MINUTES

LAKEPORT CITY COUNCIL AND LAKEPORT REDEVELOPMENT AGENCY REGULAR MEETING

September 20, 2011
I. WORKSHOP: Mayor/Chairperson Lyons opened the workshop at 5:00 p.m. Redevelopment Director Knoll gave an overview of the Phase 2 of the Downtown Improvement Project. The following members of the public spoke: George Spurr, Carol Hayes, and Nancy Ruzicka. A motion was made by Council/Agency Member Engstrom, seconded by Council/Agency Member Mattina, and carried, with Council/Agency Members Parmentier and Rumfelt absent and Mayor Lyons voting no, that the project include concentrating on Main Street, doing the widened sidewalks, putting in trees with grates, moving the street lights out, doing the patterned intersections and crosswalks, and doing the street reconstruction. Mayor/Chairperson Lyons called the regular meeting of the City Council of the City of Lakeport and Lakeport Redevelopment Agency to order at 6:04 p.m. with Council/Agency Members Stacey Mattina, and Tom Engstrom present. Council/Agency Members Roy Parmentier and Robert Rumfelt were absent. The Pledge of Allegiance was led by George Spurr. A motion was made by Council/Agency Member Engstrom, seconded by Council/Agency Member Mattina, and carried by voice vote, with Council Members Parmentier and Rumfelt absent, to accept the agenda as presented.

II.

CALL TO ORDER: ROLL CALL:

III. IV.

PLEDGE OF ALLEGIANCE: ACCEPTANCE OF AGENDA:

V.

CONSENT AGENDA: A. Ordinances B. Warrants C. Minutes D. Building Permit Report E. Application 2011-18 Waive reading except by title, of any ordinances under consideration at this meeting for either introduction or passage per Government Code 36934. Approve warrants as listed on Warrant Register dated September 20, 2011. Approve minutes of the regular City Council meeting of August 16, 2011, and the special meeting of August 30, 2011. Receive and file Building Permit Report for August, 2011. Approve Application No. 2011-18 from Lakeport Elementary School for the annual Halloween Parade to be held October 28, 2011, from 12:30 1:15 p.m. A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried by voice vote, with Council/Agency Members Parmentier and Rumfelt absent, to approve the Consent Agenda as posted.

Vote on Consent Agenda

VI.

PUBLIC PRESENTATIONS/ REQUESTS: A. Citizen Input B. Thank you Presentations Wilda Shock addressed the Council. She would like to give an update on the Lake Center of Mendocino College at our next meeting. Police Chief Rasmussen thanked the Nice Amateur Radio Club and the Lake County Amateur Radio Club for their assistance with the Lake County Fair this year and provided certificates to each club. Joyce Overton, the Mayor of the City of Clearlake and PEG Board Member, gave a presentation regarding the Lake County Television 8 PEG channel. Joel Moore, the head of market for TV 8 also addressed the Council. There was Council consensus to direct staff to bring back a resolution to support a 1 percent pass-through to be paid by cable TV users to support the channel.

C. Lake County TV-8

Minutes of the Lakeport City Council and Redevelopment Agency Meeting of 09/20/2011

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D. KPFZ Radio

George Spurr and Steve Elias addressed the Council regarding KPFZ radios request to hook up equipment to broadcast some of our City Council meetings. This item will be brought back for discussion at a future meeting.

VII.

PUBLIC HEARING: A. Voluntary Alternative Redevelopment Project Ordinance A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to continue the public hearing regarding proposed Ordinance determining that the Agency will comply with the Voluntary Alternative Redevelopment Project pursuant to Part 1.9 of Division 24 of the Health and Safety Code, as provided in AB1X27 to the first meeting in December 6, 2011, at 6:00 p.m.

VIII. LAKEPORT REDEVELOPMENT AGENCY BUSINESS: A. Resolutions Authorizing the Execution of a Conditional Community Remittance Funding Agreement IX. COUNCIL BUSINESS: A. City Engineer: 1. Ordinance Establishing Speed Limits Per Speed Zone Survey A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to introduce an ordinance establishing speed limits and set a public hearing to consider adoption thereof for the October 18, 2011, City Council Meeting. A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to adopt the proposed Resolution designating Two-Hour Parking Zones in the City of Lakeport. A motion was made by Council/Agency Member Engstrom, seconded by Council/Agency Member Mattina, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to adopt resolutions authorizing the execution of a Conditional Community Remittance Funding Agreement.

2. Parking Around City Hall

B. Community Development Director: 1. Contract with CDS A motion was made by Council/Agency Member Engstrom, seconded by Council/Agency Member Mattina, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to approve Community Development Services for the City Business Loan Program delivery and general administration of the City Business Loan Program under HCD Grant 09-EDEF-6531 and authorize the City Manager to execute the Consultant Agreement. A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to approve a Resolution which will allow the Citys continued participation in the Lake County Abandoned Vehicle Abatement Service Authority.

2. Abandoned Vehicle Abatement Services Authority

C. City Clerk: 1. Delegate Voting League of California Cities Conference A motion was made by Council/Agency Member Mattina, seconded by Council/Agency Member Engstrom, and carried, with Council/Agency Members Parmentier and Rumfelt absent, to approve direction to the voting delegate to support all of the resolutions, with the exception of Resolution No. 5. A motion was made by Council/Agency Member Mattina, seconded by Mayor/Chair Lyons, and carried, with Council/Agency Members Parmentier and Rumfelt absent and Council/Agency Member Engstrom voting no, to approve direction to the voting delegate to support Resolution No. 5.

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X.

CITY COUNCIL COMMUNICATIONS: A. Miscellaneous Reports: The City of Lakeport, in conjunction with Mendo-Mill will be coordinating a Disaster Fair to be held October 15. City Attorney Brookes reported that the towing of the motorhome on the Witt property is a continuing saga on which he has been working. City Manager Silveira reported that October 7 will be Employee Appreciation Day. There will be a lunch at the Yacht Club. Council indicated that they would be willing to serve the lunch. Council Member Mattina reported that the Police Department put on an Emergency Plan seminar. The APC has dedicated the funds for the project on South Main Street. Council Member Mattina suggested that we try to decorate some our empty store fronts for the holidays. Council Member Engstrom will be gone for three weeks and will miss both October meetings. Mayor Lyons reported that the Invasive Species Council did not meet Monday. CLAS will meet Friday at 9:00 p.m.

XI. XII. XIII. ATTEST

CLOSED SESSION: REPORT FROM CLOSED SESSION: ADJOURNMENT:

The meeting was adjourned to a closed session at 7:17 p.m. pursuant to Government Code 54956.9(b), anticipated litigation (one case). The meeting reconvened to open session at 7:40 p.m. The Mayor reported that staff was given direction. Mayor Lyons adjourned the meeting at 7:41 p.m. APPROVED

____________________________________ JANEL M. CHAPMAN, City Clerk

___________________________________________ SUZANNE LYONS, Mayor

MINUTES
LAKEPORT CITY COUNCIL AND LAKEPORT REDEVELOPMENT AGENCY REGULAR MEETING
Tuesday, October 18, 2011

I.

CALL TO ORDER & ROLL CALL:

Mayor/Chairperson Lyons called the regular meeting of the City Council of the City of Lakeport and Lakeport Redevelopment Agency to order at 6:03 p.m. with Council/Agency Members Stacey Mattina, Robert Rumfelt, and Roy Parmentier present. Council/Agency Member Tom Engstrom was absent. The Pledge of Allegiance was led by Carol Hays. A motion was made by Council/Agency Member Parmentier seconded by Council/Agency Member Rumfelt and carried by voice vote, with Council/Agency Member Engstrom absent, to accept the agenda as presented.

II. III.

PLEDGE OF ALLEGIANCE: ACCEPTANCE OF AGENDA:

IV.

CONSENT AGENDA: A. B. C. D. E. Ordinances: Warrants: Minutes: Building Permit Report Application No. 2011-20 Waive reading except by title, of any ordinances under consideration at this meeting for either introduction or passage per Government Code Section 36934. Approve warrants as listed on Warrant Register dated October 18, 2011. Approve minutes of the regular City Council meeting of October 4, 2011, and the special City Council meetings of September 28, 2011, and October 12, 2011. Receive and file Building Permit Report for September, 2011. Approve Application No. 2011-20 for the Lakeport Christian Center to hold a Fall Fest free community event featuring activities to be held Saturday, October 22, from 11:30 a.m. to 5:00 p.m. Applicant requests closure of South Forbes Street between C and D Streets. Approve disbursements to the affected local taxing agencies and the Redevelopment Low-Moderate Housing Fund 219. Approve proclamation supporting National Health Education Week. A motion was made by Council/Agency Member Rumfelt seconded by Council/Agency Member Parmentier, and carried by voice vote with Council/Agency Member Engstrom absent, to approve the Consent Agenda as posted. The Proclamation was read by Mayor/Chair Lyons.

F. G.

Redevelopment Pass-Through Payments to Local Taxing Agencies Proclamation

Vote on Consent Agenda

V.

PUBLIC PRESENTATIONS/REQUESTS: A. Citizen Input: Carol Hays, Executive Director of Lakeport Main Street Association gave an update on the association including upcoming projects. The association conducted an online survey regarding perceptions of downtown merchants which she provided to the City Council/Agency.

VI.

PUBLIC HEARING: A. Continue Public Hearing Regarding Speed Limits A motion was made by Council/Agency Member Rumfelt, seconded by Council/Agency Member Mattina and carried by voice vote, with Council/Agency Member Engstrom absent, to continue the public hearing of the proposed speed zone ordinance to November 1, 2011, at 6:00 p.m. A motion was made by Council/Agency Member Rumfelt seconded by Council/Agency Member Mattina and carried by voice vote, with Council/Agency Member Engstrom absent, to continue public hearing regarding an Initial Study/Mitigated Negative Declaration of the Proposed 197 Acre South Main Street/Soda Bay Road Annexation to November 1, 2011, at 6:00 p.m.

B.

Continue Public Hearing Regarding

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VII.

COUNCIL BUSINESS: A. City Clerk: 1. Poster Contest A motion was made by Council/Agency Member Mattina seconded by Council/Agency Member Parmentier and carried by voice vote, with Council/Agency Member Engstrom absent, to approve poster language as presented and invite contestants to presentation at the November 1, 2011, City Council meeting.

