceeding. Out -of -Scope Services We encourage open lines of communication throughout the year as part of our services. Generally, we do not bill for routine telephone consultations, including calls received during the year regarding compliance questions. However, should a matter require major research or services not included above, we will bill for these services at established hourly rates as rendered. Before beginning any additional work outside the scope of this proposal, we will discuss anticipated fees with your management to obtain understanding and approval, as well as any anticipated discount based on the timing and complexity of the service. 20 a• Cherry Bekaert Proposal for City of Santa Ana Appendix A — Attachments & Certifications ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Cherry Bekaert Advisory LLC 512 838 3176 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 1925 Century Park E, Ste 1700, Los Angeles, CA 90067 BUSINESS ADDRESS Danny Martinez, CPA, CGFM Partner, Cherry Bekaert Advisory LLC PRINTED NAME OF AUTHORIZED AGENT TITLE 03/18/2025 danny.martinez@cbh.com SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 88-2730877 FEDERAL I NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 21 a• Cherry Bekaert Proposal for City of Santa Ana ATTACHN1ENT B REFERENCES List and describe fully the contracts performed by your firm hick demonstrate your ability to provide the supplies. equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. REFERENCE Customer Name: Citj of Fayetteville. NC Contact Individual: Jeff Yates. Assistant City Manager Address. .433 Hay Street. Fayetteville NC. 28301 phone Number: 910.433.1474 Contract Amount: S914.000 EMAIL: Jeffreyyates@fayettevillenc.gov Year: January 2023 - Present Description of supplies. equipment. or services provided: Please see section F of our proposal REFERENCE Herman Chavez. CPA. Controller Customer Name: City of Richardson. TX Contact Individual: Address: 2360 Campbell Creek Blvd. Suite Phone Number: 972.744.4062 550 Richardson, TX 750KI Contract Amount: $321.500 EMAIL: herman.chavez@cor.gov Year: June 2023 - Present Description of supplies. equipment. or services provided: Please see section F of our proposal Jessica Mapes, Accounting REFERENCE North Carolina Department of Public Controls & Reporting Manager Customer Name: Contact Contact Individual: Address: 301 North Wilmington Street. Phone Number: 984.236.2373 Raleigh. - EMAIL: j.essica.mapes@dpi.nc.gov Contract Amount: $107,885 Year: September 2022 - Present Description of supplies. equipment. or services provided: Please see section F of our proposal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 22 Cherry Bekaert Proposal for City of Santa Ana ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Cherry Bekaert Advisory LLC Signed and Printed Name: Danny Martinez, CPA, CGFM Title Partner, Cherry Bekaert Advisory LLC Date 03118/2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT ❑O NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 23 Cherry Bekaert Proposal for City of Santa Ana ATTACHMENT D NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. State of `�''r''afAt , County of Subscribed and sworn to (or a irmed) before me on this 13 day of March , 20 25 by CWk J proved to me on the basis of satisfactory evidence to be the persons) who appeared befor e. ,,,, WMNW ". STATE OF : I _x t TENNESSEE t 1401ARY ' PUBW Notary Public Signature Nota tsft �1� ot� Exg � THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 24 Cherry Bekaert Proposal for City of Santa Ana ATTACHMENT E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Partner, Cherry Bekaert Advisory LLC Firm: Cherry Bekaert Advisory LLC Date: 03/18/2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 25 Cherry Bekaert Proposal for City of Santa Ana ATTACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes 26 Cherry Bekaert Proposal for City of Santa Ana involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Partner, Cherry Bekaert Advisory LLC Firm: Cherry Bekaert Advisory LLC Date: 03/18/2025 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 27 a• Cherry Bekaert Proposal for City of Santa Ana Attachment B — Standard Terms & Conditions `� Cherry Bekaert Your Guide Forward MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT is entered into as of 20_ ("Effective Date"), by and between ("Customer') and CHERRY BEKAERT ADVISORY LLC, a Delaware limited liability company ("Cherry Bekaert" and, together with Customer, the "Parties," and each of them individually, a "Party"). RECITALS WHEREAS, Customer desires to retain Cherry Bekaert to provide those certain Services (defined below) set forth in each applicable SOW (defined below) to Customer pursuant to this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, Cherry Bekaert and Customer hereby agree as follows: 1. Definitions. Unless otherwise stated in this Agreement, the defined terms set forth below shall have the following meanings: 1.1. "Aareement" means this Master Services Agreement together with all applicable addenda and amendments signed by each Party, and all schedules, exhibits, annexes, and SOWs attached to this Master Services Agreement or otherwise incorporated herein by reference. 1.2. "Background IP" means all documents, hardware, data, know-how, methodologies, software, templates, and other materials, Including computer programs, reports, and specifications, including all Intellectual Property Rights therein, provided by or used by Cherry Bekaert in connection with performing the Services, in each case developed or acquired by Cherry Bekaert prior to the commencement or independently of this Agreement. 1.3. "Customer Data" means any data, information or material provided, inputted, or submitted by Customer or on Customer's behalf to enable the performance of the Services or otherwise in relation to this Agreement or the Services. 