Public Accounting Services

Agency: Antelope Valley Transit Authority
Contact: Judy Vaccaro (jvaccaro@avta.com)
Phone: 661.729.2234
Deadline: 05/18/2011

REQUEST FOR PROPOSALS

RFP No. 2011-03-003

Public Accounting Services

DUE DATE: May 18, 2011; 4:00 P.M. (PDT)

Responses to this RFP are to be submitted to:

Julie Austin, Interim Executive Director
Antelope Valley Transit Authority
42210 6th Street West
Lancaster, CA 93534
661.729.2234

Proposals received after this date and time will not be considered. Questions in writing regarding the request should be addressed to Julie Austin, e-mail: jaustin@avta.com. Please indicate “Public Accounting Services” in all communications pertaining to this solicitation.

I. INTRODUCTION

The Antelope Valley Transit Authority (“AVTA”) is seeking a highly qualified and experienced Certified Public Accounting firm to audit the financial statements (as described in the scope of work) for the fiscal years ending June 30, 2011, 2012 and 2013. This is a three-year engagement with two additional one-year options, to be exercised at the sole discretion of AVTA.

II. BACKGROUND

The Cities of Lancaster and Palmdale and the County of Los Angeles joined together in 1992 to create the AVTA to meet the growing need for public transportation in the Antelope Valley.

The AVTA began transit service on July 1, 1992 with three services: Transit, Commuter and Dial-A-Ride. A fourth service, Access Services was added in 1996 to serve the disabled as a “complementary paratransit service” in accordance with the Americans with Disabilities Act. In 1998 the Tuesday Medical Shuttle was created, which offered rides to nine major medical facilities in the Los Angeles basin and San Fernando Valley.

The AVTA’s customer base has grown steadily each year, to the point where it has nearly tripled the number of passenger trips in just over a decade of operation. In response to the Board’s mandate to operate responsibly, the AVTA pays for a much higher share of its costs through fares compared to other transit systems in Los Angeles County.

The AVTA is governed by a six-member Board of Directors with two members appointed by the Los Angeles County Board of Supervisors, two members appointed by the City of Lancaster City Council, and two members appointed by the City of Palmdale City Council. The AVTA professional staff is managed by an Executive Director (this position is currently occupied by an Interim Executive Director).

Board of Directors meetings are held the fourth Tuesday of each month at 10:00 a.m. in the AVTA’s Boardroom. Transit Advisory Committee meetings are held the second Tuesday of each month at 10:00 a.m. in the AVTA’s Boardroom. The Boardroom is located adjacent to the lobby of the AVTA’s Administration, Operations, and Maintenance facility at 42210 6th Street West in Lancaster.

III. OVERVIEW OF ENGAGEMENT

Objective of Audit

The objective of the audit is to examine the AVTA’s financial statements and express an opinion as to whether they have been accurately and fairly prepared, in all material respects, in conformity with accounting principles generally accepted in the United States of America. In addition, the audit is to report on certain management practices (as defined in this Request for Proposal) when considered in relation to the financial statements taken as a whole. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. The audit will include tests of the accounting records of AVTA and other procedures considered necessary to enable the expression of such an opinion. If the opinion on the financial statements is other than unqualified, the auditor will fully discuss the reasons with AVTA in advance. If, for any reason, the auditor is unable to complete the audit or is unable or unwilling to form an opinion, they may decline to express an opinion or to issue a report as a result of the engagement.

AVTA Management Responsibility

The management of the AVTA is responsible for establishing and maintaining internal control for compliance with laws, regulations, contracts, and agreements. In fulfilling this responsibility, estimates and judgments by management will be required to assess the expected benefits and related costs of the controls. The objective of internal control is to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management’s authorizations and recorded properly to permit the preparation of financial statements in accordance with United States generally accepted accounting principles.

Management is responsible for making all financial records and related information available to the auditor. Management will provide such information required for the audit and they are responsible for the accuracy and completeness of that information. The auditor will advise AVTA about appropriate accounting principles and their application and will assist in the preparation of the financial statements, but the responsibility for the financial statements remains with AVTA. As part of the engagement, the auditor may propose standard, adjusting, or correcting journal entries to the financial statements. AVTA is responsible for reviewing the entries and understanding the nature of any proposed entries and the impact they have on the financial statements. That responsibility includes the establishment and maintenance of adequate records and effective internal controls over financial reporting, the selection and application of accounting principles, and the safeguarding of assets. Management is responsible for adjusting the financial statements to correct material misstatements and for confirming to the auditor in the representation letter that the effects of any uncorrected misstatements aggregated by the auditor during the current engagement and pertaining to the latest period presented were immaterial, both individually and in the aggregate, to the financial statements taken as a whole.
AVTA is responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing the auditor about all known or suspected fraud affecting the government involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. AVTA will be responsible for informing the auditor of knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, regulators, or others. In addition, AVTA will be responsible for identifying and ensuring that the agency complies with applicable laws and regulations.