B.

Public Works Director: 1. Lakeport Boulevard Overlay Project A motion was made by Council/Agency Member Parmentier, seconded by Council/Agency Member Rumfelt, and carried by voice vote, with Council/Agency Member Engstrom absent, to authorize the City Manager to sign contract with the low bidder for the Lakeport Boulevard Overlay Project.

VIII.

CITY COUNCIL COMMUNICATIONS: A. Miscellaneous Reports, if any: Chief Rasmussen reported that a $4,100 grant was received for equipment and he thanked Greg Scott for over 160 hours of volunteering for the disaster fair. Richard Knoll updated the Council on the change in ownership and upcoming renovations at the Anchorage Inn. Dan Buffalo reported on activities of the Investment Advisory Committee. Councilmember Mattina reported that both the Oktoberfest and the disaster fair were excellent events. Mayor Lyons commented on the disaster fair, reported on a potential event that would like to come to Lakeport and announced several upcoming meetings. She further asked about communication efforts with residents. Councilmember Rumfelt spoke about upcoming meetings, commented on complaints about a fireworks display and suggested the city look into a reverse 911 system. Councilmember Parmentier reported on upcoming meetings. Scott Harter commented that the PG&E shut downs were not relayed to the City in advance and staff has made calls to PG&E regarding the situation. The contractor on certain road closures and detours fell short on communicating with affected residents. Staff has made adjustments to the process.

IX.

ADJOURNMENT: ATTEST

Mayor Lyons adjourned the meeting at 6:46 p.m. APPROVED

____________________________________ KELLY BUENDIA, Deputy City Clerk

___________________________________________ SUZANNE LYONS, Mayor

CITY OF LAKEPORT
City Council Lakeport Redevelopment Agency City of Lakeport Municipal Sewer District

STAFF REPORT
RE: Auditor Selection and Professional Services Agreement SUBMITTED BY: Daniel Buffalo, Finance Director PURPOSE OF REPORT: Information only Discussion Action Item MEETING DATE: 11/01/2011

WHAT IS BEING ASKED OF THE CITY COUNCIL/AGENCY/BOARD: The Council is being asked to authorize the City Manager to sign the attached Professional Services Agreement with JJACPA for independent auditing services. BACKGROUND: In June, 2011, staff issued a request for proposal (RFP) for professional auditing services. The City received a positive response to the RFP. Nine CPA firms with governmental auditing experience responded with formal proposals, of which one was a local vendor out of Kelseyville, Pehling and Pehling, CPA. An Auditor Selection Committee comprised of the City Manager, Finance Director, Utilities Director, Redevelopment Director, and an outside accounting consultant reviewed the nine proposals, selected four to interview, and ultimately chose JJACPA out of Pleasanton. The associated Professional Services Agreement has been reviewed by the City Manager and the City Attorney and finalized. It is ready for signature. The City has utilized a single audit firm for the last three years. Best management practices and industry standards typically involve performing an RFP every three to five years to ensure the City receives the best possible auditing services at the best possible price. DISCUSSION: In selecting an auditor, the committee placed significant emphasis on experience, particularly in city and RDA auditing, when the final selection was made. Recent changes in the Finance Department prompted it to seek out a firm that could thoroughly review the City's accounting records, provide an independent, unbiased assessment of the its condition and the presentation of the financial statements prepared by staff, and assist department staff in bringing the books into proper order, if necessary. During the interview process, the selection committee met with the principal audit team, which included the President/CEO, Joseph Arch, CPA. Their presentation was impressive, demonstrating a thorough understanding of governmental accounting and auditing, as well as a unique familiarity of the accounting software used by the City, FundBalance. JJACPA specializes in governmental auditing, accounting, and financial reporting. Current and former clients include the cities of Rocklin, Citrus Heights, San Bruno, South San Francisco, Pacifica, and Arcata, as well as numerous special districts similar to CLMSD. The auditor shall perform annual financial audits of the City, the Redevelopment Agency, and CLMSD, beginning the fiscal year ending June 30, 2011, including a single audit of federal monies received. The contract term is for three years with a City option for two additional years. Services shall also include a
Meeting Date: 11/01/2011 Page 1 Agenda Item #V.D.

presentation of the audited Annual Financial Report, as prepared by staff, to the City Council as well as availability by phone to answer questions or assist staff with financial matters when needed or requested. The independence of the auditor means that the firm does not work for the City but, rather, is contracted to provide an expert, objective opinion on its financial condition, as presented in the financial statements, and to provide advice to staff regarding generally accepted accounting principles (GAAP), promulgated by the Governmental Accounting Standards Board (GASB). The auditor also is charged with identifying any fraud or malfeasance and reporting that to the next highest level of authority up to, and including, the City Council. Furthermore, the auditor will be available to the City Council to answer any questions. The cost proposal by JJACPA was relatively low compared to the other firms. Fees for first year audit will not exceed $23,825. This includes time, materials, and travel costs for two weeks of on-site field work. As a point of reference, the City, RDA, and CLMSD spent $30,000 combined for the 2010 audit, which did not include a single audit report. This was the amount budgeted for audit services in the current fiscal year. The total amount of the three-year contract shall not exceed $69,722.00. In the event the City exercises its option for two additional years, the total cost of the agreement shall not exceed an additional $48,034.00, a grand five-year total of $117,806. The City Manager shall be responsible for exercising the additional twoyear option. Audit work is tentatively scheduled to begin in early December. The final report shall be furnished to the City by December 15, with presentation of the audit to the Council in early 2012. OPTIONS: 1. Approve and authorize the City Manager to sign the attached Professional Services Agreement with JJACPA, Inc. for independent auditing services. 2. Do not approve but provide direction to staff. FISCAL IMPACT: None $$117,806 Account Number: 110-1041-930.000, 212-1041-930.000, 2191041-930.000, 501-1041-930.000, 601-1041-930.000 SUGGESTED MOTIONS: Approve and authorize the City Manager to execute the Professional Services Agreement with JJACPA for independent auditing services, and authorize the City Manager to exercise the option of two additional years, at her discretion, if determined to be appropriate and beneficial to the City.

Attachments:

Professional Services Agreement with JJACPA with "Auditor's Proposal Included as "Exhibit A" RFP for Professional Auditing Services, June 2011

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Agenda Item #V.D.

AGREEMENT FOR SERVICES with JJACPA, INC. regarding INDEPENDENT PROFESSIONAL AUDITING SERVICES

THIS AGREEMENT ("Agreement") made and entered into this [INSERT DATE], is between the City of Lakeport, a general law city in the State of California (hereinafter referred to as "City") and JJACPA, Inc., and professional services corporation, duly qualified to conduct business in California, whose principal place of business is 349 Main Street, Suite 204, Pleasanton, CA, 94566-6663 (hereinafter referred to as "Auditor"). WITNESSETH WHEREAS, City has determined that is necessary to obtain Auditor to provide independent, professional auditing services; and WHEREAS, Auditor has represented to City that it is specially trained, experienced, expert, and competent to perform the special services required hereunder, and City has determined to rely upon such representations; and WHEREAS, it is the intent of the parties hereto that such services be in conformity with all applicable federal, state, and local laws; and WHEREAS, City has determined that the provisions of such services provided by Auditor are in the public's best interest and are more economically and feasibly performed by outside independent Auditors. NOW, THEREFORE, City and Auditor mutually agree as follows:

AGREEMENT INCORPORATION OF RECITALS. The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as if set forth herein in full.

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1.

SCOPE OF SERVICES.

(a) Services to be Furnished. Auditor shall perform the services set forth in Exhibit A, Proposal to Provide Annual Financial Audit, Sections 8-10, attached hereto and incorporated herein by reference. (b) Schedule for Performance. Auditor shall perform the services identified in Exhibit A, Section 11, and on an annual basis in each year this contract is in effect, as defined in Section 5 herein. Auditor shall complete services defined therein and provide City with final printed reports annually no later than December 15 of the year in which services are performed. (c) Standard of Quality. All work performed by Auditor under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Auditor's field of expertise. (d) Compliance with Laws. Auditor shall comply with all applicable federal, state, and local laws, codes, ordinances, regulations, orders, and decrees. Auditor represents and warrants to City that Auditor shall, at its own cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals that are legally required for Auditor to practice its profession or are necessary and incident to the due and lawful prosecution of the services it performs under this Agreement. Auditor shall maintain a City business license unless granted exception by the City. Auditor shall at all times during the term of this Agreement, and for one year thereafter, provide written proof of such licenses, permits, insurance, and approvals upon request by City. City is not responsible or liable for Auditor's failure to comply with any or all of the requirements contained in this paragraph. 2. COMPENSATION.

(a) Schedule of Payment. The compensation to be paid by City to Auditor for the services rendered hereunder shall be on a time and materials basis based upon the rate schedule in Appendix B of Exhibit A. (b) Total Compensation. The total compensation under this Agreement shall not exceed $69,772.00 for the first three (3) years. If the City elects to exercise its right to extend the Agreement, pursuant to Section 5 herein, total compensation under this Agreement shall not exceed an additional $48,034.00 for a grand total amount of $117,806.00. (c) Additional Services. City shall make no payment to Auditor for any extra, further, or additional services unless such services and payment have been mutually agreed to and this Agreement has been formally amended in accordance with Section 7. Auditor shall not commence any work exceeding the Scope of Services in Section 2 without prior written authorization from City. (d) Invoicing and Payment. Auditor shall submit periodic invoices following the submission and acceptance of the basic reports identified in Appendix B of Exhibit A for the year in which services were provided. City shall approve or disapprove the invoice within fifteen (15) calendar days following receipt thereof and shall pay all approved invoices and billings within thirty (30) calendar days. City reserves the right to withhold payment of disputed specific
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items and shall give notice to the Auditor, pursuant to Section 12, of all such disputed specific items within fifteen (15) business days following receipt of an invoice. The parties shall exercise good faith and diligence in the resolution of any disputed invoice amounts. 3. FISCAL CONSIDERATIONS. The parties understand and acknowledge that the City is subject to the provisions of Article XVI, section 18 of the California Constitution and other similar fiscal and procurement laws and regulations and may not expend funds for products, equipment, or services not budgeted in a given fiscal year. It is further understood that in the normal course of City business, City will adopt a proposed budget prior to a given fiscal year, but that the final adoption of a budget does not occur until after the beginning of the fiscal year. Notwithstanding any other provision of this Agreement to the contrary, City shall give notice of cancellation of this Agreement in the event of adoption of a proposed budget that does not provide for funds for the services, products, or equipment subject herein. Such notice shall become effective upon the adoption of a final budget that does not provide funding for this Agreement. Upon the effective date of such notice, this Agreement shall be automatically terminated and City released from any further liability hereunder. In addition to the above, should the City Council during the course of a given year for financial reasons reduce, or order a reduction, in the budget for any City department for which services were contracted to be performed, pursuant to this paragraph in the sole discretion of the City, this Agreement may be deemed to be canceled in its entirety subject to payment for services performed prior to cancellation. 4. PRODUCT REVIEW AND COMMENT. Auditor shall provide City with five (5) copies of each product described in Exhibits A and C. Upon the completion of each product, Auditor shall be available to meet with City. If additional review and/or revision is required by City, City shall conduct reviews in a timely manner. 5. TERM OF AGREEMENT. This Agreement shall be effective upon final signature and shall remain in effect until December 31, 2013. At the discretion of City, the Agreement may be extended up to an additional two (2) years, effective to December 31, 2015. City shall notify Auditor in writing if such extension is exercised no later than June 30, 2013. 6. TERMINATION.