1.4. "Intellectual Property Rights" means all rights comprising or relating to intellectual property, including, but not limited to: (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, brand name, logos, corporate names and domain names, and all other similar indicia of source of goods and services, in each case together with all of the goodwill associated therewith, (c) works of authorship (whether or not copyrightable), expressions, designs, copyrights and copyrightable works (including, but not limited to computer software, programs, and applications), mask works, moral rights, industrial design rights, and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether or not registered and including all registrations and applications for, and continuations, continuations -in -part, reissues, divisions, renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world. 1.5. "Services" means the professional services and Work Product, if any, to be provided by Cherry Bekaert to Customer under this Agreement as described in more detail in each applicable SOW. 1.6. "Statement of Work" or "SOW" means each Statement of Work entered into by the Parties from time -to -time and incorporated herein by reference. 1.7. "Technology Partner IP" means all documents, hardware, data, know-how, methodologies, software, templates, and other materials, including computer programs, reports, and specifications, including all Intellectual Property Rights therein, provided by or used by a Technology 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 W a• Cherry `,, Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward Partner (as defined in Section 2.3 below) in connection with performing or providing any Technology Partner Service (as defined in Section 2.3 below). 1.8. "Work Product" means any and all works, materials, designs, specifications, systems, innovations, documentation or reports that are developed, produced, generated or provided by Cherry Bekaert to Customer In connection with Cherry Bekaert's performance of the Services as set forth in each applicable SOW, but specifically excluding any Background IP, Customer Data, Technology Partner Service and Technology Partner IP. 2. Services. Cherry Bekaert agrees to provide to Customer the Services described in each SOW in accordance with this Agreement. SOWS signed by both Parties may be added to this Agreement from time -to -time by reference to this Agreement. The method and means of providing the Services shall be under the control, management, and supervision of Cherry Bekaert, giving due consideration to the requests of Customer. The Services may include advice and recommendations of Cherry Bekaert, but management decisions in connection with the execution and communication of such advice and recommendations are Customer's sole responsibility. 2.1. Non -exclusivity. Nothing herein shall be deemed to preclude the Parties from retaining or performing the same or similar type of services for other persons or entities undertaking the same or similar functions as those undertaken by Customer or Cherry Bekaert hereunder or from independently developing or acquiring goods or services that are similar to, or competitive with, the goods or services, as the case may be, contemplated under this Agreement. 2.2. Use of Third -Party Service Providers. In connection with Cherry Bekaert's performance of the Services, Cherry Bekaert may use the services of domestic and foreign (as permitted by applicable law) independent contractors or temporary or loaned employees, all of whom may be considered a third - party service provider (each, a "Third -Party Service Provider"). Cherry Bekaert remains responsible for the oversight of all Services performed by the Third -Party Service Provider and for ensuring that such Services are performed in accordance with this Agreement. Cherry Bekaert will enter into a contractual agreement with the Third -Party Service Provider to maintain the confidentiality of confidential information. 2.3. Technology Partners. In connection with Cherry Bekaert's performance of the Services, Cherry Bekaert may use, offer, make available, provide access to, sell, resell, incorporate, embed and/or install certain software, application, hardware and/or technological communication products or services (each, "Technology Partner Service") offered by third -party technology providers (each, a "Technology Partner"), including, but not limited to software -as -a -service (SaaS), infrastructure -as -a -service (laaS), and p latform-as-a-se ry ice (PaaS) whether or not such Technology Partner Service works in conjunction with the Services or is provided on a stand-alone basis. Customer agrees that Cherry Bekaert does not make any representations or warranties as to, and Cherry Bekaert will have no liability regarding, any Technology Partner Service, Technology Partner IP or any products or services of any Technology Partners regardless of whether or not such Technology Partner or their products or services are designated by Cherry Bekaert as "a partner," "validated," "certified" or otherwise. Customer releases Cherry Bekaert from any liability or obligations arising from any Technology Partner Service, Technology Partner IP or any products or services of any Technology Partners. Customer agrees to comply with all additional terms of use, end user license agreements, user agreements, or other terms and conditions of the Technology Partner that are applicable to Technology Partner Service or Technology Partner IP, each as required by the Technology Partner. Any exchange of Customer Data, trade secrets, Confidential Information (defined below), or proprietary information or other interaction between Cherry Bekaert and/or a Customer and a Technology Partner, and any purchase by Cherry Bekaert or a Customer of any product or service offered by such Technology Partner, is solely between Cherry Bekaert and/or Customer and the Technology Partner and subject to the applicable Technology Partner terms of use, end user license agreements, user agreements, or other terms and conditions of the Technology Partner, each as required by such Technology Partner. Except as may be agreed to in writing by such Technology 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 29 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward Partner, the Technology Partner and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Technology Partner Service and Technology Partner IP, including all Intellectual Property Rights therein. 