HomeMy WebLinkAboutP-25-059 Clifton Larson Allen LLP.pdf AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement'), dated February 3, 2025, is between Clifton
3 Larson Allen, LLP, a Minnesota limited liability partnership ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County published its Request for Quotation No. 24-037, entitled "Auditing Services
7 for the West Annex Jail Project," dated February 1, 2024, in order to seek the independent and
8 professional external audit services of a qualified certified public accounting firm for the final
9 program audit of the County construction project known as the West Annex Jail ("WAY or the
10 "Project'), located at 2208 Merced Street, Fresno, CA 9372).
11 B. The County published its Addendum 24-037, dated February 15, 2024 to its Request for
12 Quotation No. 24-037.
13 C. The County completed the construction of the Project for occupancy under Chapter 3.13,
14 Part 10b of Division 3 of Title 2 of the California Government Code (commencing at Section
15 15820.92) and the corresponding regulations set forth in Title 15, Division 1., Chapter I,
16 Subchapter 6 of the California Code of Regulations (collectively, the "SB 1022 Adult Local
17 Criminal Justice Facilities Construction Financing Program" or"SB 1022 Program").
18 D. The County represents that it has obtained the certificate of occupancy of the Project on
19 November 14, 2024.
20 E. The State is providing financing up to a maximum of Seventy-Nine Million and One-
21 Hundred Ninety-Four Thousand Dollars ($79,194,000) and the County is providing a Cash
22 (hard) Match (also called cash contribution) and an In-Kind (soft) Match (also called in-kind
23 contribution). State funds for the Project have been provided (and the remainder is expected to
24 be provided) and are administered through the Board of State and Community Corrections of
25 the State of California ("BSCC"), and the County Cash (hard) and the In-Kind (soft) Match have
26 been provided or will be provided, under the following amended agreement between the County
27 and the BSCC: State of California Board of State and Community Corrections Jail Construction
28 Agreement for Fresno County, Adult Local Criminal Justice Facility, dated August 16, 2017 (the
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1 "BSCC Agreement"), as amended by the First Amendment to Board of State and Community
2 Corrections SB 1022 Construction Agreement for Fresno County, dated August 16, 2017 (the
3 "First Amendment; together the BSCC Agreement and the First Amendment are the "Amended
4 BSCC Agreement").
5 F. The Amended BSCC Agreement is one of the transactions intended to finance the
6 Project pursuant to the SB 1022 Program. Other transactions for the State's financing of the
7 Project also involve the State Public Works Board of the State of California ("SPWB").
8 G. The County has informed the Contractor of the following:
9 Earlier, the County notified the BSCC and the SPWB of delays in Project completion,
10 and that since then, the SPWB informed the County that on or around July 1, 2022 the SPWB
11 determined that the Project was no longer suitable for purposes of issuing bonds through the SB
12 1022 Program, the SPWB repaid interim loans in their entirety through the 2022 Budget Act
13 (Item 5227-301-0001), no interim loans remain outstanding for the Project, no bonds have been
14 sold, and no other indebtedness has been incurred by the SPWB for the Project.
15 To address the State's determination, the SPWB, the BSCC, and the County will work
16 toward terminating the following agreements under proposed "bond termination" agreements
17 after the County's completion of the Project, the Contractor's completion of the performance of
18 its audit services under this Agreement, and any other related accounting of State funds paid
19 to the County:
20 . Project Delivery and Construction Agreement, dated May 31, 2016(the"PDCA,"
21 which is the master agreement for the SB 1022 program relating to the Project);
22 . Cooperation Agreement, dated August 4, 2017 (for certain existing County-
23 sponsored bonds); and
24 . Right of Entry Agreement, dated August 25, 2017 (for the County's construction
25 of the Project).
26 And the BSCC and the County will work toward terminating the following agreements
27 under a proposed "bond termination" agreement after the County's completion of the Project,
28 the Contractor's completion of the performance of its audit services under this Agreement, and
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1 any other related accounting of State funds paid to the County:
2 • Ground Lease, dated August 25, 2017 (for the West Annex Jail site); and
3 • Easement Agreement, dated August 25, 2017 (for the existing Jail Central Plant
4 that serves the WAJ and other facilities).
5 Negotiations among the parties on the "bond termination agreements" have been
6 suspended by the SPWB until such events have occurred.
7 The Amended BSCC Agreement will continue in effect, after taking into account the
8 "bond termination" agreements once they are entered into by the respective parties.
9 H. The parties desire that Contractor, as an external auditor, shall provide the independent
10 and professional external audit services for the final program audit of the Project according to
11 the terms and conditions of this Agreement.