(a) DEFAULT. Upon the occurrence of any default of the provisions of this Agreement, a party shall give written notice of said default to the party in default. If the party in default does not cure the default within ten (10) days of the date of notice (time to cure), then such party shall be in default. The time to cure may be extended in the discretion of the party that gave notice. Any extension of time to cure must be in writing, prepared by the party in default for signature by the party giving notice and must specify in writing the reason(s) for the extension and the date in which the extension of time to cure expires. Notice given under this section shall specify the alleged default and the applicable Agreement provision and shall demand that the party in default perform the provisions of this Agreement within the applicable period of time. No such notice shall be deemed a termination of this

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Agreement unless the party giving notice so elects in this notice, or the party giving notice so elects in a subsequent written notice after the time to cure has expired. (b) BANKRUPTCY. This Agreement, at the option of the City, shall be terminable in the case of Auditor's bankruptcy, whether voluntary or involuntary, or insolvency. (c) CEASING PERFORMANCE. City may terminate this Agreement in the event Auditor ceases to operate as a business or otherwise becomes unable to substantially perform any term or condition of this Agreement. (d) TERMINATION WITHOUT CAUSE. City shall have the right to terminate this Agreement for any reason, at any time, by serving upon Auditor thirty (30) calendar days advance written notice of termination. The notice shall be deemed served and effective for all purposes on the date it is deposited in the U.S. mail, certified, return receipt requested, addressed to Auditor at the address indicated in Section 12. (e) Agreement; (ii) Auditor shall deliver to City copies of all writings, whether or not completed, which were prepared by Auditor, its employees, or its subcontractors, if any, pursuant to this Agreement and for which Auditor has been paid in accordance with Section 7(b)(iii). The term writings shall include, but not be limited to, handwriting, typewriting, computer files and records, drawings, blueprints, printing, photostatting, photographs, and every other means of recording upon any tangible thing, any form of communication or representation, including letters, words, pictures, sounds, symbols, or combinations thereof. City reserves the right to take over and complete the work by contract or other means; (iii) City shall pay Auditor for work actually performed up to the effective date of the notice of termination, subject to the limitations prescribed by Section 3 of this Agreement, less any compensation to City for damages suffered as a result of Auditor's failure to comply with the terms of this Agreement. Such payment shall be in accordance with Section 2. However, if this Agreement is terminated because the work of Auditor does not meet the terms or standards specified in this Agreement, then City shall be obligated to compensate Auditor only for that portion of Auditor's services that are of benefit to City. 7. AMENDMENTS. This Agreement may be amended by mutual consent of the parties. Said amendments shall become effective only when in writing and fully executed by duly authorized officers of the parties. 8. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Auditor shall not, either during or after the term of this Agreement, disclose to any third party any confidential information relative to the work of City without the prior written consent of City. If City issues a notice of termination: (i) Auditor shall immediately cease rendering services pursuant to this

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9. INSPECTION. City representatives shall, with reasonable notice, have access to the work and work records of Auditor, including time records, for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement. 10. INDEPENDENT CONTRACTOR. In the performance of the services in this Agreement, Auditor is an independent contractor and is not an agent or employee of City. Auditor, its officers, employees, agents, and subcontractors, if any, shall have no power to bind or commit City to any decision or course of action, and shall not represent to any person or business that they have such power. Auditor has and shall retain the right to exercise full control of the supervision of the services and over the employment, direction, compensation, and discharge of all persons assisting Auditor in the performance of said service hereunder. Auditor shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security and income tax withholding, workers' compensation insurance, and all other regulations governing such matters. 11. NOTICE. Any notices or other communications to be given to either party under this Agreement shall be in writing, shall be delivered to the addresses set forth below, and shall be effective, as follows: (a) by personal delivery, effective upon receipt by the addressee;

(b) by facsimile, effective upon receipt by the addressee, so long as a copy is provided by certified U.S. mail, return receipt requested, postmarked the same day as the facsimile; (c) the mail. (d) CITY: by certified U.S. mail, return receipt requested, effective 72 hours after deposit in Notices to City shall be in duplicate. CITY OF LAKEPORT 225 Park Street Lakeport, CA 95453 Attn: Daniel Buffalo, Finance Director Phone: (707) 263-5615 Fax: (707) 263-8584 JJACPA Attn: Joseph Arch, President/CEO 349 Main Street, Ste 204 Pleasanton, CA 94566-6663 Phone: (925) 462-6400 Fax: (510) 217-5930

AUDITOR:

Either party may change its address for notices by complying with the notice procedures in this Section.

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12. OWNERSHIP OF MATERIALS. Auditor is the owner of all records and information created, produced, or generated as part of the services performed under this Agreement. At any time during the term of this Agreement, at the request of City, Auditor may deliver to City all writings, records, and information created or maintained pursuant to this Agreement and for which Auditor has been paid in accordance with this Agreement and under the Freedom of Information Act. 13. ASSIGNMENT; SUBCONTRACTING; EMPLOYEES.

(a) Assignment. Auditor shall not assign, delegate, or transfer its duties, responsibilities, or interests in this Agreement without the prior express written consent of City. Any assignment without such approval shall be void and, at City's option, shall terminate this Agreement and any license or privilege granted herein. (b) Subcontracting. Auditor shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior express written consent of City. If City consents to Auditor's hiring of subcontractors, all subcontractors are deemed to be employees of Auditor, and Auditor agrees to be responsible for their performance. Auditor shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and shall keep the work under its control. 14. BINDING AGREEMENT. This Agreement shall bind the successors of City and Auditor in the same manner as if they were expressly named herein. 15. WAIVER.

(a) Effect of Waiver. Waiver by either party of any default, breach, or condition precedent shall not be construed as a waiver of any other default, breach, or condition precedent or any other right under this Agreement. (b) No Implied Waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at a later time. 16. NONDISCRIMINATION.

(a) Auditor shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer because of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, medical condition, or physical or mental disability. (b) laws. (c) Auditor agrees to post in conspicuous places, available to all employees and applicants for employment, notices that Auditor shall provide an atmosphere for employees, clients, and volunteers that is free from harassment or discrimination on the bases set forth in subsection 17(a).
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Auditor shall comply with all federal and state anti-discrimination and civil rights

17.

INDEMNITY.

(a) To the fullest extent permitted by law, Auditor shall defend (with legal counsel reasonably acceptable to the City Attorney), indemnify, and hold harmless City and its officers, agents, departments, officials, representatives, and employees (collectively "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Auditor or its subcontractors), expense, and liability of every kind, nature and description (including, without limitation, fines, penalties, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert Auditors or expert witnesses incurred in connection therewith, and costs of investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Auditor, any subcontractor, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of such Indemnitee. (b) To the extent there is an obligation to indemnify under this Section 18, Auditor shall be responsible for incidental and consequential damages resulting from Auditor's negligence, recklessness, or willful misconduct. (c) Auditor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor or any other person or entity involved by, for, with, or on behalf of Auditor in the performance of this Agreement. If Auditor fails to obtain such indemnity obligations from others as required, Auditor shall be fully responsible for all obligations under this Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns, or heirs of Auditor and shall survive the termination of this Agreement or Section. 18. INSURANCE.

(a) Required Coverage. Auditor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement the following described insurance coverage. This coverage shall insure not only Auditor, but also, with the exception of workers' compensation and employer's liability insurance, shall name as additional insureds City, its officers, agents, employees, and volunteers, and each of them, but only insofar as the operations under this Agreement are concerned: Policy Minimum Limits of Coverage (i) Workers' Compensation Statutory and $1,000,000 per accident for and Employer's Liability bodily injury or disease, respectively.

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(ii) Comprehensive Bodily Injury/Property Damage $1,000,000 Automobile Insurance Services each accident. Office, form #CA 0001 (Ed 1/87 covering auto liability code 1 (any auto) (iii) General Liability Insurance Services Office Commercial General Liability coverage on an occurrence basis (occurrence form CG 0001) $2,000,000 per occurrence. If Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Project or location, the general aggregate limit shall be twice the required occurrence limit.

(iv) Errors and Omissions/ $1,000,000 per occurrence. Professional's Liability, errors and omissions liability insurance appropriate to the Auditor's profession.

