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REQUEST FOR PROPOSAL PROFESSIONAL SERVICES

AC TRANSIT DISTRICT Purchasing Department 1600 Franklin Street, 8th Floor Oakland, CA 94603 PROPOSALS MUST BE RECEIVED at 1600 Franklin Street, Oakland, CA by May 24, 2016 Sign the proposal, put it in an envelope, and write the Contract Proposal number and Title on the outside. Sign and return this page. Retain Proposer’s Duplicate copy for your files.

SIGN AND RETURN THIS PAGE CONTRACT PROPOSAL NO.:

2016-1371 Date: May 3, 2016 TITLE: FINANCIAL AUDIT SERVICES DO NOT INCLUDE SALES OR EXCISE TAXES in proposal prices.

ALL PROPOSERS COMPLETE THIS SECTION:

2016

Upon execution of a Contract Acceptance form, the undersigned agrees to furnish, subject to provisions on the reverse of this form, all articles or services within the dates specified, in the manner and at the prices stated, in accordance with the advertisement, specifications, proposal, special conditions and general conditions, all of which are made part of the contract proposal, when authorized by Purchase Order, Contract Order, or Letter of Agreement issued by the District. Name under which Business is conducted: Business street address: Telephone:

City State Zip Code IF SOLE OWNER, sign here:

I sign as sole owner of the business named above:

Signed Typed Name IF PARTNERSHIP OR JOINT VENTURE, sign here:

The undersigned certify that we are partners in the business (joint venture) named above and that we sign this contract proposal with full authority to do so (one or more partners sign):

Signed Typed Name

Signed Typed Name IF CORPORATION, sign here:

The undersigned certify that they sign this contract proposal with full authority to do so: The undersigned certify that they sign this contract proposal with full authority to do so:

Corporate Name:

Signed Typed Name Title

Signed Typed Name Title

Incorporated under the laws of the State of Form C102 May 2005

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GENERAL CONTRACT CONDITIONS1. RENDITION OF SERVICES The Contractor hereby agrees to undertake, carry out and complete all work established herein in a professional and efficient manner satisfactory to District standards.

The professional service or the performance of work or services required by the District cannot satisfactorily be performed by the regular employees of the District.

2. CONTRACTOR'S STATUS Neither the Contractor nor any party contracting with the Contractor shall be deemed to be an agent or employee of the District. The Contractor is and shall be an independent Contractor, and the legal relationship of any person performing services for the Sub-Contractor shall be one solely between said parties. Contractor shall not subcontract any services to be performed by it under this Agreement without the prior written approval of the District, except for service firms engaged in drawing, production, typing and printing. Contractor shall be solely responsible for reimbursing any sub-Contractors and the District shall have no obligation to them. 3. OWNERSHIP OF WORK All reports, designs, drawings, plans, specifications, schedules, and other materials prepared, or in the process of being prepared, for the services to be performed by Contractor shall be and are the property of the District and the District shall be entitled to access thereto, and copies thereof, during the progress of the work.

In the event that the work, which is the subject of this Agreement, is not completed, for any reason whatsoever, all materials generated under this Agreement shall be delivered as the District may direct. 4. RECORDS The Contractor shall permit the authorized representatives of the District to inspect and audit all data and records relating to performance under this Agreement. Contractor shall maintain all such records for a period of three (3) years after the District makes final payment under this Agreement.

5. TERMINATION FOR DEFAULT In the event the Contractor breaches the terms or violates the conditions of this Agreement, and does not within ten (10) days of written notice from the District cure such breach or violation, the District may immediately terminate this agreement, and shall pay the Contractor only its allowable costs to the date of termination.