IV. NATURE OF SERVICES

The following provides a discussion of the services to be provided in regard to the auditing of the AVTA’s basic financial statements for the fiscal years ending June 30 of 2011, 2012 and 2013:

Auditing Standards

To meet the requirements of this RFP, the audit shall be performed in accordance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office’s Government Auditing Standards, the provisions of the Single Audit Act and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State and Local Governments.

General Auditing of Financial Statements

The auditor shall perform all tasks necessary to prepare all reports and forms, and conduct all necessary audits, as required by the Transportation Development Act, including Sections 99243 and 99245 of the California Public Utilities Code. This shall include the preparation of the Transit Operators Financial Transactions Reports required by Public Utilities Code Section 99243. The reports, forms and audits shall be prepared in compliance with all laws and regulations relevant thereto, including Sections 6662, 6664, and 6667 of the California Code of Regulations. In addition, the audit shall be expanded to include verification of receipt and appropriate expenditure of bond funds pursuant to Public Utilities Code Section 8879.55, including Proposition 1B funds.
The audit will include tests of documentary evidence supporting the transactions recorded in the AVTA financial accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. The auditor may request written representations from AVTA’s attorneys as part of the engagement; AVTA understands it may be billed for responding to that inquiry. At the conclusion of the audit, the auditors may also require certain written representations from AVTA about the financial statements and other related matters.

As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, the auditor will perform tests of AVTA’s compliance with applicable laws and regulations and the provisions of contracts and agreements. The audit shall include testing for adherence to personnel policies and procedures, focusing on travel and conferences, petty cash, and the use of AVTA credit cards.

While the objective of the audit will not be to provide an opinion on overall compliance (and the auditor will not be expected to express such an opinion), the auditor will inform AVTA of any material errors that come to their attention, and will inform AVTA of any fraudulent financial reporting or misappropriation of assets that comes to their attention. The auditor will also inform AVTA of any violations of laws or governmental regulations that come to their attention, unless clearly inconsequential. The responsibility as auditors, is limited to the period covered by the audit and does not extend to matters that might arise during any later periods for which they are not engaged as auditors.

Internal Controls

The auditor will obtain an understanding of the design of the relevant AVTA internal controls, ascertain if they have been placed in operation, and assess control risk. Tests may be performed of certain controls that the auditor considers relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Tests of controls are required only if control risk is assessed below the maximum level. The auditor’s tests, if performed, should be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in the report on internal control issued pursuant to Government Auditing Standards.

An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, the auditor should inform the governing body or audit committee of any matters involving internal control and its operation that they consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to the auditor’s attention relating to significant deficiencies in the design or operation of the internal control that, in their judgment, could adversely affect the entity’s ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. The auditor should also inform AVTA of any non-reportable conditions or other matters involving internal control, if any, as required by Government Auditing Standards.

Audit Retention and Destruction

The audit documentation for this engagement shall be retained for a minimum of seven years after the date the auditors’ report is issued or for any additional period requested by the grantor agency. If the auditor is aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, they will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation.

Audit Administration

In addition to the above standards, the auditor should make full provisions to be in complete compliance with the new “Governmental Auditing Standards” independence requirements and the California Sarbanes-Oxley Act independence and partner rotation requirements.
The audit documentation for this engagement will be the property of the firm awarded this contract and constitutes confidential information about AVTA which will not be disclosed except as required/permitted by law. However, pursuant to authority given by law or regulation, the auditor may be requested to make certain work papers available to a grantor agency or its designee, a federal agency providing direct or indirect funding, or the U.S. General Accounting Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. The auditor will notify AVTA of any such request. If requested, access to such audit documentation will be provided under the supervision of the awarded contract agency’s personnel. Furthermore, upon request, the auditor may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies.
Government Auditing Standards require that the auditor provides AVTA with a copy of their most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Peer review and reports must be submitted to AVTA prior to contract signing.
Board Presentations
On a quarterly basis, the auditor shall give the Board of Directors a presentation regarding the status of the audit. As part of such presentation, the auditor shall inform the Board of Directors of any impediments to the timely completion of the audit including any instances of AVTA personnel continually being unavailable or not providing necessary items.

V. PROPOSAL FORMAT

In order to achieve consistency in the type of information to be reviewed by the AVTA, all responses to this RFP will be expected to employ a standard format using the same naming and numbering conventions provided below:

1. Transmittal Letter
1.1. The transmittal letter must be signed by a duly authorized representative of the Proposing Firm and must include the name, title, address, telephone number, fax number and e-mail address of the person or persons to contact who are authorized to represent the proposer and to whom correspondence should be directed.
1.2. Provide an overview of the Proposing Firm including a summary of its history.
1.3. Describe why you believe that your firm is the best qualified to perform the services requested.

