LOS ANGELES COMMUNITY COLLEGE DISTRICT

CONTRACTS OFFICE – 6TH FLOOR

770 WILSHIRE BLVD.

LOS ANGELES, CA 90017

REQUEST FOR PROPOSALS (RFP)

NO. 15-03

INDEPENDENT FINANCIAL AUDIT SERVICES FOR

PROPOSITION A, PROPOSITION AA & MEASURE J

BOND PROGRAMS

Proposed RFP Schedule*

RFP Schedule

RFP Issued: April 13, 2015

Written Questions: April 27, 2015

Proposals Due: May 8, 2015

Anticipated Award of Contract: June 24, 2015

*Dates subject to change at the sole discretion of the LACCD.

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CONTENTS

1. Introduction 2. Background Information 3. Information and General Conditions 4. Proposal Response Requirements 5. Evaluation and Selection Process EXHIBITS Exhibit A – Basic Financial Statements Exhibit B – Supplemental Financial Information Exhibit C – Report of Audited Basic Financial Statements – June 30, 2014 ATTACHMENTS Attachment A – Statement of Intent Attachment B – Non-collusion Affidavit Attachment C – Certification of Non-Discrimination Attachment D – Confidentiality Agreement Attachment E – Acknowledgment of Addenda Attachment F – Exceptions and Deviations to Professional Services Agreement Attachment G – Standard Professional Services Agreement

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1. INTRODUCTION This Request for Proposal (RFP) contains specifications and related documents covering independent audit services for Proposition A, Proposition AA and Measure J Bond Programs for the Los Angeles Community College District. This RFP and all subsequent modifications thereto are hereby designated as the sole reference and authority for the preparation of proposals. This release of this RFP supersedes all other documents related to independent audit services obtained from any source, either by written or verbal communications. This RFP shall not be construed (1) to create an obligation on the part of the District to enter into a contract with any firm or (2) to serve as the basis of a claim for reimbursement of expenditures related to the development of a proposal. The competitive method used for this solicitation is a Request For Proposal (RFP). Selection of a successful Auditor (alternately referred to as "Proposer" in this RFP) will be made through competitive procedures, which will include factors discussed in Section 3 of this RFP.

2. BACKGROUND INFORMATION The Los Angeles Community College District is one of 72 community college districts in the State of California. The community college movement had its beginnings in California in 1907 when the state legislature permitted high schools to offer postgraduate courses. Subsequently, the Ballard Act of 1917 included provisions for state aid and early regulations governing districts. The Deering Act of 1929 assured financial support for the junior colleges of the State. In 1929, our own Los Angeles City College held its first classes. There were only 35 junior colleges of one kind or another operating in California at that time. During the '20s and '30s enrollment in junior colleges doubled. The post-war years were also a time of dramatic expansion. Finally, in 1959, the Legislature mandated the development of a master plan and study of the State's junior colleges. This effort moved the two-year colleges away from the secondary (K-12) system and into higher education. In 1967, Governor Ronald Reagan authorized the establishment of a Board of Governors for the California Colleges and changed the official designation of the institution from "junior" to "community" colleges. On July 1, 1969, the Los Angeles Community College District legally separated from the Los Angeles Unified School District becoming its own entity with a separate Board of Trustees and administration. Since 1929, our District has grown from one to nine colleges serving a student population of approximately 200,000 in a geographic area more of than 880 square miles.

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The District employs approximately 3,677 full-time and 5,758 part-time personnel. The following nine colleges make up the Los Angeles Community College District. All of the colleges are accredited by the Western Association of Schools and Colleges and fully approved under the regulations of the California Community Colleges.

COLLEGE DATE

ESTABLISHED

COLLEGE WEBSITE

Los Angeles City College 1929 www.lacitycollege.edu

East Los Angeles College 1945 www.elac.edu

Pierce College 1947 www.piercecollege.edu

Los Angeles Harbor College 1949 www.lahc.edu

Los Angeles Trade-Technical College

1949 www.lattc.edu

Los Angeles Valley College 1949 www.lavc.edu

Los Angeles Southwest College 1967 www.lasc.edu

West Los Angeles College 1969 www.wlac.edu

Los Angeles Mission College 1975 www.lamission.edu

Construction Program

In November 2000 California Proposition 39, Supermajority of 55% for School Bond Votes was approved as an amendment to the California Constitution article 13A. Prior to the passage of Proposition 39, about 60% of local school bond ballot questions succeeded in getting the previously required two-thirds vote. In the wake of its passage, about 75% of local school districts are passing with the 55% requirement.

The amended constitution requires that the school district board, community college board, or county office of education conduct an annual, independent financial audit of the proceeds from the sale of the bonds until all of those proceeds have been expended for the school facilities projects. The District is also required to conduct an annual, independent performance audit to ensure that the funds have been expended only on the specific projects listed. However, the scope of this RFP is limited to the annual financial audit.

In April 2001, the Los Angeles Community College District (the "District") became the first community college district in the State of California to pass a property tax financed bond (Proposition A) under the requirements of the Proposition 39. Passed by voters at a value of $1.245 billion, the District’s Proposition A Bond Construction Program (the "Program") stands as one of the largest community college bonds ever passed in California. Subsequently, Proposition AA was passed in May 2013 at a value of $980 million and Measure J in November 2008 at a value of $3.5 billion. The bond measure was designed to implement a capital improvement program for each of the nine colleges within the District.

The Program is intended to increase educational opportunities, raise student achievement, and improve health and safety conditions on the campuses of the nine colleges within the District through the replacement and/or repair and rehabilitation of deteriorating buildings; the construction, furnishing, and equipping of classrooms,

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laboratories, libraries, and related facilities; the repair and upgrading of electrical wiring for computer technology, heating, air conditioning, and plumbing; complete earthquake retrofitting; improvement of campus safety, fire security, parking, and lighting; and the improvement of current or to be acquired real property to relieve overcrowding of the facilities on these campuses.

In August 2001, the District’s Board of Trustees approved an award of the contract for program management (Program Manager) services to Daniel, Mann, Johnson & Mendenhall/Jenkins/Gales & Martinez, Inc. (DMJM/JGM). Effective April 12, 2007, DMJM/JGM was replaced by a new Program Manager, URS Corporation. Effective April 4, 2013, URS Corporation was replaced by a new Program Manager, AECOM.