6. TERMINATION FOR CONVENIENCE The District may terminate this Agreement, in whole or in part, at any time for the District's convenience and without cause at any time by giving the Contractor written notice of termination. The Contractor will be paid for those services performed pursuant to this Agreement to the satisfaction of the District up to the date of notice of termination. The Contractor shall promptly submit its termination claim. If the Contractor has any property in its possession belonging to the District, the Contractor will account for the same and dispose of it in the manner the District directs. 7. NON-DISCRIMINATION In connection with the execution of any Contract hereunder, the Contractor shall not discriminate against any applicant or employee on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sexual orientation, sex or age as defined in Section 12926 Government Code. 8. INDEMNIFICATION The Contractor shall indemnify, keep and save harmless the District, its Board of Directors, officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, expense, costs (including, without limitation, costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the District. 9. CHANGES If any changes to the scope of services are sought by either party that

would require a modification of the amount of compensation, the changes

must be accepted in advance of any action to implement the change by the

Project Manager and the Purchasing Department.

The District may at any time by written order make changes within the Scope of Services described in this Agreement. If such changes cause an increase in the budgeted cost of or the time required for performance of the agreed upon work, the Contractor shall notify the District in writing of the amount of time and compensation adjustments that are required. In the event the Contractor encounters any unanticipated conditions or contingencies that may affect the scope of services and would result in an adjustment to the amount of compensation specified herein, Contractor shall so advise the District immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation resulting there from. Any and all agreed upon pertinent changes shall be expressed as a written modification to this Agreement prior to implementation of such changes. 10. DISPUTE RESOLUTION In case any disagreement, difference or controversy shall arise between the parties, with respect to any matter in relation to or arising out of or under this Agreement or the respective rights and liabilities of the parties, and the parties to the controversy cannot mutually agree thereon, then such disagreement, difference, or controversy shall be determined by binding arbitration, according to the rules of the American Arbitration Association.

Any award made by the Arbitrator(s) shall be final, binding and conclusive upon all parties and those claiming under them. The costs and expenses of any Arbitration shall be borne and paid as the Arbitrator(s) shall, by their award, direct.

The submission to Arbitration is hereby made a condition precedent to the institution of any action at law or in equity with respect to the controversy involved; and such action at law or in equity shall be restricted solely to the subject matter of the challenge of such award on the grounds and only in the manner permitted by law. 11. NO ASSIGNMENT This Agreement is personal to each of the parties hereto, and neither party

may assign or delegate any of its rights or obligations hereunder without

first obtaining the written consent of the other.

12. PROHIBITED INTERESTS No member, officer, director or employee of the District during his/her tenure or for one year thereafter, shall have any interest direct or indirect, in this Agreement or the proceeds thereof. Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this Agreement. Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed by Contractor. The District may require Contractor to file an annual Statement of Economic Interest form pursuant to the Political Reform Act of 1974 (Government Code Section 81000 et seq.)

13. WAIVER Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach.

14. GOVERNING LAW This Agreement, its interpretation and all work performed hereunder, shall be governed by the laws of the State of California.

15. INSURANCE Depending on the nature of the services being solicited, the District may have certain minimum insurance requirements.

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AC TRANSIT DISTRICT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT 2016-1371

FINANCIAL AUDIT SERVICES FOR THE PERIOD MAY 1, 2016, THROUGH JUNE 30, 2021

SPECIAL CONDITIONS

16. GENERAL INFORMATION

The Alameda-Contra Costa Transit District seeks competitive proposals for professional financial audit services for the District’s financial statements and records.

The Alameda-Contra Costa Transit District, hereinafter also referred to as, “the District”, or also as, “AC Transit”, is a Special District, organized under the laws of the State of California, which provides public transit service to approximately 220,000 daily riders with a fleet of more than 500 buses. The District’s service area extends from western Contra Costa County to southern Alameda County. The District has approximately 2,000 employees and is financed through the receipt of transit fares, property taxes, state and federal funding.