2.4. Change Orders. If Customer desires to change the scope or performance of the Services to be provided, Customer shall submit details of the requested change to Cherry Bekaert in writing. Cherry Bekaert shall, within a reasonable time after receiving a Customer -initiated request, provide a written estimate to Customer of: (a) the estimated time required to implement the change; (b) any necessary variations to the Fees and other charges for the Services arising from the change; and (c) the likely effect of the change on the Services. Promptly after receipt of the written estimate, the Parties shall negotiate and seek to agree in writing on a change order amendment to this Agreement or the applicable SOW regarding the terms of such change. Neither Party shall be bound by any change request or change order amendment unless it is mutually agreed upon in writing and executed by each Party. 3. Term and Termination. 3.1. Term: Automatic Renewal. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive periods of one (1) year each unless either Party provides the other Party with written notice of its election not to renew this Agreement at least thirty (30) days prior to the scheduled renewal date. In the event a Party provides such notice of its intent not to renew, the term of this Agreement shall continue until the later of (a) such scheduled renewal date or (b) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically expire. 3.2. Termination for Convenience. Either Party may terminate this Agreement upon providing the other Party with written notice of at least thirty (30) days. In the event a Party properly provides such notice of its intent to terminate this Agreement under this Section 3.2, this Agreement shall continue until the later of (a) thirty (30) days after such notice or (b) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically terminate. 3.3. Termination for Cause. In addition to any other termination rights under this Agreement, either Party upon written notice to the other Party (a) may terminate this Agreement if such other Party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of written notice of such breach from the terminating Party, (b) may terminate an SOW if such other Party materially breaches such SOW and such breach is not cured within thirty (30) days after receipt of written notice of such breach from the terminating Party, and (c) may terminate this Agreement and any SOW if such other Party becomes the subject of any involuntary petition in bankruptcy that is not dismissed or vacated within 60 days after filing or any voluntary proceeding relating to insolvency, bankruptcy, receivership, liquidation, or composition for the benefit of creditors, or otherwise dissolves or ceases to do business. Customer's non-payment of Fees or other amounts due to Cherry Bekaert under this Agreement will be deemed a material breach of this Agreement and the applicable SOW by Customer. In the event a Party properly provides such notice of its intent to terminate this Agreement, this Agreement shall continue until the later of (i) the date that this Agreement would terminate pursuant to this Section 3.3 (after giving effect to the cure periods therein), or (ii) immediately following the termination or expiration of all SOWS entered into in connection herewith, at which point this Agreement will automatically terminate. 4. Fees and Billing Procedures. Customer agrees to pay Cherry Bekaert for the Services in accordance with the fee(s) set forth herein and in each applicable SOW ("Fees"). 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 Ga a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward 4.1. Time of Payment and Billing. Except as otherwise provided in the applicable SOW, Fee(s) are due and payable upon receipt by Customer of an invoice from Cherry Bekaert. If any Fees or other amounts due to Cherry Bekaert under this Agreement are more than ten (10) days past due, Cherry Bekaert: (a) may charge Customer a service charge equal to the lower of 1.5% per month or the maximum rate permitted by applicable law on any such past due amounts, with a minimum charge of $2.00 per month, and (b) may stop all Services until Customer's account is brought current and the individuals performing the Services become available. Except as otherwise provided in the applicable SOW, invoices may be rendered monthly, and Cherry Bekaert will forward Invoices via email to the billing contact specified by Customer for the Services rendered pursuant to each applicable SOW then payable. 4.2. Expenses. Subject to the prior approval by Customer, and upon receipt by Customer of an invoice from Cherry Bekaert, Customer shall reimburse Cherry Bekaert for reasonable travel and out- of-pocket expenses incurred in connection with the performance of the Services. Upon Customer's written request, Cherry Bekaert will provide copies of the expense report and evidence of the travel and out-cf- pocket expense(s) incurred by Cherry Bekaert. 4.3. Disputed Fees/Amounts. In the event Customer disputes a Fee or other amount on an invoice, Customer must deliver a written statement to Cherry Bekaert within thirty (30) days of Customer's receipt of such invoice listing all disputed Fee(s) and other amounts and providing a reasonably detailed description of each disputed item. Fees and other amounts not so disputed shall be deemed accepted and shall be paid within the agreed upon period. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 5. Confidential Information. 5.1. Non -Disclosure. 