The Program Manager is responsible for managing all program-related activities. The Program Manager provides its own staff and services for budgeting, accounting, contracting, and supervising the program development

3. INFORMATION AND GENERAL CONDITIONS 3.1 Preparation of Proposal Documents

One printed original and six (6) sealed copies of the proposal, together with a CD

or USB drive containing an electronic version of the proposal in Microsoft Word

format, shall be submitted no later than 2:00 p.m., May 8, 2015. The printed "ORIGINAL" must be so marked. All proposals must be signed and shall become the property of the District. Proposals are to be enclosed in a sealed package

plainly marked with the words "Proposal Responding to RFP No. 15-03

INDEPENDENT FINANCIAL AUDIT SERVICES FOR PROPOSITIONS A, AA &

MEASURE J; Do Not Open Until After 2:00 p.m. on May 8, 2015." Mail or deliver proposals to:

Los Angeles Community College District Contracts Office, 6

th Floor

Attention: Ms. Fabbee Buñag, Contracts Analyst 770 Wilshire Boulevard Los Angeles, California 90017

It is the sole responsibility of the proposer to ensure that the proposal is delivered on time. Any proposal received after 2:00 p.m. on May 8, 2015 may, at the sole discretion of the District, be returned without consideration. It is the practice of LACCD not to consider late offers unless it is determined that a selection cannot be made from among the proposals received on time. LACCD shall not be responsible for, nor accept as a valid excuse for late proposal delivery, any delay in mail service or other method of delivery used by the Auditor, or any reason whatsoever, including but not limited to weather or traffic conditions, illness, accident, delivery to wrong location, courier or parking problems, etc. No fax, telephone or e-mailed proposals will be accepted. If hand-delivered, ample time should be allowed for delays caused by downtown Los

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Angeles traffic and parking. LACCD does not provide parking accommodations to proposers submitting proposals. 3.2 Signature The proposal must be signed in the name of the Auditor and must bear the signature of the person authorized to sign proposals on behalf of the Auditor. 3.3 Completion of Proposals Proposals shall be completed in all respects as required by the instructions herein. A proposal may be rejected if it is conditional or incomplete, or if it contains alterations of form or other irregularities of any kind. A proposal will be rejected if, in the opinion of the District, the information contained therein was intended to erroneously and fallaciously mislead the District in the evaluation of the proposal. 3.4 Erasures The proposal submitted must not contain erasures, interlineations, or other corrections unless each correction is authenticated by signing in the margin immediately opposite the correction the name of the person signing the proposal. 3.5 Examination of Contract Documents Auditors shall thoroughly examine the contents of this RFP. The failure or omission of any Auditor to receive or examine any contract document, form, instrument, addendum, or other document shall in no way relieve any Auditor from obligation with respect to this RFP or to the contract. The submission of a proposal shall be taken as prima facie evidence of compliance with this Section. If an Auditor discovers any ambiguity, conflict, discrepancy, omission, or other errors in the RFP, the Auditor shall immediately notify the District of the error in writing and request modification or clarification of the document. Modifications shall be made by addenda issued pursuant to Section 3.10 below. Clarifications shall be given by written notice to all Auditors participating in the RFP, without divulging the source of the request for same. If an Auditor fails to notify the District of an error in the RFP before the date scheduled for receipt of proposals, or of an error that reasonably should have been known to the Auditor, he or she shall submit the proposal at his or her own risk. If the contract is awarded to the Auditor, he or she shall not be entitled to additional compensation or time by reason of the error or its subsequent correction. 3.6 Modification of RFP Response

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Auditor may modify its proposal after its submission by written notice of withdrawal and resubmission before the time and the date specified for submission of proposals. Modifications will not be considered if offered in any other manner. 3.7 Withdrawal of Proposals Auditor may withdraw its proposal by submitting a written request for its withdrawal to the District at any time before the date scheduled for proposal submission. The Auditor may thereafter submit a new proposal before the proposal submission date. Proposals may not be withdrawn after the proposal submission date. 3.8 Rejection of Proposals The District reserves the right to reject any or all proposals received as a result of this RFP or to negotiate separately with any Auditor when it is determined to be in the best interest of the District. 3.9 Questions and Clarifications

Questions are to be submitted in writing by email to Fabbee Buñag, Contracts Analyst,

at email address: bunagf@email.laccd.edu on or before April 27, 2015 (the “Questions Deadline). Proposers are asked to submit all questions in writing by the questions deadline. LACCD shall not be obligated to answer any questions received after the above-specified deadline or submitted in a manner other than as instructed above. Proposers should not contact District personnel in any other manner related to the RFP. Unauthorized contact with any District personnel may, at LACCD’s sole discretion, be cause for rejection of an Auditor’s Proposal. Written responses will be posted on the website: http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Pages/Bids-And-Proposals.aspx 3.10 RFP Addenda/Clarifications If it becomes necessary for the District to revise any part of this RFP, or to provide clarification or additional information after the RFP is released, a written addendum will be posted on the District's website at http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Pages/Bids-And-Proposals.aspx It shall be the responsibility of the Auditors to visit the District's website regularly as to any addenda issued prior to the proposal submission deadline. All addenda issued shall become part of the RFP. Proposer’s acknowledgement of the addenda must be declared in the proposal in Attachment E. Failure of the auditor to acknowledge any addenda shall not relieve the auditor from any obligation under its proposal as submitted. 3.11 Cost of Preparation of Proposals

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Costs for developing responses to this RFP are entirely the responsibility of the Auditor and shall not be chargeable to the District. 3.12 Errors in Proposal Auditor shall be bound by the terms and conditions of the proposal, notwithstanding the fact that errors are contained therein. However, if material errors are found in a proposal, the District will notify the Auditor that the proposal, as submitted, appears to contain errors and require the Auditor to correct the errors. 3.13 Contract Documents Documents included in this RFP are complementary. Work called for by one shall be binding as if called for by all. The intent of the documents is to include all labor, materials, equipment and supplies required to perform the work to be done. 3.14 Related Experience All Auditors must submit information that indicates specific qualification to perform the financial and compliance audit services as specified herein. Each Auditor shall submit with the proposal a list of at least four clients for whom such services have been performed during the past two years. The reference list shall include the names and addresses of the clients, contact name, title email address, telephone number, and the dates the work was performed. During the evaluation and selection process, the District may contact each of the referenced clients. Auditors are hereby advised that the District maintains the sole and exclusive right to determine whether or not the Auditor can perform the work to be done. This determination will specifically address the level, background, and experience or individuals to be assigned to perform the audit services. 3.15 Tentative Schedule of Events Issue RFP April 13, 2015 Written Questions Deadline April 27, 2015 Written Proposals Due May 8, 2015, 2:00 p.m. PST Interviews (if necessary) with representatives May 26 to May 28, 2015 of Invited Firms Begin Contract Negotiations with Apparent June 8 to June 12, 2015 Successful Auditor Board Award of Contract June 24, 2015