This Request for Proposal (RFP) outlines the scope of services requested as well as information that should be included in the proposal. It is the intent of the District to award one (1) firm-fixed fee contract to a qualified professional or firm in accordance with the requirements of this Request for Proposal (RFP) for a total five (5) year contract period. This RFP does not commit the District to award a contract, to pay costs incurred in proposal preparation, or to procure or contract for services. The District reserves the right to reject any and all proposals, cancel all or part of this RFP and/or waive any minor irregularities or informalities.

Proposals will remain in effect for ninety (90) days from the designated date for receipt of proposals, unless mutually extended. The General Manager’s signature will constitute a binding award in accordance with Sample Contract, Exhibit - 6.

If not already registered, an online Vendor Registration is recommended prior to contract award. Proposers should access www.actransit.org, select purchasing, online purchasing, and register as an Online Purchasing User. To complete the process, include a W-9, Request for Taxpayer Identification Number and Certification containing original signature in proposals. If online access is not available, contact the Purchasing Department for instructions.

17. QUESTIONS

Questions raised regarding the Request for Proposal (RFP) must be submitted electronically (via e-mail) to Michael McGinley, at [email protected]. Questions must be submitted no later than Thursday, May 10, 2016 at 4:00 p.m.

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Pacific Time. It is anticipated that the District will send out and post a responsive Addenda by Thursday, May 17, 2016. Upon delivery, such addenda will become a part of the RFP and binding on all eligible offers.

18. SCHEDULE OF EVENTS (Estimated) May 3, 2016 Release of RFP May 10, 2016 Due Date for Proposer’s RFP Questions

May 17, 2016 Addenda to RFP in light of Questions Received May 24, 2016 Proposals Due Date TBD Interviews Date TBD Selection of Finalist(s) June 8, 2016 Contract Award

19. SUBMITTAL DATE, TIME AND LOCATION

To be considered, one (1) original and three (3) copies of written proposals, and one (1) CD or “flash drive” with an Adobe Acrobat file of the entire proposal must be submitted. The proposals shall be submitted no later than 4:00 p.m. local time on May 24, 2016 to the following address:

AC Transit District Purchasing Department 1600 Franklin Street, 8th Floor Oakland, California 94612 Attn: Michael McGinley, Contract Specialist

All proposals must be clearly marked REQUEST FOR PROPOSAL NO. 2016-1371: FINANCIAL AUDIT SERVICES. Proposals may be mailed or hand-delivered. Only proposals that are received at the designated location by the required date and time will be considered. No facsimile or email transmissions will be accepted. The District may award based upon initial proposals received, and after verifying references, without any discussions or negotiations. Therefore, proposals should be submitted on the most favorable conditions possible from a cost and technical standpoint. The District reserves the right to reject any or all offers and to waive informalities and minor irregularities in offers received. Furthermore, the District reserves the right to negotiate with those Proposers with offers determined to be within a competitive range.

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SPECIAL CONDITIONS

Proposals will remain in effect for one hundred and twenty (120) days from the designated date for receipt of proposals, unless mutually extended. No pre- award costs will be reimbursed by the District. The signature of the District’s General Manager, or his designee, will constitute a binding award.

20. SCOPE OF SERVICES

See Exhibit - 1, Scope of Services 21. PROPOSAL REQUIREMENTS

Interested proposers must submit proposals and qualifications in a brief response to this formal RFP, including a detailed statement of qualifications. Each proposal must be submitted in two (2) separate sealed envelopes within the proposal package. Part I will contain all responsive materials except those relating to cost. Part II will contain only information relating to cost. Specifically, Part I of proposals shall include the following information, presented as a narrative in a clear, comprehensive, and concise manner (10 (ten) page limit):

A. General description of the firm, including size, number of employees,

primary business, (consulting, pension planning, insurance, etc.), other affiliated business or services, type of organization (franchise, corporation, partnership, etc.), understanding of the requirements and comprehensiveness of the scope of services outlined in this RFP and other descriptive material.

