SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS REQUEST FOR PROPOSALS FOR PROFESSIONAL AUDITING SERVICES

SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS REQUEST FOR PROPOSALS FOR PROFESSIONAL AUDITING SERVICES PROPOSALS DUE BY 5:00 P.M. FRIDAY, AUGUST 31, 2015 SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS 260 NORTH SAN ANTONIO RD, SUTIE B SANTA BARBARA, CA 93110-1315 (805) 961-8900

TABLE OF CONTENTS I. INTRODUCTION... 1 A. Overview... 1 II. NATURE OF SERVICES REQUIRED... 1 A. Scope of Work to be Performed... 1 B. Auditing Standards to be Followed... 2 C. Reports to be Issued... 3 D. Working Paper Retention and Access to Working Papers... 4 III. DESCRIPTION OF THE GOVERNMENT... 4 A. Name and Telephone Number of Contact Persons... 4 B. Background Information... 5 C. Fund Structure... 5 D. Budgetary Basis of Accounting... 5 E. Federal Financial Assistance... 5 F. Component Units... 5 G. Accounting Systems... 5 H. Availability of Prior Audit Reports and Working Papers... 6 IV. ANTICIPATED TIME REQUIREMENTS... 6 A. Audit Commencement...6 B. Proposed Schedule for the 2018-2019 Fiscal Year Audit... 6 E. Due Date of Final Report... 7 V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION... 8 A. Audit Assistance... 8 B. Statements and Schedules to be Prepared by the Staff of the Association... 8 C. Work Area, Telephones, Photocopying and FAX Machines... 7 D. Report Preparation... 7 VI. PROPOSAL INSTRUCTIONS... 8 A. General Requirements...8 B. Submission of RFP... 8 C. Schedule... 8 D. Addendum(s), Questions, Clarifications, and Revisions... 8 VII. PROPOSAL REQUIREMENTS... 9 i

A. Title Page... 9 B. Table of Contents... 9 C. Transmittal Letter... 9 D. RFP Appendix A & B... 9 E. Detailed Technical Proposal... 9 F. Price Proposal... 12 G. Accounting Methodology... 13 VII. EVALUATION PROCEDURES... 13 A. Review of Proposals... 13 B. Evaluation Criteria... 15 IX. TERMS & CONDITIONS... 15 A. Preclusion... 15 B. Limitations... 15 C. Award... 15 D. Verbal Agreement or Conversation... 15 E. Pre-contractual Expenses... 15 F. Signature... 16 G. Conflict of Interest Statement... 16 H. Contract Arrangements... 16 I. False or Misleading Statements... 16 X. SBCAG PROTEST PROCEDURES... 16 A. Purpose and Applicability... 16 B. Definitions... 17 C. Basis for Protest... 17 D. Pre-Award Protests... 17 E. Post-Award Protests... 19 APPENDICES... 33 A. Proposer Guarantees... 33 B. Proposer Warranties... 33 C. Triennial Performance Audit Servies... 36 D. Scope of Work Compliance with Ordinance Number 5... 39 ii

I. INTRODUCTION A. Overview The ("Association" or SBCAG ) is requesting proposals (RFPs) from qualified certified public accountants ( auditor or Consultant ) to perform the following services for the fiscal year ending June 30, 2019: An audit of the Association's general purpose financial statements; An audit that complies with the Single Audit Act, now codified at Title 2, Code of Federal Regulations, Subpart F; Triennial performance audits for fiscal years 2015/16 through 2017/18 of SBCAG and each of the region s eight transit operators; Changes in fund balance of recipients of local sales tax revenue as per ordinance number one (Measure D) that maintain a balance of funds; Maintenance of Effort audits of nine recipients of local sales tax revenue under ordinance number Five (Measure A); Alternative Transportation audits of nine recipients of local sales tax revenue per the Measure A Investment Plan. Fiscal and compliance audits of nine recipients of Transportation Development Act funds which has been expanded to include PTMISEA (Prop 1B) funds, LCTOP An audit of the Clean Air Express Enterprise fund financial statements; and A review of the Association s annual Appropriations Limit calculation. The Association is contemplating a five-year contract for auditing services, to include five years of annual audits and two triennial performance audits (FY 18/19 and FY 21/22). II. NATURE OF SERVICES REQUIRED A. Scope of Work to be Performed The Association desires the auditor to express an opinion on the fair presentation of its general purpose financial statements in conformity with generally accepted accounting principles. The auditor is not required to audit the combining and individual fund financial statements and supplementary information. However, the auditor is to provide an "in-relation-to" report on the combining and individual fund financial statements and supplementary information based on the auditing procedures applied during the audit of the general purpose financial statements. The auditor is not required to audit the schedule of expenditures of federal awards. However, the auditor is to provide an "in-relation-to" report on that schedule based on the auditing procedures applied during the audit of the financial statements. The auditor is required to conduct triennial performance audits of SBCAG and each of the transit operators in. The triennial performance audits shall evaluate the efficiency, effectiveness, and economy of the operation of the entity being audited and shall be conducted in accordance with the efficiency, economy, and program results portions of the Comptroller General s Standards for Audit of Governmental Organizations, Programs, Activities, and Functions. (CA PUC 99246(b)). Completion of the triennial performance audits should adhere to the guidelines set forth in the California Department of Transportation Page 1 of 44