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3.16 Definitions The term “District” as used in these clauses shall be construed to include the Los Angeles Community College District, Program Manager, and all employees, officers, and agents of the District and the Personnel Commission. The Auditor is named as such in the contract documents and is referred to in generic terms as if Auditor were of singular number. 3.17 Covenants against Contingent Fees The Auditor warrants that no person or selling agency has been employed or retained to solicit or secure the contract to be executed as a result of this RFP upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide established commercial or selling agencies maintained by the Auditor for the purpose of securing business. For breach or violation of this warranty, the District shall have the right to terminate any contract that may be entered into with Auditor and, in its sole discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 3.18 Affirmative Action Auditor shall take affirmative action to ensure that applications are received and that employees are treated during employment without regard to their race, color, religion, age, sex, ancestry, handicap, or national origin. Such action shall include, but may not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Auditor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the State setting forth the provisions of the Fair Employment Practices Act. 3.19 Compliance with Civil Rights Act Auditor hereby assures that he will comply with Subchapter VI of the Civil Rights Act of 1964, USC Section 2000e through 2000e (17) to the end that no person shall, on the grounds of race, creed, color or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under the Agreement or under any project, program, or activity supported by the Agreement. 3.20 Assurance of Compliance with Section 504 of the Rehabilitation Act

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Auditor hereby assures that he will comply with Section 504 of the Rehabilitation Act of 1973, 20 USC 706, with regard to federal financial assistance administered by the Department of Health and Human Services. 3.21 Compliance with Laws Auditor agrees to comply with all applicable Federal, State and Local laws, rules, regulations, ordinances, policies and procedures in the conduct of the program as specified herein. 3.22 Subcontracting Auditors may subcontract with other qualified firms or individuals as required to complete all or a portion of the work to be done. The audit firm is expected to exercise good faith effort towards meeting statewide participation goals as specified in Title 5 for minority, women, and disabled veteran business enterprises. In the event an Auditor exercises this subcontracting option, the Auditor must provide all information requested in Section 4 for each subcontractor in identical form and content as that prescribed for Auditor’s response. In addition, the Auditor shall clearly describe the reason for using subcontractors, the specific role each subcontractor will play in the project, and the relationship between the Auditor and his subcontractor, which will be maintained during the term of the agreement. All proposed subcontracts shall be approved by the District prior to award of the subcontract by the Auditor. No subcontract will be approved unless the Auditor provides a written guarantee that his firm will be contractually obligated to assume all project responsibilities. Said guarantee shall be incorporated into the written agreement with the successful Auditor. 3.23 Terms of Agreement The agreement shall cover the period necessary to make the required audits and examinations for the fiscal years of 2014-2015, 2015-2016, and 2016-2017, inclusive; with an option to extend for another two fiscal years. The Auditor shall commence their work for each fiscal year at such time as may be mutually agreed upon by the parties hereto but not sooner than December 31st of the fiscal year being audited. Following the initial audit year, the agreement may be terminated for the audit of any subsequent fiscal year by the District or the Auditor, by giving written notice, with the reason thereof, to the other party not later than December 31st of any fiscal year for the audit of that fiscal year. 3.24 Compensation and Payments The District shall pay the Auditor an amount not to exceed the maximum cost proposed by Auditor for each audit year this agreement is in effect. The service fee provided

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herein shall cover all costs incurred by Auditor including any and all anticipated out-of-pocket expenses. Progress payment from the District shall be made to the Auditor for services rendered, except that in any audit year, the total amount of progress payments shall not exceed eighty percent (80%) of the annual fees. The remaining twenty percent (20%) shall be paid by the District upon satisfactory completion of the audit services for that audit year. Invoices presented by the Auditor shall be in duplicate and in a form acceptable to the District subject to approval by the Chief Financial Officer/Treasurer. 3.25 Additional Services The Auditor shall also be prepared to perform work or render additional audit and attest services in addition to the financial audit, in the areas of systems and procedures, electronic data processing, and operational reviews in the area of operations, physical assets, security, purchasing and contracting, maintenance and operations, facilities utilization and other areas of resource management. If the District requests Auditor to perform work or render services in addition to those which are usual and customary in making an audit and examination of the books and accounts of the District, the Auditor shall receive payment at a mutually agreed fee for such additional service. The Auditor shall employ only personnel who are qualified and experienced in the above tasks. 3.26 Administration of the Contract Duties and Obligations The activities of the Auditor in the discharge of obligations under the agreement shall be administered by a partner of Auditor who shall furnish the required coordination with the District each fiscal year. The District shall be represented by the Chief Financial Officer/Treasurer. 3.27 Scope of Audit Services Auditor shall assist in preparing the statement of expenditures of bond proceeds and notes to the statements for the Proposition A, Proposition AA and Measure J Bond Construction Programs in accordance with auditing standards generally accepted in the United States of America and the Standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Auditor shall perform tests of the accounting records and other procedures considered necessary based on the assessment of the risks of misstatement of the statements of expenditures of bond procedures for the Proposition A, Proposition AA and Measure J Bond Construction Programs to provide an opinion on the statements of expenditures

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of bond proceeds. Auditor will also evaluate the design and operating effectiveness of internal controls that address risks deemed significant with additional emphasis on fraud risks inherent to construction projects. A review of the internal controls shall also include entity level controls such as well-developed and documented policy and procedures. Auditor shall also audit and examine the propriety of expenditures to assure legal conformity with applicable statutes. 3.28 Technical Standards The audit of the statements of expenditures of bond proceeds for the Proposition A, Proposition AA and Measure J Bond Construction Programs in accordance with auditing standards generally accepted in the United States of America and the Standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. 3.29 Reports by Auditors Since time is of the essence in the performance of each annual financial audit, the Auditor shall devote such diligence, skills and time necessary to complete the audits by November 15 for each preceding fiscal year this agreement is in effect, in accordance with Education Code Section 84040. A report of each audit shall be timely filed with the Los Angeles County Clerk, the Los Angeles County Office of Education, the California State Board of Governors for the Community Colleges and the State Department of Finance. One hundred fifty (150) copies shall also be made available for the District. The Auditor shall be prepared to make a public presentation of the final reports to the District’s Audit Committee and to the Board of Trustees for acceptance prior to or on the last meeting in December, 2015 and at comparable meetings in the years 2016 and 2017. The Auditor shall render periodic reports on the progress of their audits and examinations as specified in Paragraph 3.33 above whenever requested by the District. The Auditor shall be prepared to meet with representatives of the District, upon request, whenever the need arises. Reports of the audits and examinations shall include, but shall not be limited to, such statements and other information as shall be prescribed by the California State Department of Finance in cooperation with the Auditor General and the Board of Governors, in accordance with the provisions of the California Education Code Sections 84040 and 84040.5 with reference to the District’s fiscal independence. 3.30 Management Letter A management letter shall be prepared by the Auditor in conjunction with each audit. The management letter shall include a statement of findings and recommendations affecting the financial statements, internal control, accounting systems, legality of