B. The firm’s qualifications and demonstrated experience examining financial statements and records, including testing financial transactions and records, of comparable transit agencies and other public agencies and entities at the state and local level for compliance with applicable local, state, federal and enabling act laws. And, specifically please provide:

1. Details on Public Sector experience and history. (See Proposer Qualifications and Reference Questionnaire, Exhibit – 4.)

2. Past performance and quality of services performed for other than public

sector agencies. (See Proposer Qualifications and Reference Questionnaire, Exhibit – 4.)

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C. Identification of supervising, professional and support staff personnel who will be performing work under the contract, including summary information regarding the professional qualifications, general and governmental accounting experience and knowledge and specific experience with the Sarbanes Oxley Act of 2002.The firm name, manager/partner who will be responsible for services, address, telephone, cell phone, fax numbers, and E-mail and/or web site addresses. Please also include the name and qualifications of the person/s that will be conducting the peer review, quality assurance review and Information Services Review (ISR) for this engagement, and how long your firm has been using said person/s in such capacities.

D. Project Planning (see Exhibit-1, Scope of Services)

1. Outline project implementation to include milestone timeline and deliverables. Include Contractor consultant hours by role, for each milestone and deliverable.

2. Identification of major project phases and associated activities, with estimation of hours for both District and Contractor staff by role.

3. Project management methodology.

E. For the ISR, please identify which standards and guidelines you will be following, as well as the tasks to be performed and the deliverables to the District.

F. Identification of the primary office location performing contract services for the District.

G. Statement of the availability and location of staff and other required resources for performing all services and providing deliverables within indicated time frames. Statement as to whether or not the services outlined in the Scope of Services can be performed using only your present staff.

H. The Contractor shall describe a means by which any change in its staff may be effected with a minimum of disruption to the services provided to the District.

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I. Fully completed fee schedule for the five (5) year contract period. (See Service Fee Schedule Matrix, Exhibit-2.)

22. EVALUATION CRITERIA

Primary emphasis will be on Technical Evaluation Criteria.

A. Technical Evaluation Criteria

Technical Proposal evaluation criteria are formatted in descending order of importance as follows:

1. Understanding requirements and comprehensiveness of requested

services.

2. Proposer’s qualifications and demonstrated experience examining financial statements and records, including testing financial transactions and records, of comparable transit agencies and other public agencies and entities at the state and local level for compliance with applicable local, state, federal and enabling act laws.

3. Project Planning (see Exhibit-1, Scope of Services)

a. Comprehensiveness of project implementation, including milestone timeline and deliverables.

b. Detailed identification of major project phases and associated activities, with estimation of hours for both District and Contractor staff by role.

c. Project management methodology.

4 Professional consultant qualifications of personnel assigned to perform the work by role.

B. Cost Proposal Evaluation Criteria

1. Audit costs shall be evaluated for the full five (5) year period. Proposals will be evaluated with primary focus on Technical Evaluation Criteria in combination with the proposed audit costs.

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SPECIAL CONDITIONS

2. Complete the Service Fee Schedule. See Exhibit –2, Service Fee Schedule Matrix.

3. Service Fees will be evaluated for reasonableness and effectiveness in relation to value received, using the combined total of the audit fees and including hourly rates for the Contractor Consultant Fees.

4. The firm with the lowest overall price will receive the maximum raw points available for the cost/price criteria. The remaining firms will receive pro-rated raw points based on the following formula:

(Low Price/Compared Price) x 5, where 5 = the maximum raw points available. The total raw points (4.6, for example) will be multiplied by the number of evaluators and the weight for cost/price evaluation to obtain a weighted score for cost/price. For example: 4.6 x 3 x 20 = weighted score for cost/price, as an example, where 3 represents the number of evaluators and 20 represents the weight of the cost/price evaluation criteria.

C. Interviews

At a mutually arranged time, Proposers will be requested to meet with the District’s Evaluation Team at the District. An interview is intended to provide the District with a full understanding of a proposal and to clarify any identified technical issues affecting cost and service provisions of performance.