5.1.1. "Confidential Information" means any and all non-public information that is disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which is marked "confidential" or "proprietary" or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, without limitation, the contents of this Agreement, and any confidential or proprietary information that relates to its business affairs, products or services, prices, business plans, marketing, finances, Intellectual Property Rights, or third -parry confidential information, whether disclosed orally or in written, electronic, or other form or media; provided, however, the term "Confidential Information" does not include any information or documentation that: (i) was known to the Receiving Parry prior to its disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the Receiving Party; (III) has been rightfully received from a third -party authorized to make such disclosure without restriction; (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party; or (v) has been approved for release by the Disclosing Party's prior written authorization. 5.1.2. During the term of the applicable SOW and for a period of three (3) years following completion of the Services contemplated therein, the Receiving Party agrees: (a) not to disclose Confidential Information of the Disclosing Party provided to the Receiving Party in connection with the Services contemplated In such SOW to any third -party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its employees, members, consultants, independent contractors, vendors, Third -Party Service Providers, Technology Partners, agents and representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 5; and (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under this Agreement or, in the case of Customer, to make use of the Services. Unless otherwise agreed to by the Parties in writing, the Confidential Information of the Disclosing Party will be and remain the property of the Disclosing 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 4 31 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward Party. This Agreement supersedes and controls over any and all confidentiality agreements, non- disclosure agreements, and similar agreements regarding non -disclosure of information entered into by the Parties prior to the Effective Date, it being agreed that all of each Party's rights and obligations with respect to information are governed by this Agreement. 5.2. Surrender and Destruction of Confidential Information. Following the expiration or termination of the applicable SOW and upon the written request of the Disclosing Party, the Receiving Party shall at its option promptly destroy or return to the Disclosing Party all Confidential Information held by the Receiving Party. In the event the Receiving Party destroys such Confidential Information, the Disclosing Party may request written certification of such destruction from the Receiving Party. Notwithstanding the foregoing, Cherry Bekaert has the right to retain a copy of Confidential Information that is captured by automatic backup and electronic storage systems in the ordinary course of business or as may be required by applicable professional standards; provided, however, all such retained Confidential Information shall remain subject to this Agreement. 5.3. Compelled Disclosure of Confidential Information. If the Receiving Party becomes legally compelled to disclose any Confidential Information by governmental regulation, subpoena, or other legal process, the Receiving Party shall provide: (a) prompt written notice of such requirement to the Disclosing Party (unless prohibited by law) so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains legally required to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Informatlon which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose. In the event Cherry Bekaert is requested or authorized by Customer or required by government regulation, subpoena, or other legal process to produce Customer's Confidential Information, Customer Data, Work Product or Cherry Bekaert's personnel as witnesses with regard to Services performed for Customer, Customer will, so long as Cherry Bekaert is not a party to the proceeding in which the information is sought, reimburse Cherry Bekaert for its professional time and expense, as well as the reasonable fees and expenses of Cherry Bekaert's counsel, incurred in responding to such a request. 6. Work Product and Intellectual Property Rights. 6.1. Work Product. Except as provided in Section 6.2, and subject to Cherry Bekaert's receipt of Customers payment for all Fees and other amounts owed by Customer to Cherry Bekaert, Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to all Work Product, including all Inteliectual Property Rights therein. Cherry Bekaert agrees that with respect to any Work Product that may qualify as "work made for hire" as defined In 17 U.S.C. § 101, such Work Product is hereby deemed a "work made for hire' for Customer. If and to the extent that Cherry Bekaert may, under applicable law, be entitled to claim any ownership interest in the Work Product, Cherry Bekaert hereby transfers, grants, conveys, and assigns to Customer any and all Intellectual Property Rights that Cherry Bekaert now has or may hereafter acquire in and to the Work Product. Upon Customer's written request and at Customers sole cost and expense, Cherry Bekaert agrees to use commercially reasonable efforts to assist Customer and to take further actions, including execution and delivery of instruments of conveyance, as may be reasonably required to give full and proper effect to such assignment. Notwithstanding any provision of this Agreement to the contrary, in the event that working papers are compiled by Cherry Bekaert in connection with the Services, then such working papers (but not the Customer Data contained in them) shall be the sole property of Cherry Bekaert and shall not be Work Product. 