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actions, other instances of noncompliance with laws and regulations, and any other material information. Prior to the submission of the final draft of the management letter, the Auditor shall meet with appropriate District management staff to discuss its content. 3.31 Exit Conference At the end of each annual audit, the Auditor shall conduct an exit conference with appropriate personnel of the District. 3.32 Auditor Staffing The Auditor shall assign professional staff with appropriate knowledge, skills and disciplines for the conduct of a local education agency and bond financed construction project financial audit with additional consideration to fraud risk considerations. In-charge auditors shall be certified public accountants, currently licensed in the State of California. Managers shall coordinate the activities of the audit staff and shall be the liaison between the Auditor and the District. The manager shall be readily accessible and respond in a timely basis to the District at all times. The Auditor shall keep a current Project Organization Chart indicating the specific personnel assigned to each aspect of the audits. The Auditor shall also prepare, throughout the course of the audits, periodic status reports for each of the audit areas completed, in progress, and to be completed, including dates of completion, expected start dates, and expected completion dates. These scheduling and status reports shall be filed periodically, or upon request, with the Chief Financial Officer. 3.33 Working Papers Working papers shall be retained by the Auditor for a minimum of three (3) years unless notified otherwise in writing by the District or the State Controller. The audits are subject to review by the State Controllers’ Office, the Office of the Auditor General, and other individuals designated by the District. Accordingly, the audit working papers shall be made available upon request. 3.34 District’s Prior Year Records and Staff Assistance The prior year statements of expenditures of bond proceeds for the Proposition A, Proposition AA and Measure J Bond Construction Programs were performed by the Los Angeles office of KPMG. Copies of these reports are available in the office of the Chief Facilities Executive and Chief Financial Officer & Treasurer.

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The Program Managers and the District staff will provide assistance and act as liaison between the Auditor and the various District offices in their audits. It is not the intent of the District to furnish staff assistance for the purpose of pulling documents or preparing new schedules. Since existing working space is limited for District office staff, any requests for space will have to be made in advance to the Chief Financial Officer in order to be accommodated. 3.35 Interpretation of Proposal Documents. If any person contemplating submitting a proposal is in doubt as to the true meaning of any part of the RFP documents, or finds discrepancies in or omissions from the documents, he or she may submit to the District a written request for an interpretation

or correction thereof by the Written Questions Deadline of April 27, 2015. The person submitting the request will be responsible for its prompt delivery. Any interpretation or correction of the RFP documents will be made only by addendum duly issued and a copy of such addendum will be mailed or delivered to each person receiving a set of the RFP documents. No person is authorized to make any oral interpretation of any provision in the proposal documents to any Auditor and no Auditor is authorized to rely on such unauthorized oral interpretation. 3.36 Exemption from Disclosure Proposals will remain confidential in their entirety until the evaluation and analysis process is complete and a recommendation of an award has been submitted to the Los Angeles Community College District, except for information declared at the proposal opening date. All proposals submitted will become the property of the Los Angeles Community College District. The preparer must identify, in writing, all copyrighted material, trade secrets, or other proprietary information that the preparer claims are exempt from disclosure under the Public Records Act (California Government Code Section 6250 et seq.). Any auditor claiming such an exemption must also state in the proposal that “the auditor agrees to indemnify and hold harmless the Los Angeles Community College District, its Board of Trustees, and its officers, employees and agents, from any claims, liability, or damages against, and to defend any action brought against above said entities for their refusal to disclose such material, trade secrets, or other proprietary information by any party." Failure of a proposal to include such a statement will be deemed a waiver of any exemption from disclosure under the Public Records Act. A blanket statement that all contents of the proposal are confidential or proprietary will not be honored by the District. 3.37 Execution of Contract The Auditor selected for contract award through this RFP shall be required to enter into a written agreement with LACCD. The Sample Professional Services Agreement presented in Attachment G of this RFP is the agreement proposed for execution with the successful Auditor. It may be modified to incorporate other pertinent terms and

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conditions set forth in this RFP, including those added by addendum, and to reflect the proposer's offer or the outcome of contract negotiations, if any, conducted with the

proposer. Exceptions to the terms and conditions of the Sample Professional

Services Agreement, or the proposer's inability to comply with any of its

provisions of the Sample Professional Services Agreement, must be declared in

the proposal, as provided in the following Section 3.38, Exceptions and

Deviations. It may be modified to incorporate other pertinent terms and conditions set forth in this RFP, including those added by addendum, and to reflect the Proposer's offer or the outcome of contract negotiations, if any, conducted with the Proposer. The Proposer 's attention is directed particularly to Section 14 in the Sample Professional Services Agreement, which specifies the minimum insurance requirements

that must be met by the successful proposer. The proposer's inability or

unwillingness to meet these requirements as a condition of award must be stated

as an exception in the proposal. 3.38 Exceptions and Deviations Any exceptions to, deviations from, or inability to comply with the requirements set forth in this RFP, or the terms and conditions contained in the Professional Services Agreement, must be declared in writing in Attachment F within the proposal; failure to do so will prevent proposer from asserting its inability to comply with the terms or conditions later on. Such exceptions or deviations must be segregated as a separate element of the proposal under Attachment F - "Exceptions and Deviations to Professional Services Agreement." The District will make a good faith effort to consider contractual issues identified by Proposers and LACCD requires all proposing Auditors to similarly make a good faith effort to comply with the District’s sample agreement terms and conditions. Proposals that mandate the use of the Auditor's standard services contract, rather than utilizing the District’s standard services contract will result in that Auditor’s proposal being judged non-responsive and these proposals will be rejected. Proposals that reject the following integral provisions of the District's contract terms and conditions will be treated as a rejection of the District's contract and these proposals will be rejected. Section 6 – Term

Section 17 - Governing Law Section 18 – Nondiscrimination Section 21 – Board Authorization

The proposer's attention is directed particularly to Section 17 in the Professional Services Agreement, which specifies the minimum insurance requirements that must be met by the successful proposer(s). The proposer's inability or unwillingness to meet these requirements as a condition of award must be stated as an exception in the proposal.

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3.39 Protests Any proposer that has provided a sealed bid or proposal to the District may protest the solicitation or award of a contract for violations of LACCD’s procurement policies or of laws and regulations governing LACCD's procurement activities, provided the proposer has complied with PP-04-09, Bid Protest and Appeals. http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Documents/04-09-bid-protest-and-appeal.pdf. The Annual Adjustment Bid threshold for 2015 is $86,000.