(Caltrans) Performance Audit Guidebook for Transit Operators and Regional Transportation Planning Entities. Each of the transit operator performance audits should determine compliance with statutory and regulatory requirements, follow-up on prior performance audit recommendations, verify performance indicators, and review transit operator functions. The SBCAG performance audit should determine compliance with statutory and regulatory requirements, follow-up on prior audit recommendations, and review SBCAG functions. Proposals may consider partnerships with firms experienced in conducting triennial performance audits if the proposing firm does not have relevant experience. The development and management of partnerships is the responsibility of the proposing firm and should be clearly stated in the proposal. See Appendix C for requirements specific to the Triennial Performance Audits component. The Association also desires the auditor to perform an audit of the balance of Measure D sales tax revenue to verify that these recipients are meeting the requirements set forth by Ordinance Number One of the Local Transportation Authority. There is currently one recipient in south that maintains a balance. The auditor shall perform compliance audits of all nine governmental recipients of Measure A sales tax revenue to verify that these recipients are meeting all of the requirements set forth by Ordinance Number Five of the Local Transportation Authority (a component unit of SBCAG). The auditor shall provide a report on compliance with all requirements of Ordinance Number Five, including supporting and supplementary report schedules as well as presenting the contents of these reports to SBCAG management, the Citizens Oversight Committee and the SBCLTA board as outlined in Scope of Work, Appendix C. The auditor would also be requested to perform fiscal and compliance audits of eight recipients of Transportation Development Act funding. The audits shall be conducted in accordance with generally accepted auditing standards and applicable sections of the Transportation Development Act and the Public Utilities Code. Transportation Development Act funding is to be used for transit, paratransit, transportation planning, pedestrian and bicycle facilities, and street and road purposes. The auditor must issue separate reports for each recipient. The auditor would also be required to express separate opinions on the fair presentation of the financial statements of both the Association s Local Transportation Fund and the Association s State Transit Assistance Fund, as well as compliance with the requirements of the Transportation Development Act. Both funds are also presented in the Association s general purpose financial statements. The auditor will be required to audit the Clean Air Express Enterprise Fund and express an opinion on the fair presentation of its general purpose financial statements in conformity with generally accepted accounting principles. Finally, the auditor would be requested to review the Association s annual Appropriations Limit calculation as required by Section 1.5 of Article XIIIB of Proposition 111. B. Auditing Standards to be Followed To meet the requirements of this request for proposals, the audits shall be performed in accordance with generally accepted auditing standards as set forth by the American Institute of Page 2 of 44

Certified Public Accountants; the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards (1988); the provisions of the Single Audit Act; the provisions of U.S. Office of Management and Budget (OMB) Uniform Guidance codified in Title 2, Code of Federal Regulations, Subpart F, Audit Requirements; and the provisions of the Department of Transportation's Transportation Development Act - Statutes and California Code of Regulations. Any revisions to these standards must be followed. In addition, the triennial performance audits should adhere to the California Department of Transportation (Caltrans) Performance Audit Guidebook for Transit Operators and Regional Transportation Planning Entities. See Appendix C for requirements specific to the Triennial Performance Audits component. C. Reports to be Issued Following the completion of the audits described above under the heading, Scope of Work to be Performed, the auditor shall annually issue, except for #13 below which shall be issued triennially: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. 2. An "in-relation-to" report on the schedule of expenditures of federal awards. 3. A report on compliance with certain provisions of laws, regulations, contracts and grants. 4. A report on internal control over financial reporting. 5. A report on compliance with the requirements of laws, regulations, contracts and grants applicable to major federal programs. 6. A report on internal control over compliance with the requirements of laws, regulations, contracts and grants applicable to federal programs. 7. An in-relation-to report on supplementary information. 8. A schedule of findings and questioned costs. 9. A report on the compliance and changes in fund balance of Ordinance Number One of the Local Transportation Authority. 10. A report on the compliance and Maintenance in Effort of Ordinance Number Five of the Local Transportation Authority. 11. A report on the compliance of Alternative Transportation funding per the Measure A Investment Plan of the Local Transportation Authority. 12. For each recipient, a report on the fair presentation of the financial statements of the Transportation Development Act Fund and compliance with the requirements of the Transportation Development Act and the Association of Governments. Page 3 of 44