6.2. Background IP. The Parties acknowledge and agree that Cherry Bekaert and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 32 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward Background IP, including all Intellectual Property Rights therein. If, and to the extent that, any Background IP is embodied or reflected in the Work Product, Cherry Bekaert hereby grants to Customer an irrevocable, perpetual, non-exclusive, worldwide, royalty -free, fully paid up, sublicensable right and license to use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Background IP and any derivative works thereof to the extent incorporated In, combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required In connection with Customer's receipt or use of the Services. 6.3. Customer Data. Unless otherwise agreed by the Parties in writing, Customer Data shall be and remain the sole and exclusive property of Customer. Customer hereby grants Cherry Bekaert and its employees, members, consultants, independent contractors, vendors, agents, representatives, and any Third -Party Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the Services a license to use, store, record, process, transmit, maintain, and display Customer Data to the extent necessary in providing the Services. Customer covenants, represents and warrants that Customer owns or has the necessary licenses, rights, consents and permissions to use and authorize Cherry Bekaert and its employees, members, consultants, independent contractors, vendors, agents, representatives, and any Third -Parry Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the Services to use all Customer Data in the manner contemplated under this Agreement, and to transfer and process such Customer Data as may be required by applicable law. Customer alone is responsible for the accuracy, content, currency, completeness, quality, legality and delivery of all Customer Data. If Customer Data, Confidential Information, or other materials disclosed or made available to Cherry Bekaert in connection with this Agreement may be subject to heightened protections under applicable privacy laws, data protection laws, or other applicable laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), then Customer must notify Cherry Bekaert in advance of such disclosure or access (email acceptable). If performance of the Services requires Cherry Bekaert to process the personal data of European Union or United Kingdom residents, Customer will notify Cherry Bekaert and the Parties will work together in good faith to execute a data processing addendum covering such processing. Cherry Bekaert shall and shall use reasonable efforts to cause its employees, members, consultants, independent contractors, agents, representatives, and any Third -Party Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the Services to implement, maintain and enforce commercially reasonable security measures to help prevent the unauthorized access, use, corruption, loss or disclosure of non-public Customer Data and Confidential Information. 6.4. No License; Advertising and Publicity. Except as otherwise provided in this Agreement, no license or other right is granted by this Agreement and this Agreement shall not be construed to grant a license or other right to either Party by the other Party with respect to Confidential Information, Background IP, or Customer Data. Neither Party shall use the name or logo of or refer to the other Party directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the other Party; provided, however, Cherry Bekaert may use Customer's name and logo, and otherwise refer to Customer, on any customer list of Cherry Bekaert. 7. Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses, if applicable, granted under this Agreement, and to perform its obligations under this Agreement; (c) the execution of this Agreement by its representative on the signature page hereto has been duly authorized by all necessary entity action; (d) when executed and delivered, this Agreement will constitute a legal, valid, binding and enforceable obligation, except as may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; and (e) it will comply in all material respects with applicable federal, state, local, international, 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 I P 919.782.1040 1 cbh.com v05.24 33 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward or other laws and regulations applicable to the performance by it of its obligations under this Agreement, and it has or will obtaln all applicable permits and licenses required of it in connection with its obligations under this Agreement. 8. Limited Service Warranty; Disclaimer. 8.1. Cherry Bekaert warrants that the Services will be performed in a professional manner and in accordance with, in all material respects, any specifications set forth in the applicable SOW. Cherry Bekaert's entire liability, and Customer's sole and exclusive remedy, for breach of the warranty in this Section 8.1 is Cherry Bekaert using reasonable efforts to correct such breach. Notwithstanding the foregoing, the above warranty does not apply to the extent the breach of warranty was caused by or arises from (a) any modification or repair to the Services unless provided by Cherry Bekaert, (b) any unauthorized or improper use of the Services, or (c) any third -party product, software, application or service (including in combination with the Services). 8.2. Cherry Bekaert warrants that, to Cherry Bekaert's knowledge, the Services contemplated herein (exclusive of the Customer Data, Technology Partner Service and Technology Partner IF) do not infringe upon any United States copyright, registered or issued patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third -party; provided, however, that Cherry Bekaert assumes no liability for infringement or misappropriation claims (and the provisions of the warranty set forth In this Section 8.2 shall not have been breached) to the extent such claims are caused by modifications, alterations or additions to the Services that are performed by any person or entity other than Cherry Bekaert. 8.3. EXCEPT FOR THE EXPRESS WARRANTIES OF CHERRY BEKAERT IN THIS AGREEMENT, CHERRY BEKAERT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN RELATION TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. 