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HomeMy WebLinkAboutSA AG PKT 2012-09-10 #3SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY AGENDA STAFF REPORT DATE: September 10, 2012 TO: Honorable Chair and Board Members THRU: Jill R. Ingram, Executive Director FROM: Victoria L. Beatley, Director of Finance /City Treasurer SUBJECT: AGREEMENT FOR AUDITING SERVICES IN CONNECTION WITH THE DUE DILIGENCE REVIEW REQUIRED BY AB 1484 SUMMARY OF REQUEST: Staff recommends that the Governing Board of the Successor Agency to the Seal Beach Redevelopment Agency adopt Resolution No. SA12 -13 approving the agreement with Lance, Soil & Lunghard, LLP ( "LSL ") for auditing services in connection with the due diligence review required by AB 1484. BACKGROUND AND ANALYSIS: On June 27, 2012, the Governor signed State budget trailer bill AB 1484, which became effective immediately. AB 1484 impacts many aspects of AB X1 26. Health & Safety Code Section 34179.6 provides: "By October 1, 2012, each successor agency shall provide to the oversight board, the county auditor - controller, the Controller, and the Department of Finance the results of the review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county auditor- controller, the Controller, and the department the results of the review conducted pursuant to Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities." LSL currently provides auditing services to the City of Seal Beach. In performing the Due Diligence Review, LSL will: • Conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities as stated in AB 1484. Agenda Item 3 Summarize the results in an "Agreed Upon Procedures Report." The State Department of Finance approved the procedures for the Due Diligence Review on August 27, 2012. Satisfying AB 1484 requirements in a timely manner will be challenging. LSL will make every effort to abide by the deadlines; however, due to the late approval of these procedures, LSL will not guarantee that it will complete the review by the required filing dates. The attached agreement contains virtually the same terms and provisions of the City's agreement with LSL for general auditing services. ENVIRONMENTAL IMPACT: There will be no environmental impact associated with adoption of the attached Resolution or performance of the audit. LEGAL ANALYSIS: General Counsel has reviewed and approved as to form. FINANCIAL IMPACT: LSL has provided a quote to perform the required services at the hourly rates shown on Exhibit B of the attached agreement, with a not -to- exceed figure of $25,000. Due to the small size of the assets formerly owned by the Seal Beach Redevelopment Agency, staff anticipates that the services may be completed for an amount less than $25,000. In any event, the Successor Agency has requested that the Department of Finance approve auditing services as a recognized enforceable obligation. RECOMMENDATION: Staff recommends that the Governing Board of the Successor Agency to the Seal Beach Redevelopment Agency adopt Resolution No. SA12 -13 approving the agreement with Lance, Soll & Lunghard, LLP for auditing services in connection with the due diligence review required by AB 1484. SU Victoria L. Beatley I Director of Finance /City Treasurer NOTED AND APPROVED: . 5, r a. I Qi I ,� V-) ill .Ingram, Execu iv Director Attachments: A. Resolution No. SA12 -13 B. Professional Services Agreement Page 2 RESOLUTION NUMBER SA12 -13 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY APPROVING AN AGREEMENT FOR DUE DILIGENCE AUDITING SERVICES WITH LANCE, SOLL & LUNGHARD, LLC RECITALS: A. On June 27, 2012, the Governor signed State budget trailer bill AB 1484, which became effective immediately. AB 1484 impacts many aspects of AB X1 26. B. Health and Safety Code Section 34179.6 provides, "By October 1, 2012, each successor agency shall provide to the oversight board, the county auditor - controller, the Controller, and the Department of Finance the results of the review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county auditor -controller, the Controller, and the department the results of the review conducted pursuant to Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities." C. Pursuant to Health and Safety Code Section 34171(d)(1)(F), contracts or agreements necessary for the administration or operation of the Successor Agency are enforceable obligations. NOW, THEREFORE, THE BOARD OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The above recitals are true and correct and are a substantive part of this Resolution. . Section 2. The Board hereby approves that certain agreement dated September 10, 2012 by and between the Successor Agency and Lance, Soll & Lunghard, LLC for auditing services (not -to- exceed $25,000) in connection with the due diligence review required by AB 1484. Section 3. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they deem necessary or advisable to effectuate this Resolution, and any such actions previously taken by such officers and staff are hereby ratified and confirmed. (Intentionally Left Blank) Resolution Number SA12 -13 PASSED, APPROVED, and ADOPTED by the Successor Agency to the Seal Beach Redevelopment Agency at a regular meeting held on the 10th day of September , 2012 by the following vote: AYES: Board Members NOES: Board Members ABSENT: Board Members ABSTAIN: Board Members Chair ATTEST: Secretary STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, Secretary of the Successor Agency to the Seal Beach Redevelopment Agency, do hereby certify that the foregoing resolution is the original copy of Resolution Number SA12 -13 on file in the office of the Seal Beach City Clerk, passed, approved, and adopted by the Successor Agency to the Seal Beach Redevelopment Agency at a regular meeting held on the 10th day of September , 2012. Secretary AGREEMENT TO PROVIDE PROFESSIONAL AUDITING SERVICES Between Successor Agency to the Seal Beach Redevelopment Agency 211 - 8th Street Seal Beach, CA 90740 0 Lance, Soll, and Lunghard, LLP Certified Public Accountants 203 North Brea Boulevard, Suite 203 Brea, California 92821 (714) 672 -0022 This Professional Service Agreement ( "the Agreement ") is made as of September 10, 2012 by and between Lance, Soll and Lunghard, LLP, Certified Public Accountants ( "Consultant "), and the Successor Agency to the Seal Beach Redevelopment Agency ( "Agency'), (collectively, the "Parties "). RECITALS A. Pursuant to AB 1484, Agency desires to employ a licensed accountant, approved by the county auditor - controller and with experience and expertise in local government accounting, to conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities. B. . Consultant represents that it has the necessary professional skills and experience to satisfactorily complete the required services in a timely manner. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT Scope of Services 1.1 Pursuant to Health & Safety Code Section 34179.6, Consultant shall conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities and perform all other tasks required by Section 34179.6 ( "Services ") as set forth in that certain letter dated August 28, 2012 (the "Proposal "). A true and correct copy of the Proposal is attached hereto as Exhibit A. To the extent that there is any conflict between the Proposal and this Agreement, this Agreement shall control. 1.2 Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Agency. 1.3 In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4 Consultant will not be compensated for any work performed not specified in the Proposal unless Agency authorizes such work in advance and in writing. 2. Term 2.1 This term of this Agreement shall be for a period of one year beginning August 28, 2012 and ending August 27, 2013, unless previously terminated or extended as provided by this Agreement. 2of14 3. Consultant's Compensation 3.1 For all Services satisfactorily rendered, Agency will pay Consultant at the hourly rates set forth in Exhibit B. 3.2 In no event will Agency pay Consultant more than $25,000. 3.3 Any additional work authorized by Agency pursuant to Section 1.4 will be compensated at the hourly rates set forth in Exhibit B. 3.4 Consultant will not receive reimbursement for any expenses incurred by Consultant. 4. Method of Payment 4.1 Consultant shall submit to Agency monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. Agency will pay Consultant within 30 days of receiving Consultant's invoice. Agency will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2 Upon 24 -hour notice from Agency, Consultant shall allow Agency or Agency's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. Agency's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5. Termination 5.1 This Agreement may be terminated by Agency, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2 This Agreement may be terminated by Agency upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3 Consultant agrees to cease all work under this Agreement on or before the tenth day of receiving such notice. 5.4 In the event that Agency terminates or cancels this Agreement due to no fault or failure of performance by Consultant, Agency will pay Consultant for all Services 3of14 satisfactorily rendered through the date of termination. In no event shall Consultant be entitled to receive more than the "not -to- exceed" figures set forth in Section 3.2 for the applicable fiscal year. Consultant shall have no other claim against Agency by reason of such termination. 6. Party Representatives; Project Manager 6.1 Agency Manager, or designee, is Agency's representative for purposes of this Agreement. 6.2 Deborah A. Harper is Consultant's primary representative for purposes of this Agreement. 6.3 Deborah A. Harper is Consultant's Project Manager, who will have the overall responsibility and will supervise the work performed by Consultant pursuant to this Agreement. 7. Notices 7.1 All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To Agency: Successor Agency to the Seal Beach Redevelopment Agency 211 — 8th Street Seal Beach, CA 90740 Attn: Executive Director To Consultant: Lance, Soil & Lunghard LLP 203 North Brea Boulevard, Suite 203 Brea, CA 92821 Attn: Deborah A. Harper Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8. Independent Contractor; Consultant's Personnel 8.1 Consultant is an independent contractor and not an employee of Agency. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all 4of14 wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but Agency reserves the right, for good cause, to require Consultant to exclude any employee from performing services on behalf of Agency. 8.3 Consultant shall indemnify and hold harmless Agency and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. Agency shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Agency from Consultant as a result of Consultant's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section. 9. Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of Agency. Consultant is fully responsible to Agency for the performance of any and all subcontractors. 10. Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of Agency. Any purported assignment without such consent shall be void and without effect. 