If Auditor maintains higher limits then the minimum shown above, City shall be entitled to coverage for the higher limits maintained by Auditor. (b) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respect City, or Auditor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. (c) Required Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (i) For any claims related to this Project, Auditor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be in excess of Auditor's insurance and shall not contribute with it; (ii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City, its officers, officials, employees, or volunteers; (iii) Auditor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; (iv) Each insurance policy required by this Section shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in

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limits except after giving City 30 days' prior written notice by certified mail, return receipt requested. (d) Acceptability of Insurers. Auditor shall place insurance with insurers that have a current A.M. Best's rating of no less than A:VII unless Auditor requests and obtains City's express written consent to the contrary. (e) Verification of Coverage. Auditor must provide complete, certified copies of all required insurance policies, including original endorsements affecting the coverage required by these specifications to the City Attorney. The certificate of insurance must provide that the insurer will not cancel the insured's coverage without thirty (30) days prior written notice to City. The endorsements are to be signed by a person authorized by Auditors insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before work commences. However, failure to do so shall not operate as a waiver of those insurance requirements. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. (f) Continual Coverage. Auditor agrees that the insurance required above shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time(s) during the term of this Agreement, Auditor agrees to provide at least thirty (30) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the Agreement, or for a period of not less than one (1) year. New certificates of insurance are subject to the approval of the City Attorney, and Auditor agrees that no work or services shall be performed prior to the giving of such approval. In the event Auditor fails to keep in effect at all times insurance coverage as provided herein, City may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. (g) Additional Provisions.

(i) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. (ii) Auditor's obligations shall not be limited by the foregoing insurance requirements and shall survive expiration of this Agreement. (iii) The insurance companies shall have no recourse against the City, its officers or employees or any of them for payment of any premiums or assessments under any policy issued by any insurance company. (iv) In the event Auditor cannot provide an occurrence policy, Auditor shall provide insurance covering claims made as a result of performance of this Agreement for not less than three (3) years following completion of performance of this Agreement. (v) The certificate of insurance shall meet such additional standards as may be determined by the contracting City department either independently or in consultation with the City Attorney, as essential for protection of the City.
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19.

WORKERS' COMPENSATION.

(a) Covenant to Provide. Auditor warrants that it is aware of the provisions of the California Labor Code that require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code. Auditor further agrees that it will comply with such provisions before commencing the performance of the work under this Agreement. (b) Waiver of Subrogation. Auditor and Auditor's insurance company agree to waive all rights of subrogation against City, its elected or appointed officials, agents, and employees for losses paid under Auditors workers' compensation insurance policy that arise from the work performed by Auditor for City. 20. FINANCIAL RECORDS. Auditor shall retain all financial records, including but not limited to documents, reports, books, and accounting records which pertain to any work or transaction performed pursuant to this Agreement for three (3) years after the expiration of this Agreement. City or any of its duly authorized representatives shall, with reasonable notice, have access to and the right to examine, audit, and copy such records. 21. TAXPAYER IDENTIFICATION/ FORM W-9. Auditor shall provide to City a fully executed Department of the Treasury Internal Revenue Service Form W-9, "Request for Taxpayer Identification Number and Certification." 22. CALIFORNIA RESIDENCY (FORM 590). Auditor shall file a State of California Form 590, certifying its California residency or, in the case of a corporation, certifying that it has a permanent place of business in California. Auditor shall be required to submit a Form 590 prior to execution of this Agreement, or City shall withhold seven (7) percent of each payment made to Auditor during the term of this Agreement. This requirement applies to any agreement exceeding One Thousand Five Hundred Dollars ($1,500.00). 23. CONFLICT OF INTEREST. Both parties have read and are aware of the provisions of Government Code Section 1090 et seq. and Section 87100 et seq. relating to conflicts of interest of public officers and employees. Auditor attests that it has no current business or financial relationship with any City employee(s) that would constitute a conflict of interest with provision of services under this Agreement and will not enter into any such business or financial relationship with any such employee(s) during the term of this Agreement. Auditor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City's interest. During the term of this Agreement, Auditor shall not accept any employment or engage in any consulting work that creates a conflict of interest with City or in any way compromises the services to be performed under this Agreement. Auditor shall immediately notify City of any and all violations of this Section upon becoming aware of such violation. City represents that it is unaware of any financial or economic interest of any public officer or employee of Auditor relating to this Agreement. If such a financial interest does exist at the inception of this Agreement, either party may immediate terminate this Agreement by giving written notice to the other.

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24. TIME OF THE ESSENCE. AUDITOR understands and agrees that time is of the essence in the completion of the work and services described in Section 2. Auditor shall ensure that all reports, statements, and work to be completed annually, pursuant to Appendix B of Exhibit A, shall be ready, prepared, and submitted to City no later than December 15 of the year in which services were performed. 25. SEVERABILITY. If any court of competent jurisdiction or subsequent preemptive legislation holds or renders any of the provisions of this Agreement unenforceable or invalid, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected. 26. GOVERNING LAW AND CHOICE OF FORUM. This Agreement shall be administered and interpreted under California law as if written by both parties. Any litigation arising from this Agreement shall be brought in the Superior Court of Lake County. Any dispute resolution action arising out of this Agreement, including mediation or arbitration, shall be brought in the City of Lakeport and shall be resolved in accordance with the laws of the State of California. 27. MEDIATION/ARBITRATION If a dispute arises out of or relates to this agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the Lake County Superior Court Mediation Program before resorting to arbitration or some other mutually agreed dispute resolution procedure. If they do not reach such solution within a period of 60 days from appointment of a mediator, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by binding arbitration administered by an arbitrator jointly selected by the parties or if no such agreement is reached then according to the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Binding mediation shall be the sole remedy of last resort and is deemed by the parties to be a material part of this agreement. 28. VENUE For all proceedings initiated to resolve disputes between the parties it is agreed that venue for all purposes shall lie in exclusively in Lake county California. 29. COSTS AND ATTORNEYS' FEES. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 30. AUTHORITY. The parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, estates or firms represented or purported to be represented by such entity(s), person(s), estate(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Further, by entering into this Agreement, neither party hereto shall have breached the terms or conditions of any other contract or agreement to which such party is obligated, which such breach would have a material effect hereon.

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31. FORCE MAJEURE. Except as otherwise provided in this Agreement, if the performance of any act required by this Agreement by either City or Auditor is prevented or delayed by reason of any act of God, strike, act of terrorism, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations or any other cause not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. 32. ADMINISTRATOR. The City officer or employee with responsibility for administering this Agreement is Daniel Buffalo, Finance Director, or his successor. 33. INTEGRATION. This Agreement and the documents referred to herein or exhibits hereto represent the entire understanding of City and Auditor as to those matters contained herein and supersedes all prior negotiations, representations, or agreements, both written and oral. This Agreement may not be modified or altered except in accordance with Section 8. Executed by City and Auditor on the date shown next to their respective signatures. The effective date of this Agreement shall be the date of execution by City as shown below.

AUDITOR

By: ______________________________________ Joseph Arch, President/CEO JJACPA, Inc.

Date: __________________

CITY OF LAKEPORT

By: ______________________________________ Margaret Silveira, City Manager City of Lakeport Approved as to form:

Date: __________________

By: ______________________________________ Steven Brookes, City Attorney City of Lakeport

Date: __________________

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EXHIBIT A PROPOSAL TO PROVIDE ANNUAL FINANCIAL AUDIT FOR THE FISCAL YEARS ENDING JUNE 30, 2011 THROUGH JUNE 30, 2015

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CITY OF LAKEPORT REQUEST FOR PROPOSALS FOR PROFESSIONAL AUDITING SERVICES

JUNE 2011

Contents
1. 2. 3. 4. 5. 6. Introduction ......................................................................................................................... 1 City of Lakeport ................................................................................................................... 1 Proposal Deadline and Contact Information ........................................................................ 2 Selection Schedule ............................................................................................................. 2 Scope of Services ............................................................................................................... 2 Auditor Requirements ......................................................................................................... 4 (a) (b) (c) (d) 7. 8. 9. 10. Working Paper Retention and Access ...................................................................... 4 Providing an Audit Work Schedule ........................................................................... 5 Miscellaneous Auditor Opinions ............................................................................... 5 Additional Provisions ................................................................................................ 5

City Provisions .................................................................................................................... 5 Term of Service................................................................................................................... 6 Service Agreement ............................................................................................................. 6 Required Proposal Content ............................................................................................. 6

Exhibit A - List of Initial Known Independent Audit Firms...........................................................10 Exhibit B Standard Professional Services Agreement ............................................................11 Exhibit C Cost Estimate Worksheet ........................................................................................28 Exhibit D - Non-Inclusive List of Local Lodging and Accommodations .......................................29

City of Lakeport RFP for Professional Auditing Services

June 2011

1.

Introduction

The City of Lakeport is seeking proposals from certified public accounting firms for professional auditing services. This includes auditing the basic financial statements of its general government and component units, financial compliance requirements (including single audit requirements), and internal financial controls.

2.

City of Lakeport

The City of Lakeport is a small city located just north of Napa County in Northern California. It resides on the western shore of Clear Lake, the largest natural lake located entirely within the state. Proximity to the lake makes Lakeport the premier tourist and recreation destination in Lake County during spring, summer, and early fall. Local government, professional services, and tourism/recreation are the primary industries in the region. Incorporated in 1888, Lakeport is a general law, partial service city with a population of approximately 5,100 residents; however, it serves as the county seat for the County of Lake and, as such, serves a trade area of roughly 30,000. It provides basic municipal utility, police, administrative, planning, parks, and public works services. It does not administer functions related to fire protection, library, or recreation with the exception of operating a public swimming pool during the summer. The City does administer an active redevelopment agency, the project area of which encompasses approximately 40% of the city boundary. Sewer enterprise services are administered by a special district, which is staffed by City personnel and governed by the same five-member board that comprises the City Council. Lakeport employs approximately 45 regular, full-time positions. The Finance Department for the City performs and manages regular accounting, investment activities, payroll, utility billing, accounts payable and receivable, financial management, reporting, and purchasing functions. The Department has undergone significant restructuring over the last 12 months to better align its activities with the needs and available resources of the City. This has prompted Department and City management to conduct a thorough evaluation of existing policies, procedures, and historical activities to determine their effectiveness and appropriateness compared to best management practices. The Citys accounting software is FundBalance, a Tyler Technology product. The department is staffed with four positions, the Finance Manager serving as the department head. For fiscal year, 2010-2011, the City maintained a general fund and a separate general fund reserve, 32 special revenue funds (this number has been reduced significantly in FY 20112012), 5 enterprise funds for water and sewer, 3 trust and agency funds, and 4 redevelopment agency funds. The City Council appropriated an operating budget of over $14 million for FY 225 Park Street Lakeport, CA 95453 707.263.5615 Page |1

City of Lakeport RFP for Professional Auditing Services

June 2011

2010-2011. A copy of the adopted budget can be found on the Citys website under the Finance Department page, www.cityoflakeport.com/Finance.