9. Customer's Obligations. Customer shall: (a) cooperate in good faith with Cherry Bekaert in its performance of the Services, including providing Cherry Bekaert with reasonable access to facilities and timely access to Customer's materials, information, systems and personnel as Cherry Bekaert may reasonably request for the purposes of performing the Services; (b) respond promptly to any Cherry Bekaert request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Cherry Bekaert to perform the Services in accordance with this Agreement; (c) designate an authorized representative on each SOW to oversee the performance of the Services contemplated in this Agreement, receive communications regarding the Services, make any management decisions, perform any management functions related to the Services, evaluate the adequacy of the Services, and accept overall responsibility for the results of the Services; and (d) provide any required notices and materially comply with all applicable laws in relation to the Services, to the extent relating to Customer's business, premises, staff or equipment or any Customer Data. 10. Non -Solicitation of Employees. During the term of this Agreement and for a period of twelve (12) months after the termination or expiration of this Agreement, Customer agrees not to, directly or indirectly, solicit, recruit or hire, attempt to solicit, recruit or hire, or assist any third -party to solicit, recruit or hire (for employment or engagement as a consultant or otherwise), any employee of Cherry Bekaert who was involved in matters relating to the Services, without the prior written consent of Cherry Bekaert. Notwithstanding the foregoing, this Agreement shall not be construed to prohibit Customer from (a) placing general advertisements or a notice of a job listing or opening in any media, so long as not directed at the employees of Cherry Bekaert, (b) hiring employees or former employees of Cherry Bekaert who contact Customer of their own accord, or (c) recruiting or hiring employees or former employees of Cherry 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 34 Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forword Bekaert through agencies (so long as Customer does not direct such agencies to solicit Cherry Bekaert's employees). In the event Customer breaches this Section 10, Cherry Bekaert may elect to require Customer to pay to Cherry Bekaert as liquidated damages an amount equal to 33.33% of the total gross compensation (including base salary and any bonuses or incentive compensation) paid to the employee by Cherry Bekaert during the 12-month period immediately preceding the separation of the employee from Cherry Bekaert. The Parties acknowledge and agree: that Cherry Bekaert has invested significant time, effort and expense into the recruitment, training and retention of its employees; that the Parties cannot now determine the amount of the damages that Cherry Bekaert would sustain upon the breach by Customer of any of the provisions of this Section 10; and that it would be very difficult to determine and quantify that amount upon a breach by Customer of any of the provisions of this Section 10. 11. Indemnification. Customer agrees to defend, indemnify and hold harmless Cherry Bekaert and its members, officers, directors, employees, agents, successors and permitted assigns from any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees and court costs) and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or resulting from any claim or action arising out of or relating to: (a) the conduct of Customer's business, including, without limitation, the use by Customer of the Services unless solely caused by Cherry Bekaert's gross negligence or willful misconduct; (b) bodily injury, death of any person, or damage to real or tangible property resulting from the negligent or willful acts or omissions of Customer; (c) Customer's material breach of any representation, warranty, or obligation in this Agreement or any breach of any applicable Technology Partner terms of use, end user license agreement, user agreement, or other terms and conditions of any Technology Partner; (d) allegations that any Customer Data or the use thereof infringes or misappropriates any intellectual property or proprietary rights of a third party or violates any applicable law; or (e) known misrepresentations by a member of Customer's management. 12. Limitation of Liability. 12.1. EXCEPT FOR LIABILITY ARISING FROM ANY BREACH OF SECTION 4 OR FOR A PARTY'S OBLIGATIONS PURSUANT TO SECTION 11 HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD -PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 12.2. EXCEPT FOR LIABILITY ARISING FROM ANY BREACH OF SECTION 4 OR FOR A PARTY'S OBLIGATIONS PURSUANT TO SECTION 11 HEREIN, IN NO EVENT SHALL THE AGGREGATE CUMULATIVE LIABILITY OF CHERRY BEKAERT HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO CHERRY BEKAERT UNDER THE SOW FROM WHICH THE CLAIM ARISES. CUSTOMER ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CHERRY BEKAERT WOULD NOT ENTER INTO THIS AGREEMENT OR A PARTICULAR SOW WITHOUT THESE LIMITATIONS ON LIABILITY. 12.3, Timely Claims. Excluding claims related to taxes or the non-payment of Fees, and to the extent permitted by law, no Party shall bring any claim related to this Agreement more than eighteen (18) months after the cause of action accrues. 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 35 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward 13. Dispute Resolution Procedures. In the event that a dispute arises between the Parties relating to this Agreement, the Parties shall meet and confer to attempt to resolve In good faith such dispute. If after thirty (30) days the dispute has not been resolved, the following shall apply: 13.1. Mediation. All disputes shall be first submitted to nonbinding confidential mediation by written notice to the Parties, and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution, at the written request of a Party, shall designate a mediator. 