11. Insurance 11.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to Agency that Consultant has secured all insurance required under this Section. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to Agency. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by Agency if requested. All certificates and 5of14 endorsements shall be received and approved by Agency before work commences. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2 Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to Agency. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3 The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by Agency to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days' prior written notice by certified mail, return receipt requested, has been given to Agency; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to Agency, its directors, officials, officers, (3) coverage shall be primary insurance as respects Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by Agency, its directors, officials, officers, employees, agents and volunteers shall be excess of Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Consultant or for which Consultant is responsible. 11.4 All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to Agency, its directors, officials, officers, employees, agents, and volunteers. 6of14 11.5 Any deductibles or self- insured retentions shall be declared to and approved by Agency. Consultant guarantees that, at the option of Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects Agency, its directors, officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12. Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold Agency, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of Agency officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of Agency. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse Agency and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, Agency, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13. Ownership and Confidentiality of Work Product 13.1 All reports, drafts, documents or other material, whether in written or electronic form (collectively "Work Product "), developed by Consultant in connection with all services provided pursuant to this Agreement shall be and remain the property of Agency without restriction or limitation upon its use or dissemination by Agency. Consultant shall deliver to Agency all Work Product upon termination of this Agreement. 13.2 Consultant, in the course of its duties, may have access to financial, accounting, statistical, and /or personnel data of private individuals and employees of Agency. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by Agency. Agency shall grant such authorization if the law requires disclosure. Consultant shall surrender and return all such data to Agency 7 of 14 immediately upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 13.3 Notwithstanding the foregoing, pursuant to authority given by law or regulation, Consultant may be requested to make certain audit documentation available to a Cognizant or Oversight Agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. Consultant will notify Agency of any such request. If requested,. access to such audit documentation will be provided under the supervision of Consultant's personnel. Furthermore, upon request, Consultant may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. 14. Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 15. Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 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, and agrees to comply with such provisions before commencing the performance of the Services. 16. Licenses and Compliance with Laws 16.1 Consultant will obtain all necessary licenses, permits and other approvals to perform the Services and will pay all fees or taxes required for the issuance of the same. 16.2 Consultant shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations. 8of14 17. Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 18. Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 19. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. No Third Party Rights or Beneficiaries No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 21. Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 22. Prohibited Interests 22.1 Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Agency has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Agency, during the term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 22.2 Consultant and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Section 81000, et seq.) and Government Code Section 9of14 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subcontractors shall not, without the prior written approval of Agency, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant agrees that a clause substantially similar to this Section shall be incorporated into any subcontract, which Consultant executes in connection with the performance of this Agreement. 22.3 Consultant warrants and maintains that it has no knowledge that any officer or employee of Agency has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to Agency, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Subsection. 23. Discrimination and Equal Employment Opportunity In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants that are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. 24. Attorneys' Fees If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection with such action. 