3.

Proposal Deadline and Contact Information

All interested parties should submit proposals no later than 5:00 PM Friday, July 1, 2011. Submitted proposals should include five (5) bound copies and be addressed to the following: City of Lakeport Attn: Daniel Buffalo, Finance Manager 225 Park Street Lakeport, CA. 95453 All inquiries related to this RFP should be directed to the Finance Manager at the address above or by means below: Phone: Fax: Email: (707) 263-5615 Ext. 16 (707) 263-8584 dbuffalo@cityoflakeport.com

4.

Selection Schedule

The following includes the tentative schedule for Auditor selection, contract execution, and desired audit commencement. RFP Submittal Deadline Proposal Review Top Three Interviews Auditor Selection Contract Execution Audit Commencement July 1, 2011 July 8, 2011 July 22, 2011 July 29, 2011 August 19, 2011 October 3, 2011

5.

Scope of Services

The Auditor shall perform and provide the following for the City of Lakeport and its blended component units, including the City of Lakeport Redevelopment Agency and the City of Lakeport Municipal Sewer District. (a) Examination of all funds and account groups. (b) Examination of the Citys basic financial statements for the primary government and the aforementioned component units, in accordance with GASB 34 and all other relevant generally accepted accounting principles. The City prefers the use of generally accepted government auditing standards (GAGAS), but will accept proposals using 225 Park Street Lakeport, CA 95453 707.263.5615 Page |2

City of Lakeport RFP for Professional Auditing Services

June 2011

generally accepted auditing standards (GAAS). The proposal must state which standard will be used. (c) Examination of the Single Audit Report. (d) Examination of the Redevelopment Agencys annual budget, Statement of Indebtedness, and all other statutorily required reports, documents, and statements, in accordance with the State Controllers Guidelines for Compliance Audits of California Redevelopment Agencies and Suggested Auditing Procedures for Accomplishing Compliance Audits of California Redevelopment Agencies. (e) Preparation of a Management Letter addressed to the City Manager and Finance Manager/CFO which will include findings, statements, observations, opinions, comments, or recommendations with regards to: (i) Results of the examinations listed in items 1-4 above (unless presented in separate reports at the Auditors discretion). Systems of internal control. Accounting systems, functions, procedures, and processes. Purchasing systems, functions, procedures, and processes. Compliance with laws, rules, and regulations, including the Citys regulatory compliance with the Single Audit requirement and the Red Flag Rule.

(ii) (iii) (iv) (v)

(f) Attendance at a minimum of two City meetings each year, for the purpose of discussing the audit and the management letter with staff and the City Council. (g) Auditor shall provide: (vi) Two (2) unbound reproducible masters of the Independent Auditor Report of items 1-4 above, management letter, and all audited financial statements in their entirety. Fifteen (15) bound copies of the entire package referenced in item E above.

(vii)

(h) Auditors shall ensure that the City is informed of each of the following: (viii) (ix) The Auditors responsibility under generally accepted auditing standards Significant accounting policies Page |3

(x) Management judgments and accounting estimates 225 Park Street Lakeport, CA 95453 707.263.5615

City of Lakeport RFP for Professional Auditing Services (xi) (xii) (xiii) (xiv) (xv)

June 2011

Other information in documents containing audited financial statements Disagreements with management Management consultation with other accountants Major issued discussed with management prior to retention Difficulties encountered in performing the audit

(i) If the Auditor finds indications of defalcation or other circumstances requiring an extension of procedures beyond the scope of the examination, which would be sufficient under ordinary circumstances, the Auditor will make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware. The report shall be made to: Margaret Silveira, City Manager Steven Brookes, City Attorney Daniel Buffalo, Finance Manager/CFO If all of the named individuals above are involved in the defalcation, the Auditor shall report to the City Council and the District Attorney.

6.

Auditor Requirements

In addition to performing the Scope of Services above, the Auditor will be required to comply with the following: (a) Working Paper Retention and Access All work papers and reports must be retained, at the Auditors expense, for the minimum of three (3) years, unless the firm is notified in writing by the City of Lakeport of the need to extend the retention period. The Auditor may be required to make working papers available, upon request, to parties specifically designated by the City as reasonable. In addition, the firm shall respond to the reasonable inquiries of successor Auditors and allow successor Auditors to review work papers. The Citys most recent audit was conducted by Marcello and Company, Certified Public Accountant, Sacramento, CA. The work papers of the previous audits are the property of the previous Auditor and may be reviewed by the successful proposer.

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City of Lakeport RFP for Professional Auditing Services

June 2011

(b) Providing an Audit Work Schedule The selected Auditor shall provide the City with a work schedule for the first year audit in the proposal and must adhere to that schedule unless mutually agreed to in advance by both the Auditor and the City. The Auditor must submit subsequent year audit schedules to the City no later than May 30 of the audit year. (c) Miscellaneous Auditor Opinions The City may prepare one or more official statements in connection with the sale of debt securities which will contain the general purpose financial statements and the Auditors opinion thereon. The Auditor shall be required, if requested by the fiscal advisor and/or underwriter, to issue a consent and citation of expertise as the Auditor and any necessary comfort letters at no additional cost. (d) Additional Provisions The Auditor may not assign or transfer this agreement, any interest therein or claim thereunder without the prior written approval of the City. News releases pertaining to this RFP or to the award of this contract shall not be made without prior approval of the City. Likewise all information concerning the Financial Reports and Management Letter must first be reviewed by the City of Lakeport. The City shall not reimburse any potential Auditor for costs associated with preparation of this proposal. The Auditor who is awarded the contract is required to procure a City of Lakeport Business License as a contract Auditor. The City reserves the right to reject any and all proposals submitted. Award of the contract will be made to the independent audit firm who, based on evaluation of all responses and criteria, is determined to be the best qualified to perform the audit.

7.

City Provisions
(a) City staff will perform year-end close of the audited fiscal year (b) City staff shall prepare the basic financial statements and single audit report for the City and its blended component units, including government-wide financial statements, fund financial statements, and accompanying notes to the financial statements. (c) City staff and responsible management personnel will be available during the audit to assist the Auditor by providing information, documentation, and explanations.

City staff will provide the following assistance to the Auditor:

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City of Lakeport RFP for Professional Auditing Services

June 2011

(d) City staff will prepare the management discussion and analysis to be incorporated into the financial statements. (e) City staff will prepare a list of all requisite schedules requested by the Auditor. The Auditors shall provide a list of all schedules to be provided by the City (including confirmations) to the Audit Manager by June 1st of each year.

8.

Term of Service

The contracted audit periods shall cover the three (3) fiscal years ending June 30, 2011, 2012 and 2013, with the option to extend the contract an additional two (2) fiscal years ending 2014 and 2015. Fees shall include bids for a five-year engagement. An itemized cost analysis shall be submitted for the amount of time anticipated for the Principal and his/her staff. The City requires that total cost be stated on a not to exceed basis. However, a quote of hourly fees is also requested in the event that the Auditors must perform other tasks not specifically associated with the audit. Prior written approval must be granted by the City Manager and the Finance Manager/Director for performance of any services to be billed as additional cost above the contracted amount. Fees for services may be billed as the work progresses but not more often than once a month. An hourly distribution of work is required for payment, as well as separate billings for City of Lakeport, the City of Lakeport Redevelopment Agency, and CLMSD. Ten percent (10%) of the total fee will be withheld until all audit work is completed and accepted by the City Council.

9.

Service Agreement

The selected Auditor will be required to enter into a City of Lakeport Professional Service Agreement, attached hereto as Exhibit B. The final terms of the Agreement shall be negotiated by the City and the selected Auditor. If final terms cannot be agreed upon, the City maintains the right to cancel further negotiations with that Auditor, reject the proposal, and begin negotiations with the next highest-ranked independent Auditor. Any later revisions, modifications, or changes to that Agreement shall be made by written amendment to the Agreement, mutually agreed to and signed by both parties.

10.

Required Proposal Content

All participating Consultants are requested to provide the following information in their response. (a) A Title page showing the firms name; the name, address and telephone number of the contact person; and the date of the proposal. 225 Park Street Lakeport, CA 95453 707.263.5615 Page |6

City of Lakeport RFP for Professional Auditing Services

June 2011

(b) A signed letter of transmittal briefly stating that the firm submitting the proposal a.) is properly licensed to practice in California (including all of the assigned professional staff to the engagement); b.) agrees to perform all of the work outlined in the City's RFP within the time periods established by the City and c.) understands that the firm's proposal is a firm and irrevocable offer through at least August 31, 2011. The letter must contain a certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the City. (c) The audit approach and methodology to be used to perform the services (either GAAS or GAGAS). This may include a discussion of the approach to selection of sample size, use of specialized software, analytical procedures, approach to internal control structure, approach to determining laws/regulations subject to audit test work, identification of any anticipated problems or special assistance required from City Staff, and the format of the report. (d) A report on its most recent external quality review, any findings discovered as part of that review and actions taken to correct those findings. The firm also must disclose information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with state regulatory bodies or professional organizations, as well as any pending or settled litigation within the past three (3) years. (e) Provide a description of the size of the firm's governmental staff and the firm's experience with cities of a similar nature and scope. Emphasis should be placed on assignments undertaken within the past three years and on engagements undertaken by the personnel proposed to be assigned to this agreement. (f) Identify all personnel who will be assigned to work on this project and the firms office in which they are each located. Include resumes or brief summaries of their background (including if they hold a current CPA license) and experience in auditing cities as well as their assigned responsibilities under the proposal. (g) An affirmative statement that engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons only with the express prior written permission of the City. However, in either case, the City retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the firm submitting the proposal, provided that replacements have substantially the same or better qualifications or experience. 225 Park Street Lakeport, CA 95453 707.263.5615 Page |7