13. For each recipient of Transportation Development Act funds, a Transportation Development Act triennial performance audit. 14. A report on the fair presentation of the financial statements of the Association s Local Transportation Fund and compliance with the requirements of the Transportation Development Act. 15. A report on the fair presentation of the financial statements of the Association s State Transit Assistance Fund and compliance with the requirements of the Transportation Development Act. 16. A report on the fair presentation of the financial statements of the Clean Air Express Enterprise Fund. 17. A report on the calculation of the Association s annual Appropriations Limit. The auditor shall communicate in writing any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in writing. All non-reportable conditions and instances of noncompliance discovered by the auditors shall also be reported to management in writing. D. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of three years, unless the firm is notified in writing by the Association of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: The Association California State Controller's Office California Department of Transportation U.S. General Accounting Office (GAO) Auditors of entities of which the Association is a sub-recipient of grant funds In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. III. DESCRIPTION OF THE GOVERNMENT A. Name and Telephone Number of Contact Persons Page 4 of 44

The auditor's principal contact with the Association will be Martha Gibbs, Chief Finance Officer/Human Resources, (805) 961-8916, or a designated representative, who will coordinate the assistance to be provided by the Association to the auditor. B. Background Information Detailed background information on the Association can be found on our website: www.sbcag.org C. Fund Structure The Association utilizes the following fund types and account groups in its financial reporting: Number of Number With Individual Legally Adopted Fund Type/Account Group Funds Annual Budgets General fund 1 1 Special revenue funds 2 2 Fiduciary Funds 7 n/a Debt service fund 1 1 General long-term debt 1 n/a account group 1 n/a Enterprise Fund 1 1 D. Budgetary Basis of Accounting The Association prepares its budgets on a cash basis. E. Federal Financial Assistance For the year ended June 30, 2018, the Association received financial assistance above the threshold set by the state controller s office. It is anticipated that the Association will be required to complete a single audit during the term of this engagement. F. Component Units The Local Transportation Authority is defined as a component unit of the Association for financial reporting purposes as determined by the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, Section 2100. The Local Transportation Authority is to be audited as part of the audit of the Association's financial statements. A Component Unit Financial Report will not be prepared for the Local Transportation Authority. G. Accounting Systems The Association utilizes the Financial Information Network of the County of Santa Barbara for the structure and maintenance of its accounting records. Financial transactions are initiated Page 5 of 44

and approved by the Association, but the County Auditor-Controller s Office performs the data entry, report generation, warrant issuance, and other related functions for the Association. The Association has access to data in the Financial Information Network through computer software developed by the County of Santa Barbara. H. Availability of Prior Audit Reports and Working Papers Interested proposers who wish to review prior years' audit reports and management letters should contact Martha Gibbs at (805) 961-8916. The Association will use its best efforts to make prior audit reports and supporting working papers available to proposers to aid them in the preparation of their response to this request for proposals. IV. ANTICIPATED TIME REQUIREMENTS A. Audit Commencement Upon execution of an agreement, the Association will have records ready for audit work and all appropriate personnel available to meet with the firm's personnel at a mutually agreed upon time. B. Proposed Schedule for the 2018-2019 Fiscal Year Audit SBCAG will develop a similar time schedule for audits of future fiscal years. Please refer to Appendix C for requirements specific to the triennial performance audit component of this overall request for proposals. 1. Detail Audit Plan By May 16, 2019, the auditor shall provide the Association with both a detailed audit plan and a list of all schedules to be prepared by the Association. 2. Entrance Conference During the week of September 15, 2019, the auditor shall meet with Association staff to discuss any audit issues, the work to be performed, work space, and other needs of the auditor. This meeting will also be used to establish an overall liaison for the audit. 3. Fieldwork The auditor shall complete all fieldwork by October 28, 2019. 4. Exit Conference During the week of October 28, 2019 the auditor shall meet with Association staff to summarize the results of field work and to review significant findings. 5. Draft Reports Page 6 of 44

The auditor shall have drafts of all audit reports and recommendations to management available for review by the Association by November 30, 2019. Page 7 of 44