23. Evaluation and Award

A. Application of Evaluation Criteria

All proposals are first evaluated for responsibility/responsiveness. Proposals achieving a pass rating will be evaluated further on responses to Technical and other RFP elements.

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WEIGHT ASSIGNMENT FOR PROPOSAL EVALUATION CRITERIA Evaluation Criteria Weight Technical: Demonstrated understanding of Districtrequirements and comprehensiveness ofrequested services

30%

Proposer’s qualifications and relevant experience

10%

Project planning 10%

Consultant qualifications 10%

Completeness of Proposal Documents 5%

Interviews 5%

Cost 30%

TOTAL WEIGHT 100%

The evaluation criteria will be applied in the determination of competitive range, final evaluation, and elsewhere as needed in the evaluation steps described in subsequent sections. Based upon individual evaluations, a record of raw evaluation scores will be tabulated through the application of established weights. The “Weighted Method” of scoring will be utilized. All proposals are evaluated and ranked on technical criteria specified in the RFP. Evaluation is an assessment of the proposal and the Proposer’s ability to accomplish the Scope of Services in accordance with Contract terms and conditions. Proposals that are technically acceptable are re-evaluated with cost as a consideration. The total five (5) year audit compensation amount will be applied, excluding consultant fees.

B. Using both technical and cost criteria, proposals are ranked accordingly to identify a competitive range.

1. The District, at its sole discretion, may negotiate, or hold discussions, with

all responsible proposers in the competitive range, or award the contract without discussion.

2. The District, at its sole discretion, may request that each candidate in the

competitive range formally modify its proposal and submit a written Best

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and Final Offer (BAFO) from which scores will be evaluated to determine best overall proposals.

C. Evaluation Scoring

The evaluation process will be used to determine those Proposers in the competitive range. The determination will be based on an overall composite score, arrived at by separate analyses of individual proposals by the evaluation team members.

D. Scoring Guidelines

1. Technical Proposal

a. The Proposals will be evaluated based on each Reviewer’s determination of each criteria and sub-criteria compared to the degree of compliance with Contract requirements. Scores will be assigned according to the following:

5-Exceptional 4-Compliant 3-Good 2-Minimal 1-Deficient 0-Unacceptable

Fully compliant with solicitation requirements and with desirable strengths or betterments; no errors, or risks, or weaknesses or omissions. There is a high probability of success.

Fully compliant with solicitation requirements - Meets in all aspects and may in some cases exceed the critical requirements.

Generally compliant with solicitation requirements- some minor errors, or risks, or weaknesses or omissions. Minor weaknesses can be readily corrected.

Minimally compliant with solicitation requirements- errors, or risks, or weaknesses or omissions; possible to correct and make acceptable.

Non-compliant with solicitation requirements; errors, or risks, or weaknesses or omissions.

Totally deficient and not in compliance with solicitation requirements; demonstrates a lack of understanding of solicitation requirements.

b. Evaluators may utilize non-whole numbers, i.e. decimals, in

providing their raw scores. The Evaluation Team members will carry out and document its evaluations. Any extreme proposal deficiencies which may render a Proposal unacceptable will be documented. The Team members will make specific note of questions, issues, concerns and areas requiring clarification by Proposer(s) and to be

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discussed in any meetings with Proposers determined to be within the competitive range.

2. Price Proposal

Maximum price points will be assigned to the Proposal with the lowest overall price. For Proposal evaluation purposes, the Proposer offering the lowest price for the contract will receive the maximum points allocated for price. All other Proposers will be allocated points based on the calculated percentage relationship between their proposal price offer and the proposal offer of the low Proposer. Scores will be rounded to the nearest tenth. Tabulation and Determination of the Competitive Range Maximum potential points attainable per Proposer per proposal – this is only an example for illustrative purposes: 2,500 points: 5 Evaluators X 5 Raw Points per Category X Weighting Factor = 2,500 points.