City of Lakeport RFP for Professional Auditing Services

June 2011

(h) Provide an indication of the time required for the completion of each major phase of the audit. Any assumptions regarding turnaround time for City Staff or City Council review should be clearly noted. Also provide a calendar as to when the firm will commit to completing work described in this proposal. Please note that Auditor is responsible for identifying required review times for City input and must account for printing and distribution within any timelines identified in the Scope of Work. (i) Provide a listing of all cities for which the firm has performed audits during the last three years. (j) Provide three references for your most representative projects including the following: A. B. C. D. E. F. Name of Public Agency Name and Title of contact person Telephone Number of contact person Size of General Fund Budget for the year most recently audited Size of Agency Finance Department Staff Brief description of the scope of the audit performed

(k) Indicate the cost of providing the services outlined in Section 5, including an hourly fee quotation for all positions to be assigned. Identify an estimate of any reimbursable, ancillary, or non-direct costs, which would be applicable to the completion of the work. Identify proposed method of adjustment, if any, in the cost of services through subsequent years of the engagement. The cost worksheet provided as Exhibit C may be used to outline these costs; however, the proposal does not need to include this worksheet if the Auditor has a comparable or superior cost sheet to provide. (l) Hard copies of the proposal should be prepared on standard 8 x 11 letter size, recycled paper, printed double-sided and bound on the long side. All proposals, with the exception of Item 9 below, will be scored on a 100 point scale. The following represent the principal selection criteria which will be considered during the evaluation process. (a) Experience The firm and the performing Auditors recent experience (within the last five years) in governmental auditing of cities in the State of California. (b) Peer Review The firm is requested to submit a copy of its most recent peer review with a statement whether the review included an examination of specific government engagements. The firm shall state whether it has been the subject of any disciplinary action within the last three years, or if any such action is pending by state regulatory 225 Park Street Lakeport, CA 95453 707.263.5615 Page |8

City of Lakeport RFP for Professional Auditing Services

June 2011

bodies or professional organizations. If such conditions exist, information is to be provided as to the circumstances and status of the disciplinary action. (c) Education - The qualifications of personnel who will be actually working on and coordinating the audit, including the firms on-going efforts to keep its staff current and knowledgeable in governmental accounting practices. (d) References The firms general experience and reputation in the local government auditing/accounting field. Please include a minimum of three references. (e) Personnel Policies The firms demonstrated interest in maintaining continuity of auditing staff assigned to clients over time. (f) Price Provide a price breakdown for each of the functions and reports the Auditor proposes to perform, inclusive of the tasks previously listed in the Scope of Service. (g) Indemnification Auditor has the professional skills necessary to perform the work agreed to be performed. Acceptance by the City of Lakeport of the work performed does not operate as a release of said Auditing Firm from such professional responsibility. The Auditor shall indemnify the City of Lakpeport and its agents from any personal injury, property damage, violation of any law or ordinance or other cause in connections with the activities of Auditing Firm and/or its agents. (h) Agreement The consultant selected will be required to enter into a Professional Services Agreement with the City. A sample agreement is included. (i) Local Vendor Preference The Lakeport City Council has adopted a local vendor preference policy for the procurement of goods and services. All proposals will be scored on a 100 point scale regardless of an Auditors business location; however, local Auditors those will locations within City limits or the Citys Sphere of Influence shall be entitled to an extra 10 points, giving them a total possible of 110 points. If necessary, the City may hold interviews with the three firms receiving the three highest scores. The interviews will be conducted with the Consultant Selection Board (CSB) comprised of the City Manager, Redevelopment Director, Utilities Director (water and sewer), and the Finance Manager. The format of the interview will be a ten minute period for the firm to present their objectives for the project and to introduce their staff. The opening presentation is expected to be informal and attended by those staff members that will be directly involved in the project. The interview process is to allow a two way communication for the firms approach to the project and any clarifications required by the CSB. 225 Park Street Lakeport, CA 95453 707.263.5615 Page |9

City of Lakeport RFP for Professional Auditing Services

June 2011

Exhibit A - List of Initial Known Independent Audit Firms

STAT E CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA Santa Rosa Santa Rosa CA CONTACT PERSON R. Moss, CPA Donald Parker

COMPANY NAME Moss, Levy & Hartzhelm Lance, Soll & Lunghard, LLP Pehling and Pehling, CPAs Carpenter and Carpenter, CPAs Gary Moran, CPA Lynn Dodson, CPA Peggy Campbell, CPA Robertson and Associates Davis Hammon & Co. Nicholson & Olson GILBERT ASSOCIATES, INC. Macias Gini & O'Connell LLP Mann, Urreutia, Nelson, CPA's Marcello & Company, CPAs Richardson & Co. CPA Oum & Company, LLP RJ Ricciardi INC, CPA Moss Adams, LLP Pisenti & Brinker, LLP Terry Krieg, CPA

ADDRESS 9107 Wilshire Blvd, Ste 320 203 North Brea Blvd., Ste. 203 2888 Marina View Drive 00 N Main St # C 140 9th Street 401 North Main Street 401 N. Main Street 55 1st St # G 2080 Myers St 729 Sunrise Ave. Ste 103 2880 Gateway Oaks Dr, Ste 100 3000 S St Ste 300 2515 Venture Oaks Way, Ste 135 2701 Cottage Way, Suite 30 550 Howe Ave. Ste 210 465 California St., 7th Flr. 1000 Fourth Street, Suite 400 3700 Old Redwood Hwy, Ste 200 3550 Round Barn Blvd, Ste 100 50 Old Courthouse Sq. #603

CITY Beverly Hills Brea Kelseyville Lakeport Lakeport Lakeport Lakeport Lakeport Oroville Roseville Sacramento Sacramento Sacramento Sacramento Sacramento San Francisco San Rafael Santa Rosa

ZIP 90210 92821 95451 95453 95453 95453 95453 95453 95966 95661 95833 958167014 95833 95821 95825 94104 94901 95403 95403

Peggy Vande Vooren

Michelle Nelson Ralph Marcello

S. Miller Michael O'Conner Derek Rampone B. Robotham

95404

225 Park Street Lakeport, CA 95453 707.263.5615

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Exhibit B Standard Professional Services Agreement

AGREEMENT FOR SERVICES

with VENDOR NAME

regarding SERVICES

THIS AGREEMENT ("Agreement") made and entered into this 2nd day of November 2009, is between the City of Lakeport, a general law city in the State of California (hereinafter referred to as "City") and __________________, duly qualified to conduct business in California, whose principal place of business is _________________________ (hereinafter referred to as "Consultant"). WITNESSETH WHEREAS, City has determined that is necessary to obtain Consultant to provide _______________;and WHEREAS, Consultant has represented to City that it is specially trained, experienced, expert, and competent to perform the special services required hereunder, and City has determined to rely upon such representations; and WHEREAS, it is the intent of the parties hereto that such services be in conformity with all applicable federal, state, and local laws; and WHEREAS, City has determined that the provisions of such services provided by Consultant are in the public's best interest and are more economically and feasibly performed by outside independent consultants. NOW, THEREFORE, City and Consultant mutually agree as follows:

Rev. Date 12.2009

AGREEMENT INCORPORATION OF RECITALS. The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as if set forth herein in full.

Rev..Date: 12. 2009

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1.

SCOPE OF SERVICES.

Services to be Furnished. Subject to such policy direction and approvals as City through its staff may determine from time to time, Consultant shall perform the services set forth in Exhibit A, attached hereto and incorporated herein by reference. Schedule for Performance. Consultant shall perform the services identified in Exhibit A in accordance with the schedule described in Exhibit B, attached hereto and incorporated herein by reference, and as expeditiously as is consistent with generally accepted standards of professional skill and care and the orderly progress of work. Standard of Quality. All work performed by Consultant under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. Compliance With Laws. Consultant shall comply with all applicable federal, state, and local laws, codes, ordinances, regulations, orders, and decrees. Consultant represents and warrants to City that Consultant shall, at its own cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals that are legally required for Consultant to practice its profession or are necessary and incident to the due and lawful prosecution of the services it performs under this Agreement. Consultant shall maintain a City business license. Consultant shall at all times during the term of this Agreement, and for one year thereafter, provide written proof of such licenses, permits, insurance, and approvals upon request by City. City is not responsible or liable for Consultant's failure to comply with any or all of the requirements contained in this paragraph. 2. COMPENSATION.

Schedule of Payment. The compensation to be paid by City to Consultant for the services rendered hereunder shall be on a time and materials basis based upon the rate schedule in Exhibit C, attached hereto and hereby incorporated by reference. Total Price Ceiling. The Total Price Ceiling shall be TEN THOUSAND DOLLARS ($10,000.00). Total compensation, including both fees and expenses, for services rendered by Consultant to City shall not exceed the Total Price Ceiling. Additional Services. City shall make no payment to Consultant for any extra, further, or additional services unless such services and payment have been mutually agreed to and this Agreement has been formally amended in accordance with Section 8. Consultant shall not commence any work exceeding the Scope of Services in Section 2 without prior written authorization from City. Invoicing and Payment. Consultant shall submit periodic invoices, not more frequently than monthly, for the services rendered during the preceding period. Invoices must be submitted in duplicate and must indicate the hours actually worked by describing the task(s) performed, the employee(s) performing the task(s), and the hours (or fractions of hours in quarters of an hour)
Rev..Date: 12. 2009

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spent on the task(s). The invoice shall also show all other directly related costs by line item in accordance with Exhibit C. City shall approve or disapprove the invoice within fifteen (15) calendar days following receipt thereof and shall pay all approved invoices and billings within thirty (30) calendar days. City reserves the right to withhold payment of disputed specific items and shall give notice to the Consultant, pursuant to Section 12, of all such disputed specific items within fifteen (15) business days following receipt of an invoice. The parties shall exercise good faith and diligence in the resolution of any disputed invoice amounts. 3. FISCAL CONSIDERATIONS. The parties understand and acknowledge that the City is subject to the provisions of Article XVI, section 18 of the California Constitution and other similar fiscal and procurement laws and regulations and may not expend funds for products, equipment, or services not budgeted in a given fiscal year. It is further understood that in the normal course of City business, City will adopt a proposed budget prior to a given fiscal year, but that the final adoption of a budget does not occur until after the beginning of the fiscal year. Notwithstanding any other provision of this Agreement to the contrary, City shall give notice of cancellation of this Agreement in the event of adoption of a proposed budget that does not provide for funds for the services, products, or equipment subject herein. Such notice shall become effective upon the adoption of a final budget that does not provide funding for this Agreement. Upon the effective date of such notice, this Agreement shall be automatically terminated and City released from any further liability hereunder. In addition to the above, should the City Council during the course of a given year for financial reasons reduce, or order a reduction, in the budget for any City department for which services were contracted to be performed, pursuant to this paragraph in the sole discretion of the City, this Agreement may be deemed to be canceled in its entirety subject to payment for services performed prior to cancellation. 4. PRODUCT REVIEW AND COMMENT. Consultant shall provide City with five (5) copies of each product described in Exhibits A and C. Upon the completion of each product, Consultant shall be available to meet with City. If additional review and/or revision is required by City, City shall conduct reviews in a timely manner. 5. TERM OF AGREEMENT. This Agreement shall be effective immediately and shall remain in effect until completed, amended pursuant to Section 7, or terminated pursuant to Section 6. 6. TERMINATION.