C. Due Date of Final Report The Association desires a final draft to go to print by December 8, 2019. V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Audit Assistance The Chief Finance Officer/Human Resources and responsible management personnel will be available during the audit to assist the firm by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the Association. B. Statements and Schedules to be Prepared by the Staff of the Association The finance department will be available to prepare statements and schedules for the auditor. These include but are not limited to: Working trial balances for all funds Combining and combined balance sheets for all fund types and account groups Combining and combined statements of revenues, expenditures and changes in fund balances for all applicable fund types Notes to the general purpose financial statements A schedule of expenditures of federal awards Confirmation requests Lead sheets, reconciliations, and other schedules as determined by further consultation C. Work Area, Telephones, Photocopying and Wi-Fi The Association will provide the auditor with reasonable work space. The auditor will also be provided with access to telephone lines, Wi-Fi internet, photocopying facilities and FAX machines. D. Report Preparation The Association will prepare drafts of the general purpose financial statements, combining and individual fund financial statements, schedule of expenditures of federal awards and related notes, and supplementary information schedules. Unless otherwise directed by the Association, the auditor shall prepare the supporting schedules for the Measure A and Measure D changes in fund balances, Measure A Maintenance of Effort and Measure A Alternative Transportation audits and the financial statements and supporting schedules for the Transportation Development Act audits. Drafts of all independent audit reports and opinions shall be prepared by the auditor. The printing of the Annual Financial Report will be the responsibility of the Association. The printing of all other reports shall be the responsibility of the auditor. Page 8 of 44

VI. PROPOSAL INSTRUCTIONS A. General Instructions This section describes the required Proposal format and content. The Proposal must contain the requested information organized by the prescribed sections. Each Proposer shall submit a complete Proposal, providing all information requested with a complete description of the project plan. Failure to follow the prescribed format may result in rejection of the Proposal. A Proposal may be rejected if it is conditional or incomplete, or if it contains any alteration of form or other irregularities of any kind. A Proposal may be rejected if any such defect or irregularity constitutes a material deviation from the submittal requirements. SBCAG reserves the right to retain all proposals submitted and use any idea in a proposal regardless of whether that proposal is selected. Proposals will not be returned. Submission of a proposal indicates acceptance by the proposer of the conditions contained in this request for proposal unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the Association and the firm selected. B. Submission of RFP The Consultant shall submit three bound copy and an electronic file (pdf file) on a flash drive of their proposal to SBCAG no later than 5:00 p.m. August 31, 2018, at the following address: Martha Gibbs, Chief Finance Officer/HR 260 North San Antonio Road, Suite B Santa Barbara, Ca 93110-1315 (805) 961-8916 mgibbs@sbcag.org A submittal will be determined late if received at any time after 5:00 p.m. on August 31, 2018. Late submittals will not be considered. C. Schedule The anticipated schedule of activities related to this solicitation for services is as follows: Activity Date RFP Issued... 07/31/18 Proposal Submittal Deadline... 08/31/18 Evaluation and Selection... 09/07/18 Negotiate Contract... 09/14/18 SBCAG Board Approves Agreement... 10/18/18 Notice to Proceed... 10/19/18 D. Addendum(s), Questions, Clarifications, and Revisions Page 9 of 44

All questions regarding the RFP should be received no later than August 15, 2018 by phone or e-mail to Martha Gibbs, Chief Financial Officer, at 805-961-8916, or mgibbs@sbcag.org. All questions received by the project manager will be responded to in writing and posted on the SBCAG website no later than August 17, 2018. SBCAG reserves the right to amend the RFP by addendum. If an addendum is issued to the RFP, it will be posted on the SBCAG website on or before August 17, 2018 at 5:00 p.m. PT. SBCAG has the discretion to extend the proposal submittal deadline if an addendum to the RFP is issued. It is the responsibility of proposers to determine if addenda have been issued. Any addenda to the RFP will become part of the RFP. SBCAG reserves the right to accept or reject any or all submittals received as a result of this request, or to modify or cancel in part or in its entirety the RFP if SBCAG determines it is in the best interest of the SBCAG to do so. Proposers may withdraw a Proposal, in writing, at any time up to the closing deadline. A written withdrawal notice must be received by SBCAG. The notice must be signed by an authorized representative. If a previously submitted Proposal is withdrawn before the closing deadline, the Proposer may submit another proposal at any time up to the closing deadline. VII. PROPOSAL REQUIREMENTS A. Title Page Title page showing the request for proposals subject; the firm's name; the name, address and telephone number of the contact person; and the date of the proposal. B. Table of Contents C. Transmittal Letter A signed letter of transmittal briefly stating the proposer's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes itself to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer for 180 days. D. RFP Appendix A & B Executed copies of Proposer Guarantees and Proposer Warranties, attached to this request for proposal (Appendix A and Appendix B) E. Detailed Technical Proposal 1. General Requirements The purpose of the Technical Proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an independent audit of the Association in conformity with the requirements of this request for proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The Technical Proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the requirements of this request for proposals. Page 10 of 44