2. Table of Contents
2.1. Include a clear identification of the material by section and page number.

3. Proposing Firm Background
3.1. Describe your firm’s background and history, including the number of years in business and a client list.
3.2. Describe your firm’s experience in providing auditing services to public agencies in general and transit authorities in particular.
3.3. Identify the location of office(s) that would serve the AVTA.
3.4. Describe the extent of support services that are available (clerical, paraprofessional, other staff, etc.).
3.5. Provide an affirmative statement that the firm and all key professional staff assigned to this engagement are properly licensed to practice in the State of California.

4. Assigned Audit Manager
4.1. Please provide a resume for the individual being proposed as Audit Manager for this engagement. This resume must include the following information:
• Name and office location.
• Length of employment with Proposing Firm.
• Education and accounting training (including scholastic honors and professional affiliations).
• Transit authority and/or other local public sector experience.
• Description of other types of clientele served.

5. Other Assigned Audit Staff
5.1. Please provide a resume for the individual(s) being proposed to assist the Audit Manager with this engagement. This must include the same information as identified in Section 4.1 above.

6. Service Delivery
6.1. Please provide an example of an audit that your firm has prepared for the governing body of a public agency within the last two (2) years.
6.2. Describe your firm’s billing preference and practice (e.g., method of payment, payment terms, and procedures for billing expenses, etc.).

7. Specific Audit Approach
The proposal should set forth a detailed work plan, including an explanation of the audit methodology to be followed, to perform the services required in this request for proposal. Proposers will be required to provide the following information on their audit approach:

7.1. Proposed segmentation of the engagement.
7.2. Level of staff and number of hours to be assigned to each proposed segment of the engagement.
7.3. Extent of use of computer assisted auditing techniques in the engagement.
7.4. Approach to be taken to gain and document an understanding of the AVTA’s internal control structure.
7.5. Approach to be taken in determining laws and regulations that will be subject to audit test work.
7.6. Approach to be taken in drawing audit samples for purposes of tests of compliance.
7.7. Type and extent of analytical procedures to be used in the engagement.
7.8. Approach to be taken while working with the AVTA’s Board, the Administration, Audit Committee, and AVTA staff regarding audit issues.

8. Fee for Service
The evaluation of proposals submitted in response to this RFP will be based on professional qualifications. Fees are a secondary consideration and will only become a factor in the selection process if the Evaluation Committee determines that there is a relatively close ranking between two or more firms, after the completion of the oral interviews. Each proposal’s fee information should include the following information:

8.1. The cost to prepare the audit of the AVTA’s basic financial statements and footnote disclosures as well as the management letter relating to the AVTA’s internal controls.
8.2. An estimate of the cost of travel and/or out-of-pocket expenses that will be sought as reimbursable expenses.

9. References
9.1. Provide contact information for three public sector clients for whom audit services have been provided in the last three years (at least one of these references should be a special district or joint powers entity). Please include the contact person’s name, title, organization, phone, and email address.

VI. Selection Process and Criteria

The AVTA Board shall designate an Evaluation Committee to review all submitted proposals and make recommendations. This Evaluation Committee will assess the merits of each Proposing Firm’s proposal based on the degree to which the firm meets the following criteria:
1. Responsiveness to the information requested in the RFP.
2. The Proposing Firm is properly licensed to practice in the State of California.
3. The Proposing Firm has no conflicts of interest with regard to any work performed by the firm for the AVTA, and all potential conflicts have been identified. This will be based on an assessment of the firm’s client list and the extent to which the firm may represent related entities whose interests may conflict with AVTA.
4. Understanding of the scope of services required.
5. Depth and breadth of experience and expertise in providing local government auditing services, most specifically as it relates to special districts and joint-powers entities.
6. References.
7. Range and quality of services provided by the Proposing Firm.
8. Demonstrated capability to perform auditing services promptly and in a manner that permits the AVTA Board and its staff to meet established deadlines and to operate in an effective and efficient manner.
9. Communication skills as demonstrated through interviews and reference checks.
10. Cost of services.
Following receipt of the Evaluation Committee’s recommendations, the AVTA Board may schedule interviews with one or more Proposing Firms. These interviews will allow the designated firms an opportunity to answer any questions the AVTA may have regarding their proposals. Participation in the interviews will be at no cost to the AVTA.

During the evaluation process, the AVTA reserves the right, where it may serve the AVTA’s best interest, to request additional information or clarification from proposing firms, or to allow corrections of errors or omissions.