E. Discussions with Offerors in the Competitive Range

1. The Proposers determined to be within the competitive range, will be

notified and any questions and/or requests for clarifications provided in writing. A negotiating team will be designated by procurement. Each Proposer within the competitive range will be invited for an interview(s) and discussions to discuss answers to written or oral questions, clarifications, and any facet of its proposal.

2. No information, financial or otherwise, will be provided to any Proposer about any of the other Proposals. Proposers will not be given a specific price or specific financial requirements they must meet to gain further consideration. Proposers will not be told of their rankings among the other Proposers.

F. Best and Final Offers (BAFO)

1. After all interviews and/or oral presentations have been completed, each of the Proposers in the competitive range may be afforded the opportunity to amend its proposal and submit a BAFO, if the BAFO step of the evaluation process is deemed necessary, and the request shall include:

a. Notice that discussions/negotiations are concluded.

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b. Notice that this is the opportunity for submission of a BAFO.

c. A common date and time for submission of written BAFOs, allowing a reasonable opportunity for preparation of the written BAFOs.

d. Notice that if any modification to a proposal or BAFO is submitted, it must be received by the date and time specified for the receipt of BAFOs and is subject to the late submissions, modifications, and withdrawals of proposals provisions of the RFP.

e. Notice that if Proposers do not submit a BAFO or a notice of withdrawal and another BAFO, their immediate previous Offer will be construed as their BAFO.

f. Any modifications to an initial proposal made by a Proposer in its BAFO shall be identified in the BAFO. The Evaluation Team will evaluate the BAFO using the same criteria used to evaluate the original Proposals, for items that have been re-addressed in the BAFO. BAFO final scores and rankings within each criterion will be tabulated and ranked for consideration according to the relative degrees of importance of the criteria.

2. The proposal which is most advantageous to the District based on the tabulated results will be recommended to the AC TRANSIT Board of Directors (if applicable), otherwise to the General Manger for approval. The results of the evaluations and the selection of a proposal for any award will be documented.

3. The AC TRANSIT Board of Directors has the option of accepting the recommendation or of making an award to another firm if it feels that such a selection is in the best interests of AC TRANSIT and public transit in the metro Bay area.

G. Contract Award

The District reserves the right to:

1. Reject any or all proposals;

2. Withdraw or cancel all or part of the RFP at any time, without prior notice.

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3. Reissue a subsequent RFP, as considered necessary by the District. ;

4. Waive any minor irregularities, technical errors or information in proposals.

5. Verify all information submitted in a proposal.

6. Approve or disapprove the use of proposed subcontractors.

7. Award a contract without negotiation, written or oral discussions based on evaluation criteria and fee schedule.

8. Award to a proposer, with a responsive proposal, which is the most advantageous to the District, providing the best overall value consistent with the RFP, evaluation criteria, and award methodology.

9. After the District approval of award, unsuccessful proposers will be notified of such award in a timely manner.

24. CONTRACT PERIOD OF PERFORMANCE

The contract base period of performance will begin TBD, and continue through June 30, 2021. Prices will remain firm for the full five (5) year period of performance

25. KEY PERSONNEL

A. A key person must be identified to act as liaison between the Contractor and the District’s Controller (Program Manager) and representatives, and is to be at a level in the Contractor's organization to cross-cut organizational lines to effect problem resolution.

B. Key personnel must be identified in locations served, and who will be available during normal working hours to respond to technical and operational questions, and who shall be familiar with AC Transit account(s) and audit practices, and the contract terms and conditions. Prior to diverting or substituting staff, the Contractor shall notify the Program Manager to permit evaluation of the impact on the program.

C. An acceptable determination will be made by the District of key personnel assigned to the awarded Contract in terms of professional qualifications and experience.

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SPECIAL CONDITIONS

26. TRANSITION COOPERATION

The Contractor agrees that upon termination of this contract for any reason, to provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to the customer and/or another Contractor. The Contractor shall provide full disclosure to the subsequent Contractor and to the District on the equipment