13.2. Arbitration. If a dispute has not been resolved within 90 days after the effective date of the written notice beginning the mediation process (or such longer period, if the Parties so agree in writing), the mediation shall terminate and the dispute shall be resolved by binding arbitration to be held at a mutually agreeable location. The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non -Administered Arbitration that are in effect at the time of the commencement of the arbitration, except to the extent modified by this Dispute Resolution Provision (the "Arbitration Rules"), before a panel of three arbitrators. Each of Customer and Cherry Bekaert shall designate one arbitrator in accordance with the "screened" appointment procedure provided in the Arbitration Rules, and the two Party -designated arbitrators shall jointly select the third arbitrator in accordance with the Arbitration Rules. No arbitrator may serve on the panel unless he or she has agreed in writing to enforce this Agreement and to abide by the Arbitration Rules. The arbitrators may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. Any discovery shall be conducted in accordance with the Arbitration Rules. The result of the arbitration shall be binding on the Parties, and judgment on the arbitration award may be entered in any court having jurisdiction. Each Party shall bear its own costs and expenses in any such mediation and in any such arbitration. 14. Independence and Attest Services: Alternative Practice Structure and Associated Entities. 14.1. In the event Cherry Bekaert LLP (an associated, but not affiliated entity) performs financial statement attest services for Customer, Cherry Bekaert will be subject to the independence requirements of the American Institute of Certified Public Accountants ("AICPA') which preclude Cherry Bekaert from providing certain services to Customer. In order for Cherry Bekaert to maintain its independence with any attest client in accordance with AICPA rules, Customer's management shall be responsible for: (a) making decisions on behalf of Customer's management; (b) managing or performing a new accounting standards adoption project; (c) selecting accounting policies or accounting positions; (d) drafting accounting policies and manuals; (e) calculation of amounts and related journal entries; (f) designing and/or implementing manual or IT processes for the application of new or revised accounting literature; (g) evaluating the adequacy of all services provided; and (h) accepting overall responsibility for the results of Services. In the event Cherry Bekaert LLP performs financial statement attest services for Customer, Cherry Bekaert can provide the following services while maintaining its independence in accordance with AICPA rules provided Customer's management complies with their responsibilities as outlined above: (t) general diagnostic discussion with Customer's management; (u) provide and discuss authoritative guidance; (v) provide and discuss interpretive guidance including the Financial Accounting Standards Board, Governmental Accounting Standards Board and AICPA interpretations; (w) assist in identifying additional reports and data needed; (x) analyze potential impact on debt covenants; (y) analyze potential impact on compensation agreements; and (z) assist in assessing the tax impact. 14.2. Cherry Bekaert Advisory LLC and Cherry Bekaert LLP are operating in an arrangement commonly described as an "alternative practice structure". Cherry Bekaert LLP leases professional and administrative staff, all of whom are employed by Cherry Bekaert Advisory LLC, to support Cherry Bekaert LLP's performance of its professional services. Cherry Bekaert LLP and Cherry Bekaert Advisory 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 36 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward LLC require confidential treatment of all Customer Data. To the extent Cherry Bekaert LLP provides professional services relating to Customer, Customer consents to Cherry Bekaert LLP, Cherry Bekaert Advisory LLC, and any other affiliate or associated entity sharing Customer's Confidential Information, Customer Data, and other financial records to provide such services. is. Miscellaneous. 15.1. Entire Agreement: Amendment. This Agreement, including all applicable addenda, schedules, exhibits and SOWs attached to this Agreement or otherwise incorporated by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, communications, negotiations, representations, and agreements, both written and oral, with respect to such subject matter. Any changes to this Agreement must be agreed to in writing by both Parties. In the event of any conflict between any portion of this Agreement and an applicable SOW, such applicable SOW will govern and control (excluding with regard to Section 12 of this Agreement), but only with respect to the Services set forth therein. No term or condition contained in Customer's acceptance or purchase order documentation will apply unless specifically agreed to by Cherry Bekaert, in writing, even if Cherry Bekaert has accepted the order or engagement, and all other terms or conditions are otherwise hereby expressly rejected by Cherry Bekaert. 15.2. Relationship Between the Parties. The Parties are independent contractors. This Agreement shall not be construed as creating any agency, partnership, joint venture, franchise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 15.3. Taxes. Cherry Bekaert shall be solely responsible for all payroll taxes and fringe benefits of Cherry Bekaert's employees, Customer shall be solely responsible for all sales, use, excise, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. 15.4. Effect of Customer Delays. Cherry Bekaert is not liable for any late delivery or delay or failure of performance under this Agreement (or any late filings, penalties, interest, missed elections or other consequences) to the extent such delay or failure is caused, directly or indirectly, by (a) Customer's delay in performing, or failure to perform, any of its obligations under this Agreement, (b) any stoppage of Services by Cherry Bekaert due to non-payment of Fees or other amounts by Customer, or (c) the unavailability or absence of key Customer personnel or Customer Data. In the event of any such delay or failure, Cherry Bekaert may extend all or any subsequent due dates or milestones set forth in the applicable SOW as Cherry Bekaert deems reasonably necessary. 