The Technical Proposal should address all the points outlined in the request for proposals. The Proposal should be prepared simply and economically, providing a straightforward, concise description of the proposer's capabilities to satisfy the requirements of the request for proposals. While additional data may be presented, the following items numbered two through eight must be included. They represent the criteria against which the proposal will be evaluated. 2. Independence The firm should provide an affirmative statement that it is independent of the Association as defined by generally accepted auditing standards and the U.S. General Accounting Office's Government Auditing Standards (1988). The firm also should provide an affirmative statement that it is independent of the Local Transportation Authority, a component unit of the Association as defined by those same standards. The firm should also list and describe the firm's (and proposed subcontractors') professional relationships with the Association and/or its component unit for the past five years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audits. In addition, the firm shall give the Association written notice of any professional relationships entered into during the period of this agreement. 3. License to Practice in State of California An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed or registered to practice in the State of California. 4. Firm Qualifications and Experience The proposer should state the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed, the number and nature of the professional staff to be employed in this engagement on a full-time basis, and the number and nature of the staff to be so employed on a part-time basis. If the proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if applicable. The firm is also required to submit a copy of the report on its most recent peer review, with a statement whether that peer review included a review of specific government engagements. The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three years with state regulatory bodies or professional organizations. Page 11 of 44

5. Partner, Supervisory and Staff Qualifications and Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in California. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three years and membership in professional organizations relevant to the performance of this audit. Provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the Association. However, in either case, the Association retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of the Association, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer provided that replacements have substantially the same or better qualifications or experience. 6. Prior Engagements with the Association List separately all engagements within the last five years, ranked on the basis of total staff hours, with the Association by type of engagement (i.e., audit, management advisory services, other). Indicate the scope of work, date, engagement partners, total hours, the location of the firm's office from which the engagement was performed, and the name and telephone number of the principal client contact. 7. Similar Engagements with Other Government Entities For the firm's office that will be assigned responsibility for the audit, list the most significant engagements (maximum of five) performed in the last five years that are similar to the engagement described in this request for proposal. These engagements should be ranked on the basis of total staff hours. Indicate the scope of work, date, engagement partners, total hours, if GFOA Certificate of Achievement was awarded and the name and telephone number of the principal client contact. 8. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed to perform the services required in Section II of this request for Page 12 of 44

proposal. In developing the work plan, reference should be made to such sources of information as the Association's budget and related materials, procedure manuals, the overall work program, and financial and other management information systems. Proposers will be required to provide the following information on their audit approach: a. Proposed segmentation of the engagement b. Level of staff and number of hours to be assigned to each proposed segment of the engagement c. Sample size and the extent to which statistical sampling is to be used in the engagement d. Extent of use of EDP software in the engagement e. Type and extent of analytical procedures to be used in the engagement f. Approach to be taken to gain and document an understanding of the Association's internal control structure g. Approach to be taken in determining laws and regulations that will be subject to audit test work h. Approach to be taken in drawing audit samples for purposes of tests of compliance i. Identification of anticipated potential audit problems The proposal should identify and describe any anticipated potential audit problems, the firm's approach to resolving these problems and any special assistance that will be requested from the Association. F. Price Proposal 1. Total All-Inclusive Maximum Price The price proposal should contain all pricing information relative to performing the audit engagement as described in this request for proposal. The total all-inclusive maximum price to be bid is to contain all direct and indirect costs including all out-of-pocket expenses. The Association will not be responsible for expenses incurred in preparing and submitting the technical proposal or the price proposal. Such costs should not be included in the proposal. 2. Schedule of Professional Fees and Expenses The price proposal should include a schedule of professional fees and expenses that supports the total all-inclusive maximum price. The schedule of professional fees and expenses should outline the hourly rates for all personnel participating in the engagement and the hours anticipated for each. Page 13 of 44

3. Out-of-pocket Expenses Included in the Total All-inclusive Maximum Price and Reimbursement Rates All estimated out-of-pocket expenses to be reimbursed should be presented in the price proposal. All expense reimbursements will be charged against the total all-inclusive maximum price submitted by the firm. 4. Certification The price proposal should also include a certification that the person signing the proposal is entitled to represent the firm, empowered to submit the bid, and authorized to sign a contract with the Association. 5. Rates for Additional Professional Services If it should become necessary for the Association to request the auditor to render any additional services to either supplement the services requested in this request for proposals or to perform additional work as a result of the specific recommendations included in any report issued on this engagement, then such additional work shall be performed only if set forth in an addendum to the contract between the Association and the firm. Any such additional work agreed to between the Association and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the price proposal. 6. Manner of Payment Payments will be made in arrears and claims may be submitted at such intervals as the auditor deems practicable, but no more frequently than once a month. The Association shall reimburse the auditor as promptly as practical after receipt of acceptable invoices which detail the expenses and the period for which payment is requested. G. Accounting Methodology After review of the enclosures, please describe any anticipated differences in accounting methodology you may have with the Association's current methods. VIII. EVALUATION PROCEDURES A. Review of Proposals The proposal selection process is based on best value. Accordingly, SBCAG may not necessarily make an award to the Proposer with the highest technical ranking nor award to the Proposer with the lowest price proposal if doing so would not be in the overall best interest of SBCAG. The proposal will be evaluated based on percentages shown below in parenthesis for the various sections of the proposal that consultant shall submit. Proposals must be typed with a minimum font size 11 and submitted on standard 8 ½ by 11 paper. Each page must be clearly and consecutively numbered. SBCAG will review all submitted proposals. Some proposers may be invited for in-person or phone interviews on September 7, 2018 to explain their project approach and methodology. Page 14 of 44