DEFAULT. Upon the occurrence of any default of the provisions of this Agreement, a party shall give written notice of said default to the party in default. If the party in default does not cure the default within ten (10) days of the date of notice (time to cure), then such party shall be in default. The time to cure may be extended in the discretion of the party that gave notice. Any extension of time to cure must be in writing, prepared by the party in default for signature by the
Rev..Date: 12. 2009

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party giving notice and must specify in writing the reason(s) for the extension and the date in which the extension of time to cure expires. Notice given under this section shall specify the alleged default and the applicable Agreement provision and shall demand that the party in default perform the provisions of this Agreement within the applicable period of time. No such notice shall be deemed a termination of this Agreement unless the party giving notice so elects in this notice, or the party giving notice so elects in a subsequent written notice after the time to cure has expired. BANKRUPTCY. This Agreement, at the option of the City, shall be terminable in the case of Consultant's bankruptcy, whether voluntary or involuntary, or insolvency. CEASING PERFORMANCE. City may terminate this Agreement in the event Consultant ceases to operate as a business or otherwise becomes unable to substantially perform any term or condition of this Agreement. TERMINATION WITHOUT CAUSE. City shall have the right to terminate this Agreement for any reason, at any time, by serving upon Consultant thirty (30) calendar days advance written notice of termination. The notice shall be deemed served and effective for all purposes on the date it is deposited in the U.S. mail, certified, return receipt requested, addressed to Consultant at the address indicated in Section 12. If City issues a notice of termination: Consultant shall immediately cease rendering services pursuant to this Agreement; Consultant shall deliver to City copies of all writings, whether or not completed, which were prepared by Consultant, its employees, or its subcontractors, if any, pursuant to this Agreement and for which Consultant has been paid in accordance with Section 7(b)(iii). The term writings shall include, but not be limited to, handwriting, typewriting, computer files and records, drawings, blueprints, printing, photostatting, photographs, and every other means of recording upon any tangible thing, any form of communication or representation, including letters, words, pictures, sounds, symbols, or combinations thereof. City reserves the right to take over and complete the work by contract or other means; City shall pay Consultant for work actually performed up to the effective date of the notice of termination, subject to the limitations prescribed by Section 3 of this Agreement, less any compensation to City for damages suffered as a result of Consultant's failure to comply with the terms of this Agreement. Such payment shall be in accordance with Exhibit C. However, if this Agreement is terminated because the work of Consultant does not meet the terms or standards specified in this Agreement, then City shall be obligated to compensate Consultant only for that portion of Consultant's services that are of benefit to City. 7. AMENDMENTS. This Agreement may be amended by mutual consent of the parties. Said amendments shall become effective only when in writing and fully executed by duly authorized officers of the parties.
Rev..Date: 12. 2009

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8. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall not, either during or after the term of this Agreement, disclose to any third party any confidential information relative to the work of City without the prior written consent of City. 9. INSPECTION. City representatives shall, with reasonable notice, have access to the work and work records of Consultant, including time records, for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement. 10. INDEPENDENT CONTRACTOR. In the performance of the services in this Agreement, Consultant is an independent contractor and is not an agent or employee of City. Consultant, its officers, employees, agents, and subcontractors, if any, shall have no power to bind or commit City to any decision or course of action, and shall not represent to any person or business that they have such power. Consultant has and shall retain the right to exercise full control of the supervision of the services and over the employment, direction, compensation, and discharge of all persons assisting Consultant in the performance of said service hereunder. Consultant shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security and income tax withholding, workers' compensation insurance, and all other regulations governing such matters. 11. NOTICE. Any notices or other communications to be given to either party under this Agreement shall be in writing, shall be delivered to the addresses set forth below, and shall be effective, as follows: by personal delivery, effective upon receipt by the addressee; by facsimile, effective upon receipt by the addressee, so long as a copy is provided by certified U.S. mail, return receipt requested, postmarked the same day as the facsimile; by certified U.S. mail, return receipt requested, effective 72 hours after deposit in the mail. Notices to City shall be in duplicate. CITY: CITY OF LAKEPORT 225 Park Street Lakeport, CA 95453 Attn: Name, Title Phone: (707) 263-xxxx Fax: (707) 263-xxxx

CONSULTANT: Address:
Rev..Date: 12. 2009

Name:

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Phone : Fax:

Either party may change its address for notices by complying with the notice procedures in this Section. 12. OWNERSHIP OF MATERIALS. City is the owner of all records and information created, produced, or generated as part of the services performed under this Agreement. At any time during the term of this Agreement, at the request of City, Consultant shall deliver to City all writings, records, and information created or maintained pursuant to this Agreement and for which Consultant has been paid in accordance with this Agreement. The term writings in this Section has the same definition as provided in Section 7(e)(ii). 13. ASSIGNMENT; SUBCONTRACTING; EMPLOYEES.

Assignment. Consultant shall not assign, delegate, or transfer its duties, responsibilities, or interests in this Agreement without the prior express written consent of City. Any assignment without such approval shall be void and, at City's option, shall terminate this Agreement and any license or privilege granted herein. Subcontracting. Consultant shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior express written consent of City. If City consents to Consultant's hiring of subcontractors, all subcontractors are deemed to be employees of Consultant, and Consultant agrees to be responsible for their performance. Consultant shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and shall keep the work under its control. 14. BINDING AGREEMENT. This Agreement shall bind the successors of City and Consultant in the same manner as if they were expressly named herein. 15. WAIVER.

Effect of Waiver. Waiver by either party of any default, breach, or condition precedent shall not be construed as a waiver of any other default, breach, or condition precedent or any other right under this Agreement. No Implied Waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at a later time. 16. NONDISCRIMINATION.

Consultant shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer because of race, color, creed, religion,
Rev..Date: 12. 2009

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national origin, sex, age, marital status, sexual orientation, medical condition, or physical or mental disability. Consultant shall comply with all federal and state anti-discrimination and civil rights laws. Consultant agrees to post in conspicuous places, available to all employees and applicants for employment, notices that Consultant shall provide an atmosphere for employees, clients, and volunteers that is free from harassment or discrimination on the bases set forth in subsection 17(a). 17. INDEMNITY.

To the fullest extent permitted by law, Consultant shall defend (with legal counsel reasonably acceptable to the City Attorney), indemnify, and hold harmless City and its officers, agents, departments, officials, representatives, and employees (collectively "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Consultant or its subconsultants), expense, and liability of every kind, nature and description (including, without limitation, fines, penalties, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of such Indemnitee. To the extent there is an obligation to indemnify under this Section 18, Consultant shall be responsible for incidental and consequential damages resulting from Consultant's negligence, recklessness, or willful misconduct. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subconsultant or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant shall be fully responsible for all obligations under this Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement or Section. 18. INSURANCE.

Required Coverage. Consultant, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement the following described insurance coverage. This coverage shall insure not only Consultant, but also, with the exception of
Rev..Date: 12. 2009

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workers' compensation and employer's liability insurance, shall name as additional insureds City, its officers, agents, employees, and volunteers, and each of them, but only insofar as the operations under this Agreement are concerned: Policy Workers' Compensation Employer's Liability Minimum Limits of Coverage and Statutory and $1,000,000 per accident for bodily injury or disease, respectively.

Comprehensive Automobile Bodily Injury/Property Damage $1,000,000 Insurance Services Office, form each accident. #CA 0001 (Ed 1/87 covering auto liability code 1 (any auto) General Liability Insurance Services Office Commercial General Liability coverage on an occurrence basis (occurrence form CG 0001) $2,000,000 per occurrence. If Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Project or location, the general aggregate limit shall be twice the required occurrence limit.

Errors and Omissions/ $1,000,000 per occurrence. Professional's Liability, errors and omissions liability insurance appropriate to the Consultant's profession.

If Consultant maintains higher limits then the minimum shown above, City shall be entitled to coverage for the higher limits maintained by Consultant. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respect City, or Consultant shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Required Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: For any claims related to this Project, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by City, its officers, officials, employees, or volunteers shall be in excess of Consultant's insurance and shall not contribute with it;
P a g e | 19

Rev..Date: 12. 2009

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City, its officers, officials, employees, or volunteers; Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; Each insurance policy required by this Section shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after giving City 30 days' prior written notice by certified mail, return receipt requested. Acceptability of Insurers. Consultant shall place insurance with insurers that have a current A.M. Best's rating of no less than A:VII unless Consultant requests and obtains City's express written consent to the contrary. Verification of Coverage. Consultant must provide complete, certified copies of all required insurance policies, including original endorsements affecting the coverage required by these specifications to the City Attorney. The certificate of insurance must provide that the insurer will not cancel the insured's coverage without thirty (30) days prior written notice to City. The endorsements are to be signed by a person authorized by Consultants insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before work commences. However, failure to do so shall not operate as a waiver of those insurance requirements. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. Continual Coverage. Consultant agrees that the insurance required above shall be in effect at all times during the term of this Agreement. In the event said insurance coverage expires at any time(s) during the term of this Agreement, Consultant agrees to provide at least thirty (30) days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the Agreement, or for a period of not less than one (1) year. New certificates of insurance are subject to the approval of the City Attorney, and Consultant agrees that no work or services shall be performed prior to the giving of such approval. In the event Consultant fails to keep in effect at all times insurance coverage as provided herein, City may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. Additional Provisions. (i) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. (ii) Consultant's obligations shall not be limited by the foregoing insurance requirements and shall survive expiration of this Agreement.
Rev..Date: 12. 2009

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(iii) The insurance companies shall have no recourse against the City, its officers or employees or any of them for payment of any premiums or assessments under any policy issued by any insurance company. (iv) In the event Consultant cannot provide an occurrence policy, Consultant shall provide insurance covering claims made as a result of performance of this Agreement for not less than three (3) years following completion of performance of this Agreement. (v) The certificate of insurance shall meet such additional standards as may be determined by the contracting City department either independently or in consultation with the City Attorney, as essential for protection of the City. 19. WORKERS' COMPENSATION.