In order to be considered, all protests must be in writing and filed with and received by LACCD, not more than five (5) business days following the date of issuance of the District’s Notice of Intent to Award with the contact below. The protest letter must state the basis for the protest and the remedy sought. Protests received by LACCD after this date will be returned to the sender. Director of Business Services Los Angeles Community College District 770 Wilshire Blvd, 6

th Floor

Los Angeles, CA 90017 Failure to timely file the proposal protest shall constitute grounds for the District to deny the proposal protest without further consideration of the grounds stated therein. 3.40 Pre-Contractual Expenses Pre-contractual expenses are defined as any expenses incurred by the proposer in: (1) preparing its proposal in response to this RFP; (2) submitting that proposal to LACCD; (3) negotiating with LACCD any matter related to this RFP, including a possible contract; or (4) engaging in any other activity prior to the effective date of award, if any, of a contract resulting from this RFP. LACCD shall not, under any circumstance, be liable for any pre-contractual expenses incurred by proposers. 3.41 No Commitment to Award Issuance of this RFP and receipt of proposals does not commit LACCD to award a contract. LACCD expressly reserves the right to postpone proposal opening for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one proposer concurrently, or to cancel all or part of this RFP.

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4. PROPOSAL RESPONSE REQUIREMENTS 4.1 General All proposals shall be submitted in the format as specified. Provide a complete response to each request for information. Responses to this Section of the RFP will be used by the District’s evaluation committee to determine the successful Auditor. 4.2 Letter of Transmittal Summarize your understanding of the work to be done. Indicate the names of the person who will be authorized to make representations on the part of your firm, their titles, addresses and telephone numbers and email addresses. The person and/or persons authorized to execute the contract on the part of your firm shall sign the transmittal letter. 4.3 Profile of Auditor State whether your firm is local, regional, national or international. State the location of the office from which the work will be done if your firm is awarded the contract, the number of partners, managers, seniors, supervisors, and other professional staff employed at this office. Describe the range of activities performed by the office from which the work will be done (i.e., auditing, accounting, tax service, management advisory service). Describe this office’s experience in auditing computerized systems, including the number and classifications of personnel skilled in computer related audit services. Describe this office’s experience in financial audits of construction projects including the number of personnel with construction related experience. Describe this office’s experience in fraud risk assessments or investigations including the number and classifications of personnel possessing industry certifications such as Certified Fraud Examiners. 4.4 Mandatory Requirements In reviewing responses to the District's RFP for independent financial audit services, the Auditor's proposal will be deemed non-responsive if their proposal can not meet all of the following mandatory requirements and if the proposal does not provide all of the requested information and supporting proof of capability information for the mandatory requirements. These requirements will be evaluated on a "Pass/Fail" basis. In order for a proposal to be considered RESPONSIVE, the Auditor must be able to demonstrate that they satisfy all Mandatory requirements. LACCD recommends that Auditors not respond to this RFP unless they can satisfy EVERY Mandatory

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requirement. For these mandatory requirements, LACCD may call your reference client(s) to validate your ability to provide a required capability. When you are requested

to provide client contact information for any references, you MUST include the following information:

Name

Mailing Address

Title

Phone number

Email address

The Auditor's service must have been used with a multi-project

construction program with a total budget of $1 billion or greater within 5

years of proposal submission. o Supporting Proof of Capability: Provide a detailed description of a reference

construction project where your service is used that effectively addresses the requirements of this mandatory requirement. You must provide both client reference contact information and the reference project’s:

Total Budget

Number of assets constructed and approximate value of

asset.

# Form of funding (i.e. corporate bond, public bond, private

funding, etc)

A description of how the service was implemented

The starting and ending dates (month/year) for the service

agreement

o Background: The capability of an Auditor’s service to support the needs of a small construction project is very different from being able to scale up to implement a multi-billion dollar project. LACCD needs Auditors who have a proven track record of providing services to projects of comparable magnitude.

4.5 Auditor’s Staffing and Qualifications Indicate the name of the person who will manage the audit services as specified in this RFP. Provide a brief resume of the manager’s experience in managing audits of the size and scope as specified herein. 4.6 Affirmative Action Program Discuss your firm’s affirmative action program with emphasis on the requirements as specified in Section 3.18 of this RFP. Does your firm plan to subcontract with a small and/or minority audit firm in order to meet the objectives of the affirmative action program as specified herein? If yes,

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indicate the name of the firm and provide all information requested in Section 4.3, 4.5, 4.6, 4.7, 4.10 and 4.11 of this RFP. 4.7 References Provide a list of at least four clients for whom your firm has provided auditing services in the past two (2) years. Indicate the scope of the audits performed for each of the referenced clients. Include the name of the client, address, contact person's name, title, telephone number and email address. 4.8 Mandatory Documents These documents shall be signed by a person authorized to commit the proposer to a contract, and must be included with the Auditor’s proposal when submitted by the Proposal Submission Deadline. Completed and signed Statement of Intent (Attachment A) Completed and signed Non-collusion Affidavit (Attachment B) Completed and signed Certification of Non-Discrimination (Attachment C) Completed Confidentiality Agreement (Attachment D) Acknowledgement of all addenda issued by the District (Attachment E) Exceptions and Deviations to Professional Services Agreement (Attachment F)

GRACE PERIOD FOR MISSING OR INCORRECT FILING OF ITEMS (a)

THROUGH (e) ONLY: In the event that a proposer fails to submit all or any part of above items with its submission or if any submitted item is incomplete or incorrect, the Contracts Office will notify the proposer and the proposer shall have an additional three (3) business days to submit the missing item to the Contracts Office. Failure to submit the missing item may result in the disqualification of the proposer if the mandatory item is missing entirely. Failure to complete or correct a mandatory item will result in the proposer’s Proposal being considered in the form in which it was originally submitted.

4.9 Auditor’s Approach to the Examinations Prepare a work plan to accomplish the auditing services as specified in this RFP. The work plan shall include time estimates for each significant segment of the work; the number of staff to be assigned, including supervisors where appropriate; the level of each of the staff members to be assigned; and any specialists who will be assigned during any portion of the audit. 4.10 Cost of Services Provide a summary of anticipated hours and maximum contract amount for each of the three years included in the audit. Also provide hourly rates by level of professional for any additional work the District may request.

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4.11 Additional Information The preceding sections shall contain only the information requested. If Auditor desires to present additional information, such additional information shall be presented in this Section of the RFP. If there is no additional information to present, indicate “There is no additional information to present.” 4.12 Assurances Auditor certifies that Auditor is a properly licensed certified public accountant in the State of California on or before January 1, 2015 and at the time of proposal submission. Auditor understands that the primary purpose of the examinations as specified herein is to express an opinion on the financial statements and that such an examination is subject to the inherent risk that errors or irregularities be detected. If conditions are discovered which lead to the belief that material errors, defalcations, or other irregularities may exist, or if any other circumstances are encountered that require extended services, the Auditor will promptly advise the District. No extended services whether foreseen or unforeseen will be performed unless they are authorized by the District and the agreement covering the work to be done has been amended to reflect such extended services. Auditor shall certify that in accordance with generally accepted auditing standards and other applicable guidelines and regulations, the Auditor will select the necessary procedures to test compliance and to disclose noncompliance with specified laws, regulations and contracts.