25. Time is of the Essence 25.1 Time is hereby expressly declared to be of the essence of this Agreement and of each and every provision hereof; and each and every provision hereof is hereby declared to be and made a material, essential and necessary part of this Agreement. 25.2 Due to statutory deadlines set forth in Health & Safety Code Section 34179.6, Consultant will use its best efforts to complete all Services necessary as follows: A} Due diligence review pursuant to Section 34179.5 of the Low and Moderate Income Housing Fund and specifically the amount of cash and cash 10 of 14 equivalents determined to be available for allocation to taxing entities so that Agency can provide the results to the oversight board, the county auditor - controller, the Controller, and the Department of Finance by October 1, 2012. B) Due diligence review pursuant to Section 34179.5 for all of the other funds and account balances and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities so that Agency can provide the results to the oversight board, the county auditor - controller, the Controller, and the Department of Finance by December 15, 2012. 26. Severability Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 27. Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28. Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written: 11 of 14 SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY By: Attest: By: Jill R. Ingram, Executive Director Linda Devine, Agency Secretary Approved as to Form: IN Quinn Barrow, Agency Counsel 12 of 14 CONSULTANT :.�i /i �r,��ir�•�/ NameT:(�/,�rv,k Its: Partner A, Name: Its: Partner EXHIBIT A AUGUST 28, 2012 PROPOSAL 13 of 14 LSL 000 00G 00 CERTIFIED PUBLIC ACCOUNTANTS • Brandon W. Burrows. CPA • David E. Hate, CPA. CFP A Prolessronal Corporalion • Donald G. Slater. CPA • Richard K. Kikuchi, CPA • Susan F. Matz, CPA • Shelly K. Jackley. CPA • Bryan S. Gruber. CPA • Deborah A. Harper, CPA August 28, 2012 Ms. Jill R. Ingram City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Dear Ms. Ingram: Lance, Soil & Lunghard, LLP (LSL) is pleased to provide this quote to perform your AB 1484 Due Diligence Review for the City of Seal Beach. As a leader in the field of governmental accounting and auditing, we appreciate this opportunity given us to present our professional qualifications. Because of our extensive government experience (including Redevelopment Agencies) and since LSL currently provides auditing services to your city, we are certain that Lance, Soil & Lunghard, LLP is the most qualified accounting firm to provide this service. In performing this Due Diligence Review, LSL will: • Conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities as stated in AB 1484 Sec. 17 34179.5(a). • This review will be summarized in an Agreed Upon Procedures Report which will summarize the procedures performed and the results thereof. Per Section 18 34179.6, "By October 1, 2012, each successor agency shall provide to the oversight board, the county auditor - controller, the Controller, and the Department of Finance the results of the review conducted pursuant to Section 34179.5 for the Low and Moderate Income Housing Fund and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities. By December 15, 2012, each successor agency shall provide to the oversight board, the county auditor - controller, the Controller, and the department the results of the review conducted pursuant to Section 34179.5 for all of the other fund and account balances and specifically the amount of cash and cash equivalents determined to be available for allocation to taxing entities." Since the required procedures for the Due Diligence Review were just approved on August 27, 2012, the time frame in order to accomplish these procedures in a timely manner is at best challenging. LSL will make every effort to abide by the deadlines, however, due to the late approval of these procedures, we cannot and do not guarantee that we will complete the review by the required filing dates. It will be the City's responsibility to provide the attached requested documentation in its entirety at the timelines stated. Any pending items will further the delay in the issuance of our report. Lance, Soil & Lunghard, LLP 203 North Brea Boulevard • Suite 203 • Brea, CA 92821 • TEL: 714.672.0022 • Fax: 714.672.0331 www.lslcpas.com Orange County • Temecula Valley • Silicon Valley C[Plli 1C0 PU011611C�PIIN TIN fS Jill R. Ingram City of Seal Beach August 28, 2012 Towards this end, we would like to propose a not to exceed contract of $25,000 to perform your due diligence review. Please sign below to acknowledge your understanding of these time constraints and acceptance of this agreement and return to my attention. Should you or any other representative of the City of Seal Beach have additional questions regarding this agreement, please do not hesitate to contact Debbie Harper, Partner at (714) 672 -0022. Very truly yours, i r Jill R. Ingram, City of Seal Beach Date f._.J n EXHIBIT B HOURLY RATES (Effective September 1, 2012) 14 of 14 1 � 0 1 i •, 5 CERTIFIED PUBLIC ACCOUNTANTS Brandon W. Burrows, CPA David E. Hale, CPA. CFP A Professional Corporation Donald G. Slater, CPA Richard K. Kikuchi. CPA Susan F. Matz. CPA Shelly K. Jackley, CPA Bryan S. Giuber. CPA Deborah A. Harper, CPA September 4, 2012 City of Seal Beach Victoria L. Beatley Director of Finance /City Treasurer 211 Eighth Street Seal Beach, CA 90740 Partner $220 Manager $135 Supervisory $110 Staff $100 Lance, Sell & Lunghard, LLP 203 North Brea Boulevard • Suite 203 - Brea. CA 92821 • TEL: 714.672.0022 • Fax: 714.672.0331 www.1sicoas.com Orange County • Temecula Valley . Silicon Valley