12 The parties therefore agree as follows:
13 Article 1
14 Contractor's Services
15 1.1 Scope of Services. The Contractor shall perform all of its audit services (and the
16 nonaudit services in Exhibit A-11, entitled "Statement of Work-Audit Services-Special Purpose
17 Framework) set forth in Exhibit A to this Agreement, "Scope of Services" commencing upon the
18 Effective Date (as defined in Section 4.1 hereof).
19 1.2 Deadline for Completion of Program Audit: The Contractor shall complete the
20 performance of all of its audit services (and the nonaudit services in Exhibit A-11, entitled
21 "Statement of Work-Audit Services-Special Purpose Framework) under this Agreement,
22 including delivering the completed final program audit report, which provides thorough financial
23 reporting and analysis, to the County in accordance with the terms and conditions of this
24 Agreement, not later than May 16, 2025, pursuant to Section 1.1 hereof, so that the County may
25 review the final program audit report and timely deliver it to the BSCC, as required under the
26 Amended BSCC Agreement and any extension allowed by the BSCC, provided however, the
27 Contractor may request the County for one or more extensions (each of which shall not be more
28 than thirty (30) days), and Director of Public Works and Planning ("Director") or his designee will
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1 promptly request the BSCC to grant such request(s), and in the event the BSCC grants such
2 request(s), the Director or his designee will promptly so inform the Contractor.
3 1.3 Acknowledgement. The Contractor acknowledges and agrees that the BSCC and
4 the SPWB (also together known as the "Agencies" under the Amended BSCC Construction
5 Agreement) may rely upon Contractor's final program audit report for the purposes of the SB
6 1022 Program, including the Amended BSCC Construction Agreement. The Contractor
7 acknowledges that the County's delivery of the final program audit report to the BSCC, and the
8 Agencies' acceptance of the final program audit report, is necessary in order to assist the
9 County in the completion of its obligations under the Amended BSCC Agreement and to receive
10 from the BSCC the "Withhold Amount, the five percent retention ($3,959,700) (See Amended
11 BSCC Agreement, sec. 6.B.5).
12 1.4 Standards. The Contractor shall perform all of its audit services (and the nonaudit
13 services in Exhibit A-1, entitled "Statement of Work-Audit Services-Special Purpose
14 Framework) under this Agreement in accordance with (a) General Accepted Accounting
15 Principles (GAAP), (b), generally accepted auditing standards and government auding
16 standards for financial and compliance audits, (c) the Board of State and Community
17 Corrections Audit Guide, dated November 15, 2013, except for: Appendices B, D, and G
18 thereto for Youthful Offender Rehabilitative Facility Construction Financing Programs (the
19 "BSCC Audit Guide," Exhibit B-1 to this Agreement), and (d) the Amended BSCC Agreement,
20 Exhibit B-2 to this Agreement.
21 1.5 Standard of Care. The County will rely upon the special professional training,
22 expertise, and experience that the Contractor represents that it has concerning the scope of
23 services under this Agreement. Such reliance by the County is a material inducement to the
24 County entering into this Agreement with the Contractor. The Contractor shall perform all of its
25 audit services (and the nonaudit services in Exhibit A-1, entitled "Statement of Work-Audit
26 Services-Special Purpose Framework) under this Agreement with that level of due care and
27 skill ordinarily exercised by other qualified professional auditors in the field of the Contractor's
28 expertise acting under similar circumstances at the time such services are being provided. The
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1 County's acceptance of the Contractor's final program audit report shall not operate as a waiver
2 or release by the County as to these requirements of such standard of care in the Contractor's
3 performance of its audit services (and the nonaudit services in Exhibit A-1, entitled "Statement
4 of Work-Audit Services-Special Purpose Framework) under this Agreement.
5 1.6 BSCC Desk Review. The Contractor acknowledges and agrees that (a) the BSCC
6 has the responsibility of conducting a desk review of the Contractor's audit report to be
7 provided under this Agreement to determine whether the audit report is in conformance with
8 the provisions of the BSCC Audit Guide (See BSCC Audit Guide, p. 3), (b) conformance
9 problems are judged for materiality in relation to the audit report being reviewed, (c) if the
10 audit report has any major reporting problems or significant number of minor problems, the
11 audit report will be rejected (See BSCC Audit Guide, p. 3), (d) after review of the audit report,
12 the BSCC will mail written notification of the desk review results to the County and the
13 Contractor, (e) if the audit report is not accepted by the BSCC, notification letters will include a
14 brief description of each deficiency (See BSCC Audit Guide, p. 3), and (f) the Contractor is
15 required (at its own cost) to make necessary corrections and submit revisions promptly to the
16 satisfaction of the BSCC. Although County management is responsible for follow-up and
17 corrective action on all audit findings, the Contractor must perform procedures to assess the
18 reasonableness of the corrective action reported by the County and report as a current finding,
19 all prior audit findings which have not been properly addressed (See BSCC Audit Guide, p. 3).