SBCAG staff will reach a consensus and make recommendations to the SBCAG Executive Director following evaluation of 1) written proposals and 2) performance at the oral interview, if applicable. SBCAG s Executive Director will review the recommendation and make a final decision. If the Executive Director selects a different consultant than the one recommended, the Project Manager, in consultation with the SBCAG Executive Director, will prepare a memo explaining the selection. B. Evaluation Criteria Proposals will be evaluated using three sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated and scored for both technical qualifications and price. The following represent the principal selection criteria which will be considered during the evaluation process. 1. Mandatory Elements (35% of evaluation) a. The audit firm is independent and licensed to practice in California. b. The audit firm s professional personnel have received adequate continuing professional education within the preceding two years. c. The firm has no conflict of interest with regard to any other work performed by the firm for the Association. d. The firm adheres to the instructions in this request for proposals on preparing and submitting the proposal. e. The firm submits a copy of its most recent peer review report and the firm has a record of quality audit work. f. Work performed and reports issued will satisfy requirements of OMB A-133. g. The firm will retain workpapers for at least 3 years. 2. Technical Quality (50% of evaluation) a. Expertise and Experience (1) The firm's past experience and performance on comparable government engagements (2) The quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support personnel to be available for technical consultation (3) Responsiveness of proposal in clearly stating understanding of work to be performed b. Audit Approach Page 15 of 44

(1) Adequacy of proposed staffing plan for various segments of the engagement (2) Adequacy of sampling techniques (3) Adequacy of analytical procedures (4) Timeliness of expected completion 3. Price (15% of evaluation) Cost will not be the primary factor in the selection of an audit firm. IX. TERMS & CONDITIONS A. Preclusion Notwithstanding any other provision of this RFP, it is the practice of SBCAG to preclude specified firms from providing professional services to SBCAG on certain Measure A projects. These firms are identified as follows: Any firm, individual, partnership, corporation, association, or other legal entity currently retained for professional services by an owner or developer or any other representative of a real property interest adjacent to, or coincident with, the proposed Measure A project. For purposes of this discussion, "currently retained" shall mean any professional services contract in force on the due date of a technical proposal for the services as described in this Measure A project proposal solicitation, or during the term of the project. B. Limitations This RFP does not commit SBCAG to award a contract, to pay any pre-contractual expenses, or to procure or contract for services or supplies. SBCAG expressly reserves the right to reject any and all proposals or to waive any irregularity or informality in any proposal or in the RFP procedure and to be the sole judge of the responsibility of any Proposer and of the suitability of the materials and/or services to be rendered. SBCAG reserves the right to withdraw this RFP at any time without prior notice. C. Award All finalists may be required to participate in negotiations and submit such price, technical, or other revisions of their proposals as may result from negotiations. SBCAG also reserves the right to award the contract without oral briefings or discussion, based upon the initial written proposals. Accordingly, each initial proposal should be submitted on the most favorable terms from a price and a technical viewpoint. D. Verbal Agreement or Conversation No prior, current, or post award verbal conversations or agreement(s) with any officer, agent, or employee of SBCAG shall affect or modify any terms or obligations of the RFP, or any contract resulting from this RFP. Page 16 of 44