An award resulting from this RFP shall be made to the most responsive and responsible firm whose Proposal is determined to be most advantageous to the AVTA, taking into consideration evaluation factors contained herein; however, the AVTA reserves the right to reject in whole or in part, any and all Proposals received, to waive all technicalities, or to negotiate any term(s) or provision(s) of such Proposals, such rejections, waiver, or negotiation to be accomplished in any manner necessary to serve the best interests of the AVTA. It also reserves the right to be the sole judge of the suitability of any and all Proposals for use by the AVTA. The AVTA reserves the right to reject or otherwise disregard, in whole or in part, any ambiguous Proposal or Proposals which are uncertain as to terms, delivery, quantity or compliance with specifications.

The selected firm will be notified of acceptance of its Proposal by a formal Notice of Award and shall enter into a Contract with the AVTA on terms mutually agreeable to the AVTA and the selected firm. The AVTA reserves the right to develop and impose additional performance and/or technical requirements or terms and conditions before entering into a contract. Said additional requirements, terms and conditions shall be based on the particular characteristics of the Proposal under consideration.

Negotiation of a contract will be in conformance with applicable federal, state and local laws, regulations and procedures. The objective of the negotiations will be to reach agreement on all provisions of the proposed contract.

Upon successful contract negotiations, the AVTA staff will present the required documentation to the AVTA Board for approval and award of contract. The AVTA reserves the right to enter into a contract with any Proposing Firm based upon the initial Proposal or on the basis of a best and final offer without conducting oral interviews.
The successful firm shall be issued a written Notice to Proceed. Any services provided prior to receipt of the Notice to Proceed shall be at the sole risk and expense to the firm.

VII. Schedule

The AVTA anticipates that the process for recruiting and selecting a firm to provide audit services shall conform to the following schedule:

Activity Date
AVTA approval of Request for Proposals for Audit Services (RFP) March 22, 2011
RFP Issued March 28, 2011
Mandatory Proposer’s Meeting April 13, 2011
9:00 am PDT
Last Date to Submit Written Questions and Requests for Clarification April 18, 2011
Responses to Questions / Addendums posted to www.avta.com
April 21, 2011
Proposals Due to AVTA May 18, 2011
4:00 pm PDT
Tentative Interview Dates May 31-June 2, 2011
AVTA Selection of Firm June 6, 2011
Issuance of Notice of Intent to Award Contract June 7, 2011
Commence Period of Exclusive Negotiation with Selected Firm June 7, 2011
Approval of Contract for Audit Services June 28, 2011
Issuance of Notice to Proceed July 1, 2011

It should be noted that all Proposing Firms will be expected to attend a mandatory Proposer’s Conference on Wednesday April 13, 2011 at 11:00 am Pacific Daylight Time. The purpose of this conference will be to review the requirements contained in the AVTA’s Request for Proposals, discuss the information that is to be included in the proposals, and answer any questions.

It should also be noted that the schedule above is for planning purposes and is subject to change.

VIII. Submittal Information

Firms desiring to respond to this RFP should submit five (5) copies of their Proposals + 1 electronic copy, in a sealed envelope marked “Antelope Valley Transit Authority: Proposal for Financial and Compliance Audit Services” prior to the closing date of Wednesday May 18, 2011 4:00 pm PDT All late submittals will be rejected and returned unopened. Early responses are acceptable; proposals will not be opened until after the submittal deadline.

Proposals for Audit Services should be delivered to:

Antelope Valley Transit Authority
42210 6th Street West
Lancaster, California 93534
Attn: Julie Austin, Interim Executive Director

Questions concerning this Request for Proposals should be directed to Ms. Julie Austin, Interim Executive Director, at (661) 729-2206. Please note that in an effort to maintain the integrity of the selection process, all Proposing Firms are prohibited from contact with members of the AVTA Board outside of the formal interview process.

It is the sole responsibility of the Proposing Firm to ensure that the proposal is delivered before the closing date, at the above address. No oral, telegraphic, electronic, facsimile, or telephonic proposals or modifications will be considered. The AVTA is not responsible for deliveries made to any place other than the specified address. Postmarks prior to the deadline are not sufficient for acceptance.

Proposals must be signed by a duly authorized officer(s) eligible to sign contract documents for the firm. Consortiums, joint ventures, or teams submitting Proposals, although permitted and encouraged, will not be considered responsive unless it is established that all contractual responsibility rests solely with one firm or one legal entity. The proposal should indicate the responsible entity.

IX. Other RFP Provisions

In addition to the General Contract Conditions contained in Appendix B, the following are other general provisions relating to this RFP:

A. Proposing Firm’s Responsibility. Each firm shall fully acquaint itself with conditions relating to the scope and restrictions attending the execution of the services under the conditions of this RFP. The failure or omission of a firm to acquaint itself with existing conditions shall in no way relieve it of any obligation with respect to the Proposal submitted by the firm or to any contract resulting from this RFP.
Should a Proposing Firm find discrepancies or omissions in this RFP, or should the firm be in doubt as to meanings, the firm shall at once notify the AVTA in writing prior to the last day for written questions as specified in Section VII. If additional clarification is warranted, a written addendum will be sent to all persons or firms receiving this RFP. The AVTA will not be responsible for (i) any oral instructions nor (ii) any written materials.

By submission of its Proposal, the Proposing Firm represents and warrants that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, services, supplies, materials, or equipment called for in the solicitation; that it has checked the Proposal for errors and omissions; that the prices and costs stated in its Proposal are correct and as intended by it; and, are a complete and correct statement of its prices and costs for providing the labor, services, supplies, materials, or equipment required.

B. Waiver of Rights. By submitting a response to this RFP, the Proposing Firm waives all rights to seek legal remedies regarding any aspects of the RFP and the AVTA’s selection process.

C. Ownership of Documents. All Proposals submitted become the property of the AVTA and information therein shall become public property subject to disclosure laws. The AVTA reserves the right to make use of any information or ideas contained in submitted proposals. Furthermore, the AVTA is not liable for any costs or expense incurred in the preparation of a response to this RFP.

D. RFP Revision and Addenda. The AVTA reserves the right, when necessary, to postpone the times at which Proposals are scheduled to be received and opened, and to amend part or all of the RFP. Prompt notification of such postponement or amendment will be given by the AVTA to all Proposing Firms who have requested or received copies of the RFP. In the event it becomes necessary to revise any part of the RFP, addenda will be provided to all firms who received or requested the RFP. Receipt of all Addenda must be acknowledged in the Proposals received by the AVTA.

E. Limitations Based on AVTA Funding. All Proposing Firms are notified that the contract for this service is contingent upon Federal and State funding appropriations and that in the event that funding is eliminated, decreased, or not granted, the AVTA reserves the right to terminate this solicitation, any contract awarded hereunder or modify any contract or this RFP accordingly. The AVTA makes no representations that any contract will be awarded to any Proposing Firm responding to this RFP.

F. Protest Procedure. Any protest must set forth all specific grounds of protest in detail and explain the factual and legal basis for each issue raised.
1. Any Proposing Firm that is aggrieved in connection with the solicitation of a contract may protest. Any such protest must be delivered in writing eight days prior to the closing of the solicitation period or within eight days of the issuance of an addendum thereto, if the addendum is at issue.
2. Any Proposing Firm that is aggrieved in connection with the intended award or award of a contract shall protest to the Interim Executive Director. Any such protest must be delivered in writing within eight days of the date the notice of award or intent to award is posted.

G. Disadvantaged Business Enterprise (DBE). In connection with the performance of this contract, the successful proposer must complete the representation form in Appendix A. It is expected that the successful proposer will cooperate with the AVTA in meeting its commitments and goals with regard to the maxi¬mum utilization of DBE’s and will use its best efforts to ensure that DBE’s shall have the maximum practicable opportunity to compete for any subcontract work under this contract. The AVTA’s current DBE Goal is 8.56%.
Certification, which is based on 49 C.F.R. Part 26, is acceptable from any Certifying Agency within the California Unified Certification Program (CUCP). The certifying agencies in our region are:

o City of Los Angeles at www.lacity.org/bca

o Orange County Transportation Authority (OCTA) at www.octa.net

o County of Orange John Wayne Airport at www.ocair.com

o Los Angeles County Metropolitan Transportation Authority at www.metro.net

Certification must be current. A list of certified firms can be found at: www.caltrans.ca.gov/hq/bep/work_files.htm
http://www.dot.ca.gov/hq/bep/find_certified.htm
http://troe.dot.ca.gov/index.html

Antelope Valley Transit Authority
Request for Proposals for Audit Services

APPENDIX A – DISADVANTAGED BUSINESS ENTERPRISE (DBE)

The following representation relative to Disadvantaged Business Enterprise is required to be returned as part of the Proposal Packet.
1. The Proposing Firm represents as a part of its proposal that it (mark one with an X):
□ is
□ is not
a Disadvantaged Business Enterprise (DBE).

2. This proposal provides for the following Disadvantaged Business Enterprise participation:

___________________________ $__________________
Firm Name

___________________________ $__________________
Firm Name

___________________________ $__________________
Firm Name

Total $__________________

% of Total Contract __________

The Proposing Firm hereby certifies that it will comply in full with the disadvantaged business enterprise provisions of this contract, as outlined in this section.
a. It is the policy of the federal Department of Transportation (DOT) and of the AVTA, that disadvantaged business enterprises, as defined in 49 C.F.R. Part 26 and the Program for Assistance to Disadvantaged Business Enterprises (hereinafter referred to as “DBE Program”) of the AVTA shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under any agreement between the AVTA and DOT. Consequently, the DBE requirements of 49 C.F.R. Part 26 apply to this contract.
b. The Proposing Firm hereby agrees to ensure that disadvantaged business enterprises as defined in 49 C.F.R. Part 26 have the maximum opportunity to participate in the performance of this contract and any related subcontract(s) financed in whole or in part with Federal funds. In this regard, the Proposing Firm shall take all necessary and reasonable steps in accordance with 49 C.F.R. Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Neither the AVTA nor the Proposing Firm, nor any subcontractor thereto shall discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts.
c. The Proposing Firm hereby agrees to comply with the DBE participation goals established by the AVTA.
d. During the performance of this contract, the Proposing Firm shall keep such records as are necessary to determine compliance with its disadvantaged business enterprise utilization obligations. The records to be kept by the Proposing Firm shall be designed to indicate the following:
(i) The actual disadvantaged and non-disadvantaged business enterprises, the type of work being performed by each, and the actual dollar values of work, services and procurements;
(ii) The progress and efforts being made in seeking out disadvantaged business enterprises organizations and individual disadvantaged business enterprises for work on this project; and
(iii) Documentation of all communications, including correspondence, contracts, telephone calls, etc. to obtain the services of disadvantaged business enterprises on a project.
The Proposing Firm shall submit reports, on at least a monthly basis, of contracts and other business enterprises as documented by the records herein referred to. These reports shall be submitted to the DBE Officer not later than the fifteenth (15th) of each month for the preceding month’s activity.
e. All records required by the provision hereof to be kept by the Proposing Firm shall be retained for a period of three (3) years following completion of the contract work. Said records shall be made available for inspection upon request by DOT and/or the AVTA.
f. The provisions of this section shall further be deemed applicable to any subcontracts executed by the Proposing Firm pursuant to this contract. As part of any such subcontract, the Proposing Firm shall secure from the subcontractor a certified copy of this section, a copy of which shall be provided to the DBE Officer.
g. Failure on the part of the Proposing Firm or any subcontractor thereto to carry out any applicable provision of this Schedule shall constitute a breach of contract and, after notification to DOT, may result in termination of the contract by the AVTA or other such remedy as the AVTA deems appropriate.

Signed:_____________________________

Antelope Valley Transit Authority
Request for Proposals for Audit Services

APPENDIX B – GENERAL CONTRACT CONDITIONS

SEC. 1 NO FEDERAL GOVERNMENT OBLIGATIONS

Notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, the Federal Government shall not be subject to any obligations or liabilities to the Contractor, or any other person, other than AVTA, in connection with the performance of this Contract.
SEC. 2 INTERESTS OF MEMBERS OF, OR DELEGATES TO, CONGRESS

In accordance with 18 U.S.C. Section 431, no member of, or delegate to, the Congress of the United States shall be admitted to any share or part of the Contract or to any benefit arising there from.
SEC. 3 CONFLICT OF INTEREST

No employee or Board Member of AVTA shall participate in the selection, or in the award or administration, of the Contract if a conflict of interest, real or apparent, would be involved. Such a conflict is determined in accordance with the Conflict of Interest Code adopted by the AVTA Executive Board.
AVTA’s employees and Board Members shall not solicit, demand nor accept from any person anything of a pecuniary value for, or because of any action taken or to be taken, in the performance of their duties.
SEC. 4 ORGANIZATIONAL CONFLICT OF INTEREST

Prior to entering into this contract, the Contractor is required to inform AVTA of any real or apparent organizational conflict of interest. Such organizational conflict of interest exists when the nature of the work to be performed under a contract may result, without some restriction on future activities, in an unfair competitive advantage to the contractor, or may impact the contractor’s objectivity in performing the contract work.
SEC. 5 LOBBYING

As a recipient of Federal funds, AVTA is required to certify compliance with the influencing restriction and efforts of Contractors to influence Federal officials regarding specific procurements in excess of $100,000 that must be disclosed pursuant to Section 1352, Title 31, of the United States Code. Disclosure of these restrictions or indication of compliance must be indicated by the Contractor on forms supplied by AVTA. A covered contractor will be required to complete and submit to AVTA the certification form in Attachment 1 to this Appendix. If the Contractor has engaged in lobbying activities, then OMB Standard Form LLL “Disclosure of Lobbying Activities” must also be completed and submitted to AVTA. All forms must be completed and submitted to AVTA prior to contract execution.
SEC. 6 FALSE OR FRAUDULENT STATEMENTS AND CLAIMS

By executing this Contract, the Contractor acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties under the program Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.), as it may be amended, and the U.S. DOT regulations (49 C.F.R. Part 31). Contractor shall include the above clauses in each Subcontractor agreement financed in whole or in part with Federal assistance provided by the DOT.
SEC. 7 DEBARMENT/SUSPENSION STATUS

The Contractor shall provide AVTA with a certification addressing its debarment and suspension status and the status of its principals. During the terms of the Contract, the Contractor shall inform AVTA of any change in the suspension or debarment status of the Contractor or its principals within ten days after such change occurs.
By submitting a proposal to AVTA, Contractor certifies that neither it nor its “principals” nor affiliates, as defined in the Code of Federal Regulations (2 C.F.R. Part 180), is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the contract that may be entered into as a result of this bid by any federal department or agency.
The certification in this clause is a material representation of fact relied upon by the City. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to remedies available to the Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
Contractor agrees to comply with the requirements of 2 C.F.R. Part 180 and 2 C.F.R. Part 1200 throughout the period of this Agreement. Consultant further agrees to include a provision requiring such compliance in its lower tier covered transactions.
SEC. 8 EQUAL EMPLOYMENT OPPORTUNITY

The Contractor shall comply with the equal opportunity provisions of the Civil Rights Act of 1964, as amended, Executive Orders Numbers 11375 and 11246 as amended and as supplemented in the Department of Labor Regulations 41 C.F.R. Part 60 and of the rules, regulations, and relevant orders of the Secretary of Labor. In connection with the performance of the Contract, the Contractor shall comply with all of the clauses set forth in 41 C.F.R. 60-1.4(b) as if such clauses were set forth in their entirety in this Contract. The Contractor agrees that it will also include such clauses in each nonexempt subcontract. In addition, if appropriate, the contractor agrees to comply with the clauses set forth in 41 C.F.R. 60-4 as if such clauses were set forth in their entirety in this Contract.

SEC. 9 DISADVANTAGED BUSINESS ENTERPRISE (DBE)

It is the policy of AVTA that DBEs, as defined in 49 C.F.R. Part 26, shall have an equal opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the DBE requirements of 49 C.F.R. Part 26 shall apply to this Contract.
The Contractor agrees to ensure that DBEs as defined in 49 C.F.R. Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under the Contract. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with 49 C.F.R. Part 26 to ensure that DBEs have the maximum opportunity to compete for and perform contracts. The Contractor shall not discriminate on the basis of race, color, national origin, physical or mental disability, or sex in the award and performance of DOT assisted contracts.
Neither the Contractor, nor any Subcontractor, shall discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.
The established goals for the Contract shall be in accordance with AVTA’s current Disadvantaged Business Enterprise Program. The established DBE participation goal for the Fiscal Year 2010/2011 is 8.56 percent.
SEC. 10 RIGHTS IN DATA AND COPYRIGHTS

The Contractor agrees that the use of any data produced or delivered under the terms of this Contract including, but not limited to, engineering drawings and associated lists, specifications, process sheets and technical reports, shall be the property of AVTA. In addition, the Contractor agrees that it will not publish such data without the written consent of AVTA, and, if appropriate, the Federal Government.

SEC. 11 PATENT RIGHTS

The Contractor agrees that if any invention, improvement, or discovery is conceived of or first actually reduced to practice in the course of or under the Contract, and that invention, improvement, or discovery is patentable under the laws of the United States or any foreign country, the rights and responsibilities of the Contractor pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws and regulations, including any waiver thereof.

SEC. 12 PROGRESS PAYMENTS

At its sole discretion, AVTA may determine that it is appropriate to make progress payments for completed portions of work under this Contract and/or for materials delivered under this Contract and which materials are considered subject to the control of AVTA. If progress payments are used, AVTA will obtain title to the materials and/or work in progress for which progress payments are made.

SEC. 13 COMPLIANCE WITH LAWS AND PERMITS

The Contractor shall give all notices and comply with all existing and future Federal, state, and local laws, ordinances, rules, regulations, and orders of any public authority bearing on the performance of the Contract, including, but not limited to, the laws referred to in these provisions of the Contract and in the other Contract documents. If the Contract documents are at variance therewith in any respect, any necessary changes shall be incorporated by appropriate modification. Upon request, the Contractor shall furnish certificates, indicating compliance with all such laws, orders, and regulations, to AVTA’s Executive Director.

SEC. 14 AUDIT AND INSPECTION OF RECORDS

The Contractor agrees that AVTA, the Comptroller General of the United States, and the Secretary of Transportation, or any of their duly authorized representatives, shall, for the purpose of audit and examination, be permitted to inspect all books, documents, work, materials, and other data and records, and to audit the books, records, and accounts relating to the performance of the Contract. Further, the Contractor agrees to maintain all required records for at least three (3) years after AVTA has made final payment and all other pending matters are closed.

SEC. 15 DISPUTES

A. Any dispute between the Contractor and AVTA relating to the implementation or administration of the Contract shall be resolved in accordance with this Section.

B. The parties shall first attempt to resolve the dispute informally in meetings or communications between the Contractor and the AVTA Executive Director. If the dispute remains unresolved 15 days after it first arises, the Contractor may request that the AVTA Executive Director issue a recommended decision on the matter in dispute. The AVTA Executive Director shall issue the recommended decision in writing and provide a copy to the Contractor.

C. The recommended decision of the AVTA Executive Director shall become final unless, within 15 days of receipt of such recommended decision, the Contractor submits a written request for review to the AVTA Board. In connection with any such review, the Contractor and the AVTA Executive Director shall be afforded an opportunity to be heard and to offer evidence on the issues presented. If the dispute remains unresolved after review by the AVTA Board, either party may seek judicial resolution of the dispute in an appropriate Court of the State of California.

D. Pending final resolution of a dispute under this Section, the Contractor shall proceed diligently with performance in accordance with the Contract and the AVTA Executive Director’s recommended decision.

SEC. 16 CANCELLATION OF CONTRACT

In any of the following cases, AVTA shall have the right to cancel the Contract without expense to AVTA: (1) the Contractor is guilty of misrepresentation; (2) the Contract is obtained by fraud, collusion, conspiracy, or other unlawful means; or (3) the Contract conflicts with any statutory or constitutional provision of the State of California or the United States. This Section shall not be construed to limit AVTA’s right to terminate the Contract for convenience or default.
SEC. 17 TERMINATION FOR CONVENIENCE

The performance of work under the Contract may be terminated by AVTA in accordance with this Section in whole, or from time to time in part, whenever AVTA determines, upon recommendation of the AVTA Executive Director, that such termination is in the best interest of AVTA. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective.
Upon receipt of a notice of termination, and except as otherwise directed by the AVTA Executive Director, the Contractor shall (1) stop work under the Contract on the date and to the extent specified in the notice of termination; (2) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the Contract as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination; (4) assign to the AVTA in the manner, at the times, and to the extent directed by the AVTA Executive Director, all of the right, title and interest of the Contractor under the orders and subcontracts so terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of AVTA, to the extent the AVTA Executive Director may require, which approval or ratification shall be final for all the purposes of this Section; (6) transfer title to AVTA and deliver in the manner, at the times, and to the extent, if any, directed by the AVTA Executive Director, supplies, equipment, and other material produced as a part of, or acquired in connection with the performance of, the work terminated, and any information and other property which, if the Contract had been completed, would have been required to be furnished to AVTA; (7) complete any such part of the work as shall not have been terminated by the notice of termination; and (8) take such action as may be necessary, or as the AVTA Executive Director may direct, for the protection and preservation of the property related to the Contract which is in the possession of the Contractor and in which AVTA has or may acquire an interest. Payments by AVTA to the Contractor shall be made by the date of termination but not thereafter. Except as otherwise provided, settlement of claims by the Contractor under this termination Section shall be in accordance with the provisions set forth in 48 C.F.R. Part 49, as amended from time to time.
SEC. 18 TERMINATION BY MUTUAL AGREEMENT

The Contract may be terminated by mutual agreement of the parties. Such termination shall be effective in accordance with a written agreement by the parties. Any other act of termination shall be in accordance with the termination by convenience or default provisions contained in this Appendix.
SEC. 19 TERMINATION FOR DEFAULT

A. Subject to the provisions of subsection C of this Section, AVTA may terminate the whole or any part of the Contract in any one of the following circumstances:
(1) If the Contractor fails to provide the goods or services in the manner required by the Contract;

(2) If the Contractor fails to perform any of the provisions of the Contract in accordance with its terms; or

(3) If the Contractor fails to make progress in the prosecution of the work under the Contract so as to endanger such performance.

B. In the event that AVTA terminates the Contract in whole or in part as provided in Subsection A of this Section, AVTA may procure, upon such terms and in such manner as the AVTA Executive Director may deem appropriate, supplies or services similar to those so terminated. The Contractor shall be liable to AVTA for costs associated with the termination of the Contract, the procurement of replacement services by AVTA, any excess costs of such similar supplies or services, and any increase in the total Contract cost as a result of the re-procurement of services from the date of termination to the expiration date of the original Contract. The Contractor shall continue the performance of the Contract to the extent not terminated under the provisions of this Section. Any disputes arising under this Section that cannot be resolved by the Contractor and AVTA are subject to resolution pursuant to Section 15.
C. If AVTA determines that an event of default under this Section has occurred, it shall immediately notify the Contractor in writing and provide the Contractor with ten (10) days in which to cure such default. If the Contractor fails to cure within such time frame, AVTA may declare the Contractor to be in default and terminate the Contract in whole or in part.
D. Except as otherwise provided, settlement of claims by the Contractor under this termination Section shall be in accordance to the provisions set forth in 48 C.F.R. Part 49, as amended from time to time.
SEC. 20 ENERGY CONSERVATION PLAN
Contractor shall comply with any and all mandatory standards and policies relating to energy efficiency which are contained in the California state energy conservation plan issued in compliance with the Federal Energy Policy and Conservation Act.

APPENDIX C – Federal Certification of Lobbying Restrictions
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of the CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

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