5. EVALUATION AND SELECTION PROCESS 5.1 Evaluation Process and Factors Proposals will be evaluated by District staff against the factors specified below. During the evaluation, validation and selection process, the District may request meetings with an Auditor’s representative to request answers to specific questions or may request that the Auditor answer specific questions in writing. The District may require that the Auditor make presentations that are pertinent to the evaluation process. If a question and/or questions are asked by the District in a meeting and these questions and the answers thereto are pertinent to the proposal and the contract to be awarded, the question(s) and the answer(s) will be sent to the Auditors in writing for verification before they are included in the contract documents. All proposals will be evaluated using these factors. The relative weights of the criteria are based on a 100 percent scale, as listed below: 1. (40%) Qualifications, references and experience 2. (35%) Staffing and project organization 3. (25%) Pricing

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5.2 Award of the Contract Final acceptance of a proposal shall be made by the Board of Trustees at a public meeting. The District reserves the right to reject any and all proposals, if it deems that such action is in the best interest of the District, and to withdraw the RFP and discontinue the RFP process. The District also reserves the right to waive any and all technicalities and non-substantive defects in any RFP. If a mutually agreed upon contract is negotiated, the District will request approval of the contract from its Board of Trustees and shall execute a contract with the Auditor. If a contract cannot be successfully negotiated with the selected Auditor, the District may move on to negotiate a contract with another proposer within the highest ranked group. If the contract is awarded, it will be to the responsible Auditor whose proposal is deemed to be the best proposal and whose proposal best meets the requirements of the RFP, cost and all other factors considered. It is anticipated that award of the contract will be made within sixty (60) days after the submission of proposals. If award cannot be made within this time period, the Auditors will be requested, in writing, to extend the time period during which the Auditor agrees to be bound by his/her proposal. Written notification will be made to all Auditors who submitted proposals.

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EXHIBIT A

Basic Financial Statements Los Angeles Community College District

1a. Statement of Expenditures of Bond Proceeds Proposition A

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1b. Notes to Statement of Expenditures of Bond Proceeds Proposition A

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2a. Statement of Expenditures of Bond Proceeds Proposition AA

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2b. Notes to Statement of Expenditures of Bond Proceeds Proposition AA

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3a. Statement of Expenditures of Bond Proceeds Measure J

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3b. Notes to Statement of Expenditures of Bond Proceeds Proposition AA

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EXHIBIT B

Supplemental Financial Information Los Angeles Community College District

1a. Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Proposition A

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1b. Notes to Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Proposition A

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2a. Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Proposition AA

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2b. Notes to Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Proposition AA

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3a. Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Measure J

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3b. Notes to Unaudited Supplementary Schedule of Expenditures of Bond Proceeds Period from program inception through 6/30/2014 Measure J

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EXHIBIT C (Provided as a separate document)

Report on Audited Statement of Expenditures of Bond Proceeds and Unaudited Supplementary Schedule - June 30, 2014

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ATTACHMENT A

STATEMENT OF INTENT

TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH ITS PROPOSAL TO THE BOARD OF TRUSTEES OF THE LOS ANGELES COMMUNITY COLLEGE DISTRICT: The undersigned Proposer, having become familiar with the general conditions, requirements, and instructions for completing this Proposal hereby offers to provide the services in accordance with its proposal and subject to the terms and conditions set forth herein by references and attachments.

PROPOSER__________________________________________________ (Type or Print Complete Legal Name of Firm) By___________________________________________ (Signature) Printed Name___________________________________ Title__________________________________________ IRS or Social Security No. of Bidder_______________________ Address______________________________________________________________ Street City State Zip Phone (_____) __________________ Fax (_____) __________________ E-mail:_________________________ Date ________________________

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ATTACHMENT B

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER

AND SUBMITTED WITH ITS PROPOSAL

(Name) _______________________________________, being first duly sworn, disposes and says that he or she is (Title) _________________________________ of (Company) _____________________________, the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner, directly, or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusion or sham proposal. IN WITNESS WHEREOF, the undersigned has executed this Non-collusion Affidavit this __________ Day of ____________________, 2015 PROPOSER _________________________________________ (Type or Print Complete Legal Name of Firm)

By ______________________________________________ (Signature)

Name____________________________________________ (Type or Print)

Title _____________________________________________

Address __________________________________________

City ________________________ State _____ Zip ________

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ATTACHMENT C

CERTIFICATION OF NON-DISCRIMINATION TO BE EXECUTED BY PROPOSER

AND SUBMITTED WITH ITS PROPOSAL Proposer hereby certifies that in performing work or providing products for the District, there shall be no discrimination in its hiring or employment practices because of age, sex, race, color, ancestry, national origin, religious creed, physical handicap, medical condition, marital status, or sexual orientation, except as provided for in Section 12940 of the California Government Code. Proposer shall comply with applicable Federal and California anti-discrimination laws, including but not limited to the California Fair Employment and Housing Act, beginning with Section 12900 of the California Government Code. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Discrimination this __________ day of ____________________, 2015. PROPOSER _________________________________________ (Type or Print Complete Legal Name of Firm) By ______________________________________________ (Signature) Name____________________________________________ (Type or Print) Title _____________________________________________ Address __________________________________________ City ________________________ State _____ Zip ________

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ATTACHMENT D

CONFIDENTIALITY AGREEMENT

The undersigned, a duly authorized officer of _________________________________________________, does hereby represent, warrant and agree to the following statement:

All financial, statistical, personal, technical or other data and information relating to the District’s operation which are designated confidential by the District and made available to the undersigned shall be protected by the undersigned from unauthorized use and disclosure.

Date: _________________________ ___________________________________ Name of Proposer By: ___________________________________ Authorized Officer

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ATTACHMENT E

ACKNOWLEDGMENT OF ADDENDA

The Proposer shall signify receipt of all Addenda, if any, here:

ADDENDUM NO.

DATE RECEIVED SIGNATURE

If necessary, please print and sign additional pages.

PROPOSER _________________________________________ (Type or Print Complete Legal Name of Firm) By ______________________________________________ (Signature) Name____________________________________________ (Type or Print) Title _____________________________________________ Address __________________________________________ City ________________________ State _____ Zip ________

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ATTACHMENT F

EXCEPTIONS AND DEVIATIONS TO PROFESSIONAL SERVICES AGREEMENT

The Proposer acknowledges it has seen and reviewed the Professional Services Agreement in Attachment G and attests to the following:

1. Certain exceptions and deviations may deem the proposal non-responsive and result in rejection of the proposal. a. Proposals that mandate the use of Auditor's standard services contract, rather than utilizing the District’s standard services contract. b. Proposals that reject the following integral provisions of the District's contract terms and conditions will be treated as a rejection of the District's contract and these proposals will be rejected. Section 6 – Term

Section 17 - Governing Law Section 18 – Nondiscrimination Section 21 – Board Authorization

2. In the event that exceptions and deviations to the Professional Services Agreement are requested after the contract has been awarded, the District may deem the proposal non-responsive and may disqualify the proposal at its discretion.