E. Pre-contractual Expenses Pre-contractual expenses include any expenses incurred by Proposers and selected contractor in: o o o o Preparing proposals in response to this RFP; Submitting proposals to SBCAG; Negotiations with SBCAG on any matter related to proposals; and, Other expenses incurred by a contractor or Proposer prior to the date of award of any agreement. SBCAG shall not be liable for any pre-contractual expenses incurred by any Proposer or selected contractor. Proposers shall not include any such expenses as part of the price proposed in response to this RFP. SBCAG shall be held harmless and free from any and all liability, claims, or expenses whatsoever incurred by, or on behalf of, any person or organization responding to this RFP. F. Signature The proposal will also provide the following information: name, title, address, and telephone number of individual with authority to bind the consultant or consultant firm and also who may be contacted during the period of proposal evaluation. The proposal shall be signed by an official authorized to bind the consultant or consulting firm and shall contain a statement to the effect that the proposal is a firm offer for at least a ninety (90) day period. Execution of the contract is expected no later than October 18, 2018. G. Conflict of Interest Statement Consultants and consultant firms submitting proposals in response to this RFP must disclose to SBCAG any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided under Agreement for consultant services to be awarded pursuant to this RFP. If the consultant or firm has no conflict of interest, a statement to that effect shall be included in the proposal. The selected consultant shall refrain from and disclose subsequent potential conflicts during this contract. H. Contract Arrangements The successful consultant is expected to enter into an agreement based on the SBCAG Standard Professional Services Contract. A copy of SBCAG s standard form contract for professional and technical services is included as Attachment A. SBCAG reserves the right to negotiate the terms of the contract, including the award amount, with the selected Proposer prior to entering into a contract. If contract negotiations cannot be concluded successfully with the highest-ranking Proposer, SBCAG may choose to negotiate a contract with the next highest ranking Proposer, etc. I. False or Misleading Statements Proposals which contain false or misleading statements, or which provide references which do not support an attribute or condition claimed by the Proposer, shall be subject to rejection. Page 17 of 44

X SBCAG PROTEST PROCEDURES A. Purpose and Applicability The procedures described in this section have been established to ensure uniform, timely, and equitable consideration of all complaints received by SBCAG concerning its procurement activities. The following protest procedures shall be employed for procurements conducted by SBCAG. Such protests shall be applicable only to procurements wherein SBCAG requests bids, proposals or offers for goods or services financed in whole or in part by public funds. B. Definitions The following definitions apply to terms used in this section: DAYS: Unless otherwise specified, refers to SBCAG working days. FILE OR SUBMIT: Refers to the date of receipt by SBCAG. INTERESTED PARTY: All bidders or proposers involved in an SBCAG procurement. This may also include a subcontractor or supplier who shows substantial economic interest in a provision of the RFP, or in the interpretation of such provision. BID: Refers to and includes: i) the terms offer and proposal as employed in this document; ii) sealed bids; iii) competitive negotiation, and; iv) non-competitive negotiation. C. Basis for Protest If in the course of a procurement action an interested party has reason to believe that: a) free and open competition does not exist, or; b) SBCAG solicitation documents contain restrictive specifications, such party may file a protest in accordance with the procedures described herein. In addition to the above, protests may be filed based upon the following factual or alleged circumstances: 1. Violation of federal, state or local law or regulation; 2. Sole source procurements; 3. Failure to adhere to evaluation criteria set forth in solicitation documents, or use of additional criteria not so published; 4. Changes to evaluation criteria made during the evaluation process; 5. Local or DBE preferences; 6. Solicitation advertising violating applicable laws or regulations; or, 7. Provision of inadequate time to prepare a proposal. Page 18 of 44

Protests of SBCAG procurements filed by interested parties shall be considered in two general categories: 1) those filed prior to contract award, and; 2) protests occurring after contract award. D. Pre-Award Protests The following procedures shall be followed for all protests filed prior to award of contract: 1. Protests must be filed no later than five (5) days prior to the date established in the solicitation for receipt of bids or proposals. Protest information requests and follow-up arguments that are submitted after the protest submission deadline, will not be considered to be part of the protest by SBCAG. 2. Protests must be submitted in writing to the attention of the Chief Financial Officer. The written protests shall include: (a) The name, address, and telephone number of the protestor; (b) The SBCAG solicitation number and project description; (c) A statement of the grounds for the protest, accompanied by all supporting documentation. All grounds must be fully supported with documentation; and, (d) The resolution sought from SBCAG by the protestor. 3. The Chief Financial Officer shall receive the protest and issue written notification to the protestor within (5) five days that the matter is undergoing review. SBACG may provide notice of the protest in writing to all known recipients of solicitation documents. 4. Procurement activity shall be suspended pending resolution of a protest unless one or more of the following conditions exists: (a) The goods or services being procured are urgently required; (b) Delivery or performance will be unduly delayed by failure to make an award promptly; (c) Failure to make prompt award will result in termination of a critical SBCAG function or activity or otherwise cause undue harm to SBCAG; or, (d) The Executive Director prepares a written finding that such protest is clearly frivolous in nature, and therefore does not warrant a disruption of the procurement process. The Chief Financial Officer shall be responsible for making a written determination that circumstances require SBCAG to proceed with procurement during a pending protest. Unless such determination is made, the procurement shall be suspended pending resolution of the protest. The Chief Financial Officer may provide all parties known to have received solicitation documents notice of such suspension in writing. Page 19 of 44