Covenant to Provide. Consultant warrants that it is aware of the provisions of the California Labor Code that require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code. Consultant further agrees that it will comply with such provisions before commencing the performance of the work under this Agreement. Waiver of Subrogation. Consultant and Consultant's insurance company agree to waive all rights of subrogation against City, its elected or appointed officials, agents, and employees for losses paid under Consultants workers' compensation insurance policy that arise from the work performed by Consultant for City. 20. FINANCIAL RECORDS. Consultant shall retain all financial records, including but not limited to documents, reports, books, and accounting records which pertain to any work or transaction performed pursuant to this Agreement for three (3) years after the expiration of this Agreement. City or any of its duly authorized representatives shall, with reasonable notice, have access to and the right to examine, audit, and copy such records. 21. TAXPAYER IDENTIFICATION/ FORM W-9. Consultant shall provide to City a fully executed Department of the Treasury Internal Revenue Service Form W-9, "Request for Taxpayer Identification Number and Certification." 22. CALIFORNIA RESIDENCY (FORM 590). Consultant shall file a State of California Form 590, certifying its California residency or, in the case of a corporation, certifying that it has a permanent place of business in California. Consultant shall be required to submit a Form 590 prior to execution of this Agreement, or City shall withhold seven (7) percent of each payment made to Consultant during the term of this Agreement. This requirement applies to any agreement exceeding One Thousand Five Hundred Dollars ($1,500.00). 23. CONFLICT OF INTEREST. Both parties have read and are aware of the provisions of Government Code Section 1090 et seq. and Section 87100 et seq. relating to conflicts of interest of public officers and employees. Consultant attests that it has no current business or financial relationship with any City employee(s) that would constitute a conflict of interest with provision
Rev..Date: 12. 2009

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of services under this Agreement and will not enter into any such business or financial relationship with any such employee(s) during the term of this Agreement. Consultant shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City's interest. During the term of this Agreement, Consultant shall not accept any employment or engage in any consulting work that creates a conflict of interest with City or in any way compromises the services to be performed under this Agreement. Consultant shall immediately notify City of any and all violations of this Section upon becoming aware of such violation. City represents that it is unaware of any financial or economic interest of any public officer or employee of consultant relating to this Agreement. If such a financial interest does exist at the inception of this Agreement, either party may immediate terminate this Agreement by giving written notice to the other. 24. TIME OF THE ESSENCE. CONSULTANT understands and agrees that time is of the essence in the completion of the work and services described in Section 2. 25. SEVERABILITY. If any court of competent jurisdiction or subsequent preemptive legislation holds or renders any of the provisions of this Agreement unenforceable or invalid, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected. 26. GOVERNING LAW AND CHOICE OF FORUM. This Agreement shall be administered and interpreted under California law as if written by both parties. Any litigation arising from this Agreement shall be brought in the Superior Court of Lake County. Any dispute resolution action arising out of this Agreement, including mediation or arbitration, shall be brought in the City of Lakeport and shall be resolved in accordance with the laws of the State of California. 27. MEDIATION/ARBITRATION If a dispute arises out of or relates to this agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the Lake County Superior Court Mediation Program before resorting to arbitration or some other mutually agreed dispute resolution procedure. If they do not reach such solution within a period of 60 days from appointment of a mediator, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by binding arbitration administered by an arbitrator jointly selected by the parties or if no such agreement is reached then according to the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Binding mediation shall be the sole remedy of last resort and is deemed by the parties to be a material part of this agreement. 28. VENUE For all proceedings initiated to resolve disputes between the parties it is agreed that venue for all purposes shall lie in exclusively in Lake county California. 29. COSTS AND ATTORNEYS' FEES. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing
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party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 30. AUTHORITY. The parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, estates or firms represented or purported to be represented by such entity(s), person(s), estate(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Further, by entering into this Agreement, neither party hereto shall have breached the terms or conditions of any other contract or agreement to which such party is obligated, which such breach would have a material effect hereon. 31. FORCE MAJEURE. Except as otherwise provided in this Agreement, if the performance of any act required by this Agreement by either City or Consultant is prevented or delayed by reason of any act of God, strike, act of terrorism, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations or any other cause not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. 32. ADMINISTRATOR. The City officer or employee with responsibility for administering this Agreement is Name, Title, or his successor. 33. INTEGRATION. This Agreement and the documents referred to herein or exhibits hereto represent the entire understanding of City and Consultant as to those matters contained herein and supersedes all prior negotiations, representations, or agreements, both written and oral. This Agreement may not be modified or altered except in accordance with Section 8.

Executed by City and Consultant on the date shown next to their respective signatures. The effective date of this Agreement shall be the date of execution by City as shown below.

CONSULTANT

By: ______________________________________ _________________, Title

Rev..Date: 12. 2009

Date: __________________

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XXX Corp.

By: ______________________________________ _________________, Title XXX Corp.

Date: __________________

CITY OF LAKEPORT

By: ______________________________________ _________________, Title City of Lakeport

Date: __________________

Approved as to form:

By: ______________________________________ Steve Brookes, City Attorney City of Lakeport

Date: __________________

Rev..Date: 12. 2009

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EXHIBIT A

SCOPE OF SERVICES

[To be Inserted]

Rev..Date: 12. 2009

P a g e | 25

EXHIBIT B

SCHEDULE OF SERVICES

[To be Inserted]

Exhibit B

EXHIBIT C

RATE SCHEDULE

[To be Inserted]

Rev..Date: 12. 2009

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Exhibit C Cost Estimate Worksheet

NOT TO EXCEED PRICE FOR PROPOSED SERVICES SCHEDULE In accordance with the Request for Proposal for Audit Services issued by City of Lakeport, the firm referenced below hereby submits the following cost proposal: Year Ended June 30th 2011 2012 2013 2014 2015 Basic Reports to Be Issued Audit report of City financial statements Audit report of Redevelopment Agency financial statements Audit report of CLMSD financial statements Management Letter Ancillary and Indirect Costs (including travel, lodging, meals, etc.) Total

In addition, please include below an hourly fee quotation and hours proposed for all positions to be assigned to the audit: Hours Hourly Rate Partners Managers Supervisory Staff Professional Staff Clerical/Support Staff Other I herby certify that the undersigned is authorized to represent the firm stated above, and empowered to submit this bid, and if selected authorized to sign a contract with the City, for the services identified in the Request For Proposals. Firm Name: Signature: Printed Name: Title: Date:
Rev..Date: 12. 2009

________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ P a g e | 28

Exhibit D - Non-Inclusive List of Local Lodging and Accommodations

Anchorage Inn
950 North Main Street Lakeport, CA 95453 707-263-5417 800-692-8060 www.anchorageinnmotel.com

The Mallard House

970 North Main Street Lakeport, CA 95453 707-262-1601 www.mallardhouse.com

Regency Inn
1010 North Main Street Lakeport, CA 95453 707-263-3551 888- 800-8002 www.regencyinnlakeport.com

Rev..Date: 12. 2009

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Skylark Shores
1120 North Main Street Lakeport, CA 95453 707- 263-6151 800- 675-6151

Bed & Breakfasts in Lakeport

Lakeport English Inn
675 North Main Street Lakeport, CA 95453 707- 263-4317

Lakeportenglishinn.com

Forbestown Inn

825 North Forbes Street Lakeport, CA 95453 707-263-7858 866-268-7858

www.forbestowninn.com

The Arbor House Inn Bed and Breakfast

150 Clearlake Avenue Lakeport CA 95453 707-263-6444 www.Arborhousebnb.com

Rev..Date: 12. 2009

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The Carriage House

60 Clear Lake Avenue Lakeport, CA 95453 707-263-0995 888-203-5949 www.carriagehouselake port.com

Clear Lake Bed & Breakfast

2 16th Street Lakeport, CA 95453 707- 263-9071 www.clearlakebedandbreakfast.com

Rev..Date: 12. 2009

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CITY OF LAKEPORT
City Council Lakeport Redevelopment Agency City of Lakeport Municipal Sewer District

STAFF REPORT
RE: Annual Holiday Decorating Contest SUBMITTED BY: Janel Chapman, City Clerk PURPOSE OF REPORT: Information only Discussion Action Item MEETING DATE: 11/01/2011

WHAT IS BEING ASKED OF THE CITY COUNCIL/AGENCY/BOARD: The City Council is being asked to approve sponsorship of the annual holiday decorating contest in conjunction with the Lakeport Main Street Association and the Lake County Chamber of Commerce. BACKGROUND: For over ten years, the Lakeport Main Street Association, Lake County Chamber of Commerce, and the City of Lakeport have co-sponsored a holiday decorating contest to encourage local businesses and homes to get into the spirit of the holidays. DISCUSSION: The Lakeport Main Street Association and Lake County Chamber of Commerce have budgeted $400 each to sponsor this event again this year. Monetary prizes are presented to the first- and second-place winners in each category. The City's participation in this event consists of preparing a press release, preparing and collecting applications, appointing a council member to assist in the judging, and preparing certificates for the winners. This is an excellent way to encourage our citizens to participate in bringing the festive feel of the holidays to our community. OPTIONS: Approve participation in the holiday decorating contest or choose not to participate. FISCAL IMPACT: None $75.00 Account Number: 110-1010-928 and 110-1020-910 Comments: The cost to the City is minimal and consists of approximately two hours of the City Clerk's time and approximately $20 for the frames for the certificates. SUGGESTED MOTIONS: Move to authorize City participation in the annual holiday decorating contest. Attachments:

Meeting Date: 11/01/2011

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Agenda Item #V.F.