☐ We have no exceptions or deviations to the Professional Services Agreement

☐ We have the following or the attached exceptions and/or deviations to the

Professional Services Agreement. PROPOSER _________________________________________ (Type or Print Complete Legal Name of Firm) By ______________________________________________ (Signature) Name____________________________________________ (Type or Print) Title _____________________________________________ Address __________________________________________ City ________________________ State _____ Zip ________

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ATTACHMENT G

STANDARD PROFESSIONAL SERVICES AGREEMENT PARTIES: LOS ANGELES COMMUNITY COLLEGE DISTRICT ("District") 770 Wilshire Boulevard Los Angeles, California 90017 ("District") ___________________________________ ___________________________________ ___________________________________ ("Contractor") DATE: TERM OF AGREEMENT:

RECITALS WHEREAS, the District is authorized to contract for the procurement of professional services as authorized by law; and WHEREAS, the Contractor is specially licensed, trained, experienced and competent to perform the services described herein pursuant to this agreement; NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, the parties hereby agree as follows:

AGREEMENT

1. SERVICES. The Contractor shall perform the Services set forth in Exhibit "A" (the "Services") in compliance with specifications and standards set forth in that Exhibit. The District shall have the right to order, in writing, changes in the scope of work or under the Services to be performed with any applicable version of the compensation paid hereunder agreed upon by the District and the Contractor. Any adjustment to fees, rate schedules, or schedule of performance can only be adjusted pursuant to written agreement between the parties.

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2. CONTRACT DOCUMENTS. The complete contract between the Contractor and the District includes the following documents as applicable: the advertisement for Request For Proposals, the RFP conditions, requirements and specifications, the Proposal of the Contractor and its acceptance by the District, the District’s contract, and all amendments thereto. Any of these documents shall be interpreted to include all provisions of the other documents as though fully set forth therein. Notwithstanding anything to the contrary contained in the agreement between the District and the Provider, and/or in case of any conflicting terminology between the Provider’s proposal and the District’s contract terms and conditions, the District’s RFP conditions and instructions and the District’s Agreement terms and conditions shall apply and prevail.

3. WARRANTIES. The Contractor warrants and represents that it is specially trained, qualified, duly licensed, experienced, and competent to provide the Services. The Contractor warrants that Services (and any goods in connection therewith) furnished hereunder will conform to the requirements of this agreement (including all descriptions, specifications and drawings made a part hereof) and in the case of goods will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and to the extent not manufactured pursuant to detailed designs furnished by the District, free from defects in design. The District's approval of designs or specifications furnished by the Contractor shall not relieve the Contractor of its obligations under this warranty. All warranties, including special warranties specified elsewhere herein, shall inure to the District, its successors, assigns, and users of the goods or services.

4. FEES. The District shall pay the Contractor the fees set forth in Exhibit B, in accordance with the terms and conditions of this Agreement. The Contractor represents that such fees do not exceed the Contractor's customary current price schedule. The District shall pay all applicable taxes; excepting, however, the federal excise tax, and all state and local property taxes, as college districts are exempt therefrom. Payment shall be made by the District's Accounts Payable Office upon submittal of invoice(s) approved by the Vice-President of Administration, or designee, at the College.

5. EXPENSES. The Contractor shall assume all expenses incurred in connection with performance except as otherwise provided in this agreement.

6. TERM OF AGREEMENT. This agreement shall be for the term set forth above, unless sooner terminated pursuant to the terms hereof.

7. TERMINATION OF AGREEMENT. The Los Angeles Community College District may at any time elect to terminate the agreement without cause and issue a five (5) day written termination notice. The Provider likewise can issue a five (5) day notice of termination. The fees due to the Provider will be based the following conditions:

a) If during the course of the assessment any attempt to deviate from the independent nature may necessitate termination of the agreement. Remaining payment for services shall be based on the approved fee schedule.

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b) If the assessment schedule as provided by the Provider is not maintained and adequate justification is not provided within a reasonable time period, the College may elect to terminate the agreement. Remaining payment for services shall be based on the approved fee schedule. c) In the event of termination, within Phase 1, the fee schedule shall be considered based on the (6) six deliverables. During Phase 2 the hourly rate based on work performed shall define how payments will be made.

8. DOCUMENTATION. The Contractor agrees to provide to the District, at no charge, a sufficient number of nonproprietary manuals and other printed materials, as used in connection with the Services, and updated versions thereof, which are necessary or useful to the District in its use of the Services provided hereunder.

9. RIGHTS IN DATA. All technical communications and records originated or prepared by the Contractor pursuant to this agreement including papers, reports, charts, computer programs, and other documentation, but not including the Contractor's administrative communications and records relating to this agreement shall be delivered to and shall become the exclusive property of the District and may be copyrighted by the District. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this agreement by the Contractor or jointly by the Contractor and the District can be used by either party in any way it may deem appropriate. All inventions, discoveries or improvements of the computer programs developed pursuant to this agreement shall be the property of the District. During the term of this agreement, certain information which the District deems confidential ("Confidential Information") might be disclosed to the Contractor. The Contractor agrees not to divulge, duplicate or use any Confidential Information obtained by the Contractor during the Contractor's engagement. Such Confidential Information may include, but is not limited to, student and employee information, computer programs, and data in the District's written records or stored on the District's computer systems.

10. CONTRACTOR ACCOUNTING RECORDS. Records of the Contractor's directly employed personnel, other consultants and reimbursable expenses pertaining to the work and records of account between the District and the Contractor shall be maintained on an accounting basis acceptable to the District and shall be available for examination by the District or its authorized representative(s) during regular business hours within one (1) week following a request by the District to examine such records. Failure by the Contractor to permit such examination within one (1) week of a request shall permit the District to withhold all further payments until such examination is completed unless an extension of time for examination is authorized by the District in writing.

11. RELATIONSHIP OF PARTIES. With regard to performance hereunder, the Contractor is an independent contractor and not an officer, agent, partner, joint venturer, or employee of the District. The Contractor shall not, at any time, or in any

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manner, represent that it or any of its agents or employees is in any manner agents or employees of the District.

12. DISTRICT REPRESENTATIVE. The contact person set forth above or his or her designee shall represent the District in the implementation of this agreement.

13. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the District from any claims the Contractor may have at any time arising out of or relating in any way to this agreement, except to the extent caused by the District's willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the District be liable for any loss of the Contractor's business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the District has been advised in advance of the possibility of such damages. This shall constitute the District's sole liability to the Contractor and the Contractor's exclusive remedies against the District. Except for the sole negligence or willful misconduct of the District the Contractor shall indemnify, hold harmless and defend the District and its Board of Trustees, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from this agreement. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the District, and its Board of Trustees, officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys fees, costs, and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, servicemark, or tradename, furnished or used in connection with this agreement. The Contractor, at its own expense, shall defend any action brought against the District to the extent that such action is based upon a claim that the goods or software supplied by the Contractor or the operation of such goods infringes a patent, trademark, or copyright or violates a trade secret. Each party hereto (the “Indemnifying Party”) agrees to protect, indemnify, defend and hold harmless to the other party, and its affiliates, successors, assigns, directors, officers, employees, and agents, from and against any and all losses, claims, liens, liabilities and expenses whatsoever, arising from or relating to the performance of this Agreement but only to the extent of the Indemnifying Party’s fault hereunder.

14. INSURANCE. Without limiting the Contractor's indemnification of the District and as a material condition of this agreement, the Contractor shall procure and maintain at its sole expense, for the duration of this agreement, insurance coverage with limits, terms and conditions at least as broad as set forth in this section. The Contractor shall secure and maintain, at a minimum, insurance as set forth below, with insurance companies acceptable to the District to protect the District from claims which may arise from operations under this agreement, whether such operations be by the Contractor or any subcontractor or anyone directly or indirectly employed by any of them. As a material condition of this agreement, the Contractor shall furnish to the District certificates of such insurance and endorsements, which shall include a provision for a

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minimum thirty-days notice to the District prior to cancellation of or a material change in coverage. The Contractor shall provide the following insurance: a) Commercial General Liability Insurance, "occurrence" form only, to provide defense and indemnity coverage to the Contractor and the District for bodily injury and property damage. Such insurance shall name the District as an additional named insured and shall have a combined single limit of not less than one million dollars ($1,000,000) per occurrence. The policy so secured and maintained shall include personal injury, contractual or assumed liability insurance; independent contractors; premises and operations; products liability and completed operation; broad form property damage; broad form liability; and owned, hired and non-owned automobile insurance. The policy shall be endorsed to provide specifically that any insurance carried by the District which may be applicable to any claim or loss shall be deemed excess and non-contributory, and the Contractor's insurance primary, despite any provisions in the Contractor's policy to the contrary. b) Professional liability insurance in an amount not less than one million dollars ($1,000,000) per incident. c) Workers' Compensation Insurance with limits as required by the Labor Code of the State of California and Employers Liability insurance limits of not less than one million dollars ($1,000,000) per accident. d) Business auto liability insurance with coverage at least as broad as provided by Insurance Services office form CA 00 01 with limits not less than one million dollars ($1,000,000) combined single limit, including owned, non-owned, and hired autos; Failure to maintain the insurance and furnish the required documents may terminate this agreement without waiver of any other remedy the District may have under law.

15. AMENDMENTS. This agreement is the entire agreement between the parties as to its subject matter and supersedes all prior or contemporaneous understandings, negotiations, or agreements between the parties, whether written or oral, with respect thereto. This agreement may be amended only in a writing signed by both parties.

16. ASSIGNMENT. This agreement may not be assigned or otherwise transferred, in whole or in part, by either the District or the Contractor without prior written consent of the other.

17. GOVERNING LAW. This agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder, and any action arising from or relating to this agreement, shall be construed and enforced in accordance with, and governed by, the laws of the State of California or United States law, without giving effect to conflict of laws principles. Any action or

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proceeding arising out of or relating to this agreement shall be brought in the county of Los Angeles, State of California, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum.

18. NONDISCRIMINATION. The Contractor hereby certifies that in performing work or providing services for the District, there shall be no discrimination in its hiring, employment practices, or operation because of sex, race, religious creed, color, ancestry, national origin, physical disability, mental disability, medical condition, marital status, or sexual orientation, except as provided for in section 12940 of the Government Code. The Contractor shall comply with applicable federal and California anti-discrimination laws, including but not limited to, the California Fair Employment and Housing Act, beginning with Section 12900 of the California Government Code, the provisions of the Civil Rights Act of 1964 (Pub. L. 88-352; 78 Stat. 252) and Title IX of the Education Amendments of 1972 (Pub. L. 92-318) and the Regulations of the Department of Education which implement those Acts. The Contractor agrees to require compliance with this nondiscrimination policy by all subcontractors employed in connection with this agreement.

19. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of this agreement, certifies that it is an equal employment opportunity employer.

20. ATTORNEYS' FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to this agreement, each party shall bear its own attorneys' fees and costs, regardless of which party prevails.

21. BOARD AUTHORIZATION. The effectiveness of this agreement is expressly conditioned upon approval by the District's Board of Trustees.

22. SEVERABILITY. The Contractor and the District agree that if any part, term, or provision of this agreement is found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect other parts, terms, or provisions of this agreement, which shall be given effect without the portion held invalid, illegal, or unenforceable, and to that extent the parts, terms, and provisions of this agreement are severable.

23. TERMINATION FOR NON-APPROPRIATION OF FUNDS. If the term of this agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the agreement is contingent on the appropriation and availability of funds for such purpose, as determined in good faith by the District. If funds to effect such continued purpose are not appropriated or available as determined in good faith by the District, this agreement shall automatically terminate and the District shall be relieved of any further obligation.

24. NOTICE. Any notice required to be given pursuant to the terms of this agreement shall be in writing and served personally or by deposit in the United States mail, postage and fees fully prepaid, addressed to the applicable address set forth above. Service of any such notice if given personally shall be deemed complete upon delivery,

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and if made by mail shall be deemed complete on the day of actual receipt or at the expiration of 2 business days after the date of mailing, whichever is earlier.

25. CONFLICTS OF INTEREST. The Contractor agrees not to accept any employment or representation during the term of this agreement which is or may likely make the Contractor .financially interested. (as provided in California Government Code Sections 1090 and 87100) in any decision made by the District on any matter in connection with which the Contractor has been retained pursuant to this agreement.

26. REQUIREMENTS FOR FEDERALLY FUNDED CONTRACTS. a) If this Agreement is funded by the District, in whole or in part, from revenues received from the Federal Government, then the following additional provisions shall apply. It shall be the Contractor's responsibility to ascertain if Federal funds are involved. b) Contractor, and any subcontractors at any tier, shall comply with E.O. 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." c) No contract, or any subcontract at any tier, shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold (currently $100,000) shall provide the required certification regarding its exclusion status and that of its principal employees.

IN WITNESS WHEREOF, the parties hereto have executed this agreement in Los Angeles, California, on the date set forth above. -DISTRICT- LOS ANGELES COMMUNITY COLLEGE DISTRICT By__________________________________ - CONTRACTOR - By__________________________________ (Signature) Printed Name_________________________ Title_________________________________