5. All protests received within the specified period shall be examined by the Chief Financial Officer, who shall evaluate the matter and, within seven (7) calendar days, forward a recommendation concerning its disposition to the Executive Director. No additional material shall be accepted for consideration during the protest review unless specifically requested in writing by SBCAG. 6. If applicable, the Executive Director may attempt to resolve the protest with the protestor. If after receipt of recommendations from the Chief Financial Officer, the Executive Director elects to a) not attempt such resolution, or b) resolution is attempted but not achieved, the protesting parties may appeal to the SBCAG Board of Directors (hereinafter Board ) after thirty (30) calendar days and within thirty-five (35) calendar days after receipt of the protest submittal. Failure to appeal to the Board shall be a waiver of any other rights under the SBCAG Protest Procedures. If the Executive Director determines resolution in favor of the protestor the RFP may be re-opened and additional addendum and/or deliberations may occur. 7. The Board shall formally consider the protests at a public meeting within forty-five (45) calendar days after the date on which the matter was appealed to the Board, or at the next regularly scheduled Board meeting if exceeding the 45-day period. The Board may elect to appoint a sub-committee to review the protest and make a recommendation to the Board at the public meeting. Protesting parties shall be notified in writing of the date on which their matters shall be considered by the Board. Such parties shall be afforded an opportunity to present their case at the Board meeting. 8. The Board shall then make a formal decision on such protests at a public meeting. The decision of the Board, along with a formal record of the protest, shall become a matter of public record, and shall be considered final. The Chief Financial Officer shall notify protestor in writing of any protest decision made by the Board. Except under conditions described in item 4 above, such decision by the Board shall be made prior to award of any contract related to the subject procurement. 9. Should the Board deny the protest, SBCAG may proceed with the procurement process. In the case of FTA-funded procurements, no contract shall be awarded within five (5) days following the Board s decision unless such award is necessary due to circumstances described in item 4 above. If the decision of the Board is to uphold the protest, then SBCAG shall proceed pursuant to Board direction. 10. No court shall maintain subject matter jurisdiction prior to completion of the administrative process described herein. E. Post-Award Protests Protests received after award of contract shall be considered only if received within five (5) days following the date on which the Executive Director s award recommendation is made. Postaward protests received after that time shall not be considered. Protest information requests and follow-up arguments that are submitted after the protest submission deadline, will not be considered to be part of the protest by SBCAG. Post-award protests shall be processed in the same fashion as that employed for pre-award protests. However, the award shall remain valid and procurement activities shall continue Page 20 of 44

unless the Executive Director determines in writing that suspension of such award is necessary pending protest resolution. In that event the awardee shall be so notified in writing, and the Chief Financial Officer shall effect an agreement with the Contractor for suspension of activity. Page 21 of 44

Attachment A SAMPLE AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR THIS AGREEMENT (hereafter Agreement) is made by and between the SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS (hereafter SBCAG ) and having its principal place of business at (hereafter CONTRACTOR), wherein CONTRACTOR agrees to provide and SBCAG agrees to accept the services specified herein. WHEREAS, CONTRACTOR represents that it is specially trained, skilled, experienced, and competent to perform the special services required by SBCAG and SBCAG desires to retain the services of CONTRACTOR pursuant to the terms, covenants, and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. DESIGNATED REPRESENTATIVES. at phone number 805- is the representative of SBCAG and will administer this Agreement for and on behalf of SBCAG. at phone number is the authorized representative for CONTRACTOR. Changes in designated representatives shall be made only after advance written notice to the other party. 2. NOTICES. Any notice or consent required or permitted to be given under this Agreement shall be given to the respective parties in writing, by first class mail, postage prepaid, or otherwise delivered as follows: To SBCAG: To CONTRACTOR: 260 North San Antonio Road, Suite B Santa Barbara, CA 93110 Attention: Marjie Kirn, Executive Director or at such other address or to such other person that the parties may from time to time designate in accordance with this Notice section. Notices and consents under this section, which are sent by mail, shall be deemed to be received five (5) days following their deposit in the U.S. mail. This Notices section shall not be construed as meaning that either party agrees to service of process except as required by applicable law. 3. SCOPE OF SERVICES. CONTRACTOR agrees to provide services to SBCAG in accordance with Exhibit A, attached hereto and incorporated herein by reference. 4. TERM. CONTRACTOR shall commence performance on {ENTER DATE} and end performance upon completion, but no later than {ENTER DATE} unless otherwise directed by SBCAG or unless earlier terminated. Page 22 of 44