15.5. Force Majeure. Notwithstanding any provision of this Agreement to the contrary, neither Party shall be liable to the other Party to the extent fulfillment or performance of any obligations under this Agreement, except for any obligations to make payments to the other Party hereunder, are delayed or prevented due to any causes or events beyond such Party's commercially reasonable control, including, but not limited to: acts of God, fire, earthquake, explosion, flood or other natural catastrophe, pandemic, epidemic, quarantine, governmental legislation, acts, orders, stay-at-home orders, war, invasion, riot, civil unrest, or acts of terrorism, labor strikes, shortages, or labor difficulties (excluding those involving a Party's employees), or service disruptions involving hardware, software, cloud -related services, web - hosting, internet service or power systems, in each case for so as long as such causes or events remain beyond the commercially reasonable control of the delayed or prevented Party. 15.6. No Waiver: Cumulative Remedies. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect that Party's right to enforce such provisions, nor shall the waiver by either Party of any right or breach of any provision of 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 10 37 a• Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward this Agreement be taken or held to be a waiver of any further right or breach of the same provision. All rights and remedies of each Party shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance for the enforcement of this Agreement, and temporary and permanent injunctive relief. 15.7. Notices. All notices, consents, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand; (b) when transmitted by email if sent prior to 5:00 p.m. Eastern Time on a business day and otherwise on the next following business day; (c) five business days after it is mailed, if mailed by registered or certified mail, postage prepaid (return receipt requested); or (d) one business day after It is sent, if sent by a nationally recognized overnight delivery service (e.g. FedEx) with tracking; in each case to the Parties at the addresses on the signature page to this Agreement (or such other address for a Party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof). 15.8. Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, in all respects, without regard to conflicts of law principles. The Parties hereby consent to the jurisdiction of the courts of Henrioo County of the Commonwealth of Virginia and of the United States District Courts located in Henrico County of the Commonwealth of Virginia (to the extent such courts have subject matter jurisdiction) in connection with any action, suit, or other proceeding in connection with, arising out of, or relating to this Agreement, and agree not to assert in any such action, suit, or proceeding that it or he is not personally subject to the jurisdiction of such courts, that the action, suit, or proceeding is brought in an inconvenient forum, or that venue of the action, suit, or proceeding is improper. 15.9. WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 15.10. Assignment; Third Party Beneficiaries. Except as otherwise provided in this Agreement, neither Party may assign or delegate this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party. Each Party shall have the right to assign this Agreement without the other Party's consent to its affiliate or in connection with a merger, acquisition, restructuring, reorganization, or a sale or other disposition of all or substantially all of its assets or equity interests. Any assignment or delegation in violation of the foregoing shall be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. Except as set forth in Section 11, the Parties do not confer any rights, benefits, or remedies upon any person or entity other than the Parties to this Agreement and their respective successors and permitted assigns. 15.11. Counterparts: Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by email of a .pdf file or by an electronic method shall be enforceable to the same extent as an original signature. A facsimile or photocopy of a signature or electronic signature shall have the same legal effect as an original ink signature. 15.12. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 11 Cherry Bekaert Proposal for City of Santa Ana ` ,� Cherry Bekaert Your Guide Forward 15.13. Construction. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Both Parties had the opportunity to negotiate the provisions of this Agreement. No provisions of this Agreement are intended to or shall be construed against any Party by reason of such Party being deemed to have drafted such provisions or this Agreement. Where agreement, approval, acceptance, consent or similar action by either Party is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. 15.14. Survival. The provisions of Sections 4, 5, 6, 10, 11, 12, 13, and 15 of this Agreement and any provision of this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. [Signature Page Follows] 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com v05.24 12 39 Cherry Bekaert Proposal for City of Santa Ana `� Cherry Bekaert Your Guide Forward IN WITNESS WHEREOF, the undersigned authorized representative of each Party has executed this Master Services Agreement as of the dates set forth below to be effective as of the Effective Date. CUSTOMER: CHERRY BEKAERT: [CUSTOMER LEGAL NAME] CHERRY BEKAERT ADVISORY LLC By: By. Name: Name Title: Title: Email: Email. Date: Date: Address: Address: Attn: Attn: [Partner Name] Email: Email: With a Copy To: CBHLegal(a)cbh.com 3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com vos.24 13 M