20 1.7 Representations. The Contractor represents that it is qualified, ready, willing, and
21 able to perform all of the external audit services (and the nonaudit services in Exhibit A-1,
22 entitled "Statement of Work-Audit Services-Special Purpose Framework) required under this
23 Agreement. Without limiting the generality of the foregoing representation, Contractor
24 represents: (a)the Contractor has sufficiently available skilled and experienced professional
25 staff and sufficient resources for its audit team so that the Contractor can timely perform all of
26 its services under this Agreement, (b) the Contractor's organization has an independent
27 external peer review at least once every three years, (c) the Contractor has not served the
28 County in any capacity with respect to the Project, including, but not limited to, the preparation
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1 of, or advice with respect to, invoices for the Project, and (d) the Contractor's auditing
2 experience includes Contractor having performed five (5) other BSCC construction project
3 audits for other California counties.
4 1.8 Contractor's Audit Team Leader: The professional who will have primary
5 responsibility for the Contractor's services to the County under this Agreement, including
6 supervision of the audit team for the services to be provided under this Agreement, and
7 contact with the County's Representative, shall be Richard Gonzalez, CPA, Principal
8 ("Contractor's Audit Team Leader"). Contractor represents that Contractor's Audit Team
9 Leader is a certified public accountant (CPA), having sufficient knowledge of GAAP with
10 respect to the scope of the services to be provided under this Agreement. Contractor may not
11 replace Contractor's Audit Team Leader without the prior, express, written approval of the
12 Director or his designee. In case of the Contractor's Audit Team Leader 's death, illness or
13 other incapacity, or unavailability that will affect Contractor's timely performance under this
14 Agreement, or termination of his or her relationship with Contractor, Contractor shall promptly
15 provide a replacement professional of at least equal professional ability, licensure, and
16 experience as such professional being replaced.
17 1.9 Compliance with Laws. The Contractor shall, at its own cost, comply with all
18 applicable federal, state, and local laws and regulations in the performance of its obligations
19 under this Agreement, including but not limited to workers compensation, labor, and
20 confidentiality laws and regulations.
21 Article 2
22 County's Responsibilities
23 2.1 The Director shall designate a County's Representative who shall be the Contractor's
24 primary, day-to-day contact for purposes of this Agreement. Such County's Representative
25 initially shall be Lemuel Asprec, Financial Division Manager.
26 2.2 Make available all County records relevant to the Contractor's performance of its
27 services under this Agreement, excluding attorney-client privileged communications.
28 2.3 Compensate the Contractor under Section 3.2 hereof.
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1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
4 the performance of its services under this Agreement as described in this section. The
5 Compensation shall include all labor costs, taxes, fees, travel, and any other incidental costs
6 and expenses, in their quotation.
7 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
8 under this Agreement is a flat fee of Twenty-eight thousand, nine-hundred, eighty dollars
9 ($28,980.00). This maximum compensation is based on anticipated cooperation from the
10 County's personnel and their assistance in locating requested documents and requested
11 schedules. The Contractor is not entitled to any compensation except as expressly provided
12 under this section or Section 6.3 hereof. The Contractor acknowledges that:
13 (A) The County is a local government entity, and does so with notice that the
14 County's powers are limited by the California Constitution and by State law, and with
15 notice that the Contractor may receive compensation under this Agreement only for
16 services performed according to the terms and conditions of this Agreement and while
17 this Agreement is in effect, and subject to the maximum amount payable under this
18 section.
19 (B) County employees have no authority to pay the Contractor except as expressly
20 provided in this Agreement.
21 (C) Subject to Section 1.6 hereof, the Contractor will not be compensated for any
22 additional work, services, or functions that the Contractor may need to perform to make
23 corrections or to augment its final program audit in the event the BSCC requires such
24 corrections to problems in an audit report.
25
26
27 /JI
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1 3.3 Invoices. The Contractor shall submit invoices each month for services performed
2 as work progresses to:
3 Public Works and Planning
County of Fresno
4 Attention: Lemuel Asprec, Financial Division Manager
5 2220 Tulare Street, Sixth Floor
Fresno, CA 93721
6
7 3.4 Payment. The County shall pay each correctly completed and timely submitted
8 invoice, up to maximum compensation payable to the Contractor under this Agreement, within
9 forty-five (45) days after receipt. The County shall remit any payment to the Contractor's
10 address specified in the invoice.
11 3.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
12 expenses that are not specified as payable by the County under this Agreement.
Article 4
13
14 Term of Agreement
15 4.1 Term. This Agreement is effective on February 3, 2025 (the "Effective Date"), and
16 terminates on February 2, 2026, except as provided in Article 6 hereof, "Termination and
17 Suspension," below.
Article 5
18
Notices
19
20 5.1 Contact Information. The persons and their addresses having authority to give and
21 receive notices provided for or permitted under this Agreement include the following:
For the County:
22 Director of Public Works and Planning
County of Fresno
23 2220 Tulare Street, 6th Floor
Fresno, CA 93721
24 stwhite@fresnocountyca.gov
25 For the Contractor:
Principal
26 Richard Gonzalez, CPA
915 Highland Pointe Drive, Suite 300
27 Roseville, CA 95678
Rich.Gonzalez@claconnect.com
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1 5.2 Change of Contact Information. Either party may change the information in Section
2 5.1 hereof by giving notice as provided in Section 5.3 hereof.
3 5.3 Method of Delivery. Each notice between the County and the Contractor provided
4 for or permitted under this Agreement must be in writing, state that it is a notice provided under
5 this Agreement, and be delivered either by personal service, by first-class United States mail, by
6 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
7 Document Format (PDF) document attached to an email.
8 (A) A notice delivered by personal service is effective upon service to the recipient.
9 (B) A notice delivered by first-class United States mail is effective three (3) County
10 business days after deposit in the United States mail, postage prepaid, addressed to the
11 recipient.
12 (C)A notice delivered by an overnight commercial courier service is effective one
13 County business day after deposit with the overnight commercial courier service,
14 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
15 the recipient.
16 (D)A notice delivered by telephonic facsimile transmission or by PDF document
17 attached to an email is effective when transmission to the recipient is completed (but, if
18 such transmission is completed outside of County business hours, then such delivery is
19 deemed to be effective at the next beginning of a County business day), provided that
20 the sender maintains a machine record of the completed transmission.
21 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
22 nothing in this Agreement establishes, waives, or modifies any claims presentation
23 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
24 of Title 1 of the Government Code, beginning with section 810).
25 Article 6
26 Termination and Suspension
27 6.1 Termination for Non-Allocation of Funds. The terms and conditions of this
28 Agreement are contingent on the approval of funds by the appropriating government agency. If
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1 sufficient funds are not allocated, then the County, upon at least thirty (30) days' advance
2 written notice to the Contractor, may:
3 (A) Modify the services provided by the Contractor under this Agreement; or
4 (B) Terminate this Agreement.
5 6.2 Termination for Breach.
6 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred,
7 the County may give written notice of the breach to the Contractor. The written notice may
8 suspend performance under this Agreement, and must provide at least thirty (30) days for the
9 Contractor to cure the breach.
10 (B) If the Contractor fails to cure the breach to the County's satisfaction within the time
11 stated in the written notice, the County may terminate this Agreement immediately.
12 (C) For purposes of this section, a breach occurs when, in the determination of the
13 County, the Contractor has:
14 (1) Obtained or used funds illegally or improperly;
15 (2) Failed to comply with any part of this Agreement;
16 (3) Submitted a substantially incorrect or incomplete report to the County; or
17 (4) Improperly performed any of its obligations under this Agreement.
18 6.3 Termination without Cause. In circumstances other than those set forth above,
19 the County may terminate this Agreement by giving at least five (5) days advance written notice
20 thereof to the Contractor. If the County gives such notice of termination to the Contractor,
21 Contractor will be paid for the pro-rata portion of maximum compensation payable under
22 Section 3.2 hereof, which has not yet been paid to the Contractor, that the Contractor
23 demonstrates to the County as reasonably completed pro-rata portion of all the services to be
24 performed under this Agreement.
25 6.4 No Penalty or Further Obligation.Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor of any monies disbursed to the
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1 Contractor under this Agreement that, in the County's sole judgment, were not expended in
2 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
3 demand. This section survives the termination of this Agreement.
4 Article 7
5 Independent Contractor
6 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
7 agents, employees, and volunteers, is at all times acting and performing as an independent
8 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
9 venturer, partner, or associate of the County.
10 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
11 manner or method of the Contractor's performance under this Agreement, but the County may
12 verify that the Contractor is performing according to the terms and conditions of this Agreement.
13 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
14 right to employment rights or benefits available to County employees. The Contractor is solely
15 responsible for providing to its own employees all employee benefits required by law. The
16 Contractor shall save the County harmless from all matters relating to the payment of
17 Contractor's employees, including compliance with Social Security withholding and all related
18 regulations.
19 7.4 Services to Others. The parties acknowledge that, during the term of this
20 Agreement, the Contractor may provide services to others unrelated to the County.
21 Article 8
22 Indemnity and Defense
23 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
24 County (including its officers, agents, employees, and volunteers) against all claims, demands,
25 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
26 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
27 the performance or failure to perform by the Contractor (or any of its officers, agents,
28 subcontractors, or employees) under this Agreement directly caused by the Contractor's
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1 negligence or willful misconduct. The County may conduct or participate in its own defense
2 without affecting the Contractor's obligation to indemnify and hold harmless or defend the
3 County.
4 8.2 Survival. This Article 8 survives the termination of this Agreement.
5 Article 9
6 Insurance
7 9.1 The Contractor shall comply with all of the insurance requirements in Exhibit D to this
8 Agreement, entitled "Insurance Requirements."
9 Article 10
10 Inspections, Audits, and Public Records
11 10.1 Inspection of Documents. The Contractor shall make available to the County, and
12 the County may examine at any time during business hours and as often as the County deems
13 necessary, all of the Contractor's records and data with respect to the matters covered by this
14 Agreement. The Contractor shall, upon request by the County, permit the County to audit and
15 inspect all of such records and data to ensure the Contractor's compliance with the terms and
16 conditions of this Agreement. The provisions of this section do not apply to the Contractor's
17 workpapers and files supporting the services the Contractor performs under this Agreement.
18 10.2 State Audit Requirements. If the compensation to be paid by the County under this
19 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
20 California State Auditor, as provided in Government Code section 8546.7, for a period of three
21 years after final payment under this Agreement. This section survives the termination of this
22 Agreement.
23 10.3 Public Records. The County is not limited in any manner with respect to its public
24 disclosure of this Agreement or any record or data that the Contractor may provide to the
25 County. The County's public disclosure of this Agreement or any record or data that the
26 Contractor may provide to the County may include but is not limited to the following:
27
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 10, beginning with section
14 7920.000) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five (5) business days after the County's demand, the
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1 Contractor shall (a) deliver to the County all of such requested records that are in the
2 Contractor's possession or control, together with a written statement that the Contractor, after
3 conducting a diligent search, has produced all such requested records that are in the
4 Contractor's possession or control, or (b) provide to the County a written statement that the
5 Contractor, after conducting a diligent search, does not possess or control any of the requested
6 records. The Contractor shall cooperate with the County with respect to any County demand for
7 such records. If the Contractor wishes to assert that any such specific record or data is exempt
8 from disclosure under the CPRA or other applicable law, it must deliver the record or data to the
9 County and assert the exemption by citation to specific legal authority within the written
10 statement that it provides to the County under this section. The Contractor's assertion of any
11 exemption from disclosure is not binding on the County, but the County will give at least ten (10)
12 days' advance written notice to the Contractor before disclosing any record subject to the
13 Contractor's assertion of exemption from disclosure. The Contractor shall indemnify the County
14 for any court-ordered award of costs or attorney's fees under the CPRA that results from the
15 Contractor's delay, claim of exemption, failure to produce any such records, or failure to
16 cooperate with the County with respect to any County demand for any such records.
17 10.5 Audits and Retention. The provisions of this Section 10.5 are subject to the
18 provisions of Section 10.1 hereof through and including Section 10.4 hereof.
19 (A) Contractor represents that its workpapers and files supporting the services the
20 Contractor performs under this Agreement are the sole and exclusive property of the
21 Contractor and that such workpapers and files include the Contractor's Proprietary
22 Information, which Proprietary Information constitute confidential and proprietary
23 information. Contractor represents that it does not provide access to its workpapers and
24 files to the County or anyone else in the normal course of business.
25 (B) Unless required by law or regulation to the contrary, the Contractor will retain its
26 workpapers and files in accordance with its record retention policy that typically provides
27 for a retention period of seven years. After this period expires, the Contractor's
28 workpapers and files will be destroyed. Furthermore, physical deterioration or
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1 catastrophic events may shorten the time the Contractor's records are available. The
2 Contractor's workpapers and files are not a substitute for the County's records.
3 (C) Pursuant to authority given by law, regulation or professional standards, the
4 Contractor may be requested to make certain workpapers and files, including the
5 Contractor's Proprietary Information, available to a regulator for its regulatory oversight
6 purposes. In such case, the Contractor will promptly notify the County of any such
7 request. Access to the requested workpapers and files, including the Contractor's
8 Proprietary Information, will be provided by the Contractor to the regulator under the
9 supervision of Contractor's personnel and at a location designated by the Contractor.
10 Furthermore, upon request, the Contractor may provide copies of selected workpapers
11 and files, including the Contractor's Proprietary Information, to such regulator. The
12 regulator may intend, or decide, to distribute the copies or information contained therein
13 to others, including other governmental agencies.
14 (D)The County may authorize the County's Designees to have the right, during the
15 Contractor's normal office hours with reasonable, advance notification given to the
16 Contractor, to access all of the Contractor's workpapers and files, including the
17 Contractor's Proprietary Information, prepared under this Agreement. The term
18 "County's Designees" means any interested agency of the State of California, including
19 but not limited to the BSCC and the SPWB, provided however, the "County's Designees"
20 do not include the County, any of its officials, or an independent auditor of the County
21 that is a successor of the Contractor.
22 (E) The Contractor shall comply with the reasonable inquiries of the County
23 (including the Director and the County's Auditor-Controller/Treasurer-Tax Collector, and
24 their respective designees) or any independent auditor of the County that is a successor
25 of the Contractor, and allow the County (including the Director and the County's Auditor-
26 Controller/Treasurer-Tax Collector, and their respective designees) and such successor
27 independent auditors to have access to all of the Contractor's workpapers and files
28 relating to matters of continuing accounting significance, except that the County
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1 (including the Director and the County's Auditor-Controller/Treasurer-Tax Collector, and
2 their respective designees) and such successor independent auditors are not authorized
3 under this section 10.5 to have access to Contractor's Proprietary Information.
4 (F) For purposes of this Section 10.5, "Proprietary Information" means documents
5 and other material created by the Contractor that relate principally to the conduct any
6 services performed by the Contractor under this Agreement and would be generally
7 recognized in the professional independent auditing industry as containing or revealing
8 the Contractor's unique audit procedures or processes, confidential information, or trade
9 secrets (e.g., the Contractor's audit programs or audit planning memoranda).
10 Article 11
11 Disclosure of Self-Dealing Transactions
12 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
13 or changes its status to operate as a corporation.
14 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
15 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
16 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
17 the County before commencing the transaction or immediately after.
18 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
19 a party and in which one or more of its directors, as an individual, has a material financial
20 interest.
21 Article 12
22 Data Security
23 12.1 The Contractor shall employ adequate controls and data security measures, both
24 internally and externally to (a) ensure and protect the confidential information and/or data
25 provided by the County to the Contractor, and (b) prevent the potential loss, misappropriation or
26 inadvertent access, viewing, use or disclosure of County data including sensitive or personal
27 client information, abuse of County resources, and/or disruption to County operations.
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 12.2 The Contractor may not connect to or use County networks/systems via personally
2 owned mobile, wireless or handheld devices unless authorized by the County for telecommuting
3 purposes and Contactor provides a secure connection; and
4 (A) Up-to-date virus protection and mobile devices must have the remote wipe
5 feature enabled; and
6 (B) Computers or computer peripherals including mobile storage devices may not be
7 used or brought in for use into the County's system(s) without prior written authorization
8 from County's Chief Information Officer or his or her designee(s).
9 12.3 No storage of County's private, confidential, or sensitive data on any hard-disk drive,
10 portable storage device or remote storage installation is allowed unless they are encrypted
11 according to advance encryption standards (AES of 128 bit or higher).
12 12.4 The Contractor shall immediately notify the County orally and in writing of any
13 violations, breaches or potential breaches of security related to the County's confidential
14 information, data and/or data processing equipment which stores or processes County data,
15 internally or externally.
16 12.6 The County shall provide oversight to the Contractor's response to all incidents
17 arising from a possible breach of security related to County's confidential client information. The
18 Contractor will be responsible to issue any notification to affected individuals as required by law
19 or as deemed necessary by County in its sole discretion. The Contractor shall be responsible for
20 all costs incurred as a result of providing the required notification.
21 Article 13
22 General Terms
23 13.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
24 Agreement may not be modified, and no waiver is effective, except by written agreement signed
25 by both parties. The Contractor acknowledges that County employees have no authority to
26 modify this Agreement except as expressly provided in this Agreement.
27 13.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
28 under this Agreement without the prior written consent of the other party.
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 13.3 Governing Law. The laws of the State of California govern all matters arising from
2 or related to this Agreement.
3 13.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
4 County, California. Contractor consents to California jurisdiction for actions arising from or
5 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
6 brought and maintained in Fresno County.
7 13.6 Construction. The final form of this Agreement is the result of the parties' combined
8 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
9 ambiguous, that ambiguity shall not be resolved by construing the terms and conditions of this
10 Agreement against either party.
11 13.6 Days. Unless otherwise specified, "days" means calendar days.
12 13.7 Headings. The headings and section titles in this Agreement are for convenience
13 only and are not part of this Agreement.
14 13.8 Severability. If anything in this Agreement is found by a court of competent
15 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
16 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
17 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
18 intent.
19 13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
20 not unlawfully discriminate against any employee or applicant for employment, or recipient of
21 services, because of race, religious creed, color, national origin, ancestry, physical disability,
22 mental disability, medical condition, genetic information, marital status, sex, gender, gender
23 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
24 all applicable State of California and federal statutes and regulation.
25 13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
26 of the Contractor under this Agreement on any one or more occasions is not a waiver of
27 performance of any continuing or other obligation of the Contractor and does not prohibit
28 enforcement by the County of any obligation on any other occasion.
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 13.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this Agreement,
3 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in
5 this Agreement. If there is any inconsistency between the terms and conditions of this
6 Agreement without its exhibits and the terms and conditions of the exhibits, then the
7 inconsistency will be resolved by giving precedence in the following descending order of priority:
8 (A) First, to the terms and conditions of Exhibit B-1, BSCC Audit Guide (Except for:
9 Appendices B, D, and G thereto for Youthful Offender Rehabilitative Facility
10 Construction Financing Programs);
11 (B) Second, to the terms and conditions of Exhibit B-2, Amended BSCC Agreement;
12 (C)Third, to the terms and conditions of this Agreement, excluding its exhibits.
13 (D) Fourth, to the terms and conditions of Exhibit A, "Scope of Work," including
14 Exhibit A-1, "Statement of Work-Audit Services-Special Purpose Framework," and
15 Exhibit A-2, "Work Plan," but if there is any inconsistency between or among the terms
16 and conditions of Exhibit A, then the inconsistency will be resolved by giving
17 precedence in the following descending order of priority;
18 (1) First, to Exhibit A, "Scope of Work," excluding its exhibits, Exhibit A-1 and
19 Exhibit A-2;
20 (2) Second, to Exhibit A-1, "Statement of Work-Audit Services-Special Purpose
21 Framework;" and
22 (3) Third to Exhibit A-2, "Work Plan."
23 (E) Fifth, to the terms and conditions of Exhibit D, Insurance Requirements; and
24 (F) Sixth, to the terms and conditions of Exhibit C, Self-Dealing Transaction
25 Disclosure Form.
26 13.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
27 create any rights or obligations for any person or entity except for the parties hereto.
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 13.13 Time is of the Essence. Contractor acknowledges and agrees that time is of the
2 essence in the Contractors' performance and completion of its program audit in relation to the
3 date of the Project completion.
4 13.14 Authorized Signature. The Contractor represents and warrants to the County that:
5 (A) The Contractor is duly authorized and empowered to sign and perform its obligations
6 under this Agreement.
7 (B) The individual signing this Agreement on behalf of the Contractor is duly authorized
8 to do so and his or her signature on this Agreement legally binds the Contractor to the terms of
9 this Agreement.
10 13.15 Electronic Signatures. The parties agree that this Agreement, including the Exhibit
11 A-1, entitled "Statement of Work-Audit Services-Special Purpose Framework," may be
12 executed by electronic signature as provided in this section.
13 (A) An "electronic signature" means any symbol or process intended by an individual
14 signing this Agreement to represent their signature, including but not limited to (1) a digital
15 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically
16 scanned and transmitted (for example by PDF document) version of an original handwritten
17 signature.
18 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
19 equivalent to a valid original handwritten signature of the person signing this Agreement for all
20 purposes, including but not limited to evidentiary proof in any administrative or judicial
21 proceeding, and (2) has the same force and effect as the valid original handwritten signature of
22 that person.
23 (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5,
24 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title
25 2.5, beginning with section 1633.1).
26 (D) Each party using a digital signature represents that it has undertaken and satisfied
27 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
28 and agrees that each other party may rely upon that representation.
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 (E) This Agreement is not conditioned upon the parties conducting the transactions
2 under it by electronic means and either party may sign this Agreement with an original
3 handwritten signature.
4 13.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
5 original, and all of which together constitute this Agreement.
6 Article 14
7 Other Provisions
8 14.1 Contractor will not disclose any of County's confidential, proprietary, or privileged
9 information to any person or party, unless County authorizes Contractor to do so, it is published
10 or released by County, it becomes publicly known or available other than through disclosure by
11 Contractor, or disclosure is required by law, regulation or professional standard. This
12 confidentiality provision does not prohibit Contractor from disclosing County's information to one
13 or more of Contractor's affiliated companies in order to provide services that County has
14 requested from Contractor or from any such affiliated company. Any such affiliated company
15 shall be subject to the same restrictions on the use and disclosure of County's information as
16 apply to Contractor. County also consents to Contractor's disclosure of information regarding
17 the nature of services Contractor provide to County to another independent network member of
18 CLA Global, for the limited purpose of complying with professional obligations regarding
19 independence and conflicts of interest.
20 14.2 Contractor and certain owners of Contractor are licensed by the California State
21 Board of Accountancy. However, Contractor has owners not licensed by the California State
22 Board of Accountancy who may assist the Contractor's Audit Team Leader to provide services
23 under this Agreement, but such owners shall not serve as the Contractor's Audit Team Leader.
24 County may contact Contractor with any questions regarding licensure of the personnel
25 performing services under this Agreement.
26 14.3 Contractor regularly aggregates anonymized client data and perform a variety of
27 analyses using that aggregated data. Some of these analyses are published to clients or
28 released publicly. However, Contractor is always careful to preserve the confidentiality of the
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 separate information that Contractor obtains from each client, as required by the AICPA Code of
2 Professional Conduct and various laws. County's acceptance of this Agreement will serve as
3 County's consent to our use of anonymized data in performing and reporting on these cost
4 comparison, performance indicator and/or benchmarking analyses.
5 [SIGNATURE PAGE FOLLOWS]
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
CLIFTON LARSON ALLEN, LLP COUNTY OF FRESNO
3
Digitally signed by Riley Blackburn
4 Riley Blackburn Date:2025.02.2112:39:26-08'00'
5 Richard Gonzalez, CPA, Principal Riley Blackburn, Purchasing Ma pager
6 915 Highland Pointe Drive, Suite 300
Roseville, CA 95678
7 Reviewed and/recom;efor approval:
8
9 Steven E. Mite, Di ector
Department of<Public Works and Planning
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For accounting use only:
12 Approved as to legal form:
Daniel C. Cederborg, County Counsel
13 Org No.: 8849
Account No.: 8150
14 Fund No.: 0400
Subclass No.:10049 By: l�
15 lt;f Deputy
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Approved as to accounting form:
18 Oscar J. Garcia, CPA
Auditor-Controller/Treasurer-Tax Collector
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C
By:
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AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
Exhibit A
1 Scope of Services
2 Audit Scope and Objectives
3 The Contractor shall perform the following audit services, under the standards of Section
4 1.4 of this Agreement, entitled "Standards," which includes the requirements of the BSCC Audit
5 Guide (See BSCC Audit Guide, pp. 1-3), however, as noted in the BSCC Audit Guide, the
6 BSCC Audit Guide is not intended to be either a complete manual of audit procedures or a
7 substitute for the Contractor's judgment (See BSCC Audit Guide, at p. 1).
8 The Contractor's final program audit shall consist of a review of all State financing as well
9 as all County contributions for the West Annex Jail project, and determine the following:
10 A. That the State financing and the County's contribution (including cash/hard/or in-
11 kind/soft match funds) were expended in accordance with applicable laws, regulations,
12 and requirements of the Amended BSCC Agreement and (unless and until terminated by
13 the SPWB, BSCC and the County as stated in Recital G) the Project Delivery and
14 Construction Agreement requirements;
15 B. That the State financed Project is within approved scope and budgeted costs;
16 C. That the State financed Project is in compliance with applicable laws, regulations
17 and established criteria; and
18 D. That the State financed Project achieved its intended outcome(s).
19 The Contractor's audit services (and the nonaudit services) shall include Exhibit A-1,
20 entitled "Statement of Work-Audit Services-Special Purpose Framework;
21 The Contractor's audit services (and such nonaudit services) shall include:
22 A. The tasks set forth in Exhibit A-2, entitled "Work Plan;"
23 B. Gaining an understanding of the County's system(s) of internal controls as it relates
24 to the BSCC's construction financing program;
25 C. Performing a risk assessment to determine what testing will be performed. The
26 test shall be representative of all cost categories in the Amended BSCC Agreement
27 and is to determine whether the charges:
28 1. Conform to any limitation or exclusions in the award of state financing;
A-1
AGREEMENT NUMBER P-25-059
Clifton LarsonAllen LLP
Exhibit A
1 2. Include only eligible costs and did not include ineligible costs or other
2 costs properly chargeable to other programs or accounts;
3 3. Were properly recorded (i.e., correct amount, date) and supported by
4 source documentation;
5 4. Reported expenditures were incurred within the appropriate period; and
6 5. Were approved in advance, if they involved a modification subject to
7 prior approval in accordance with the Amended BSCC Agreement.
8 D. Providing the results of the work performed in appropriate written reports; and
9 E. Identifying any program-related claims by or against the County pending at the time
10 the audit is conducted.
11 The Contractor's final program audit shall be conducted under the supervision of a
12 California-licensed certified public accountant.
13 The County will reserve the right to monitor the Contractor's performance of its services.
14 The Contractor may be required to attend in-person meetings with County staff during the
15 performance of the audit.
16 The Contractor shall address the final program audit to the "Board of Supervisors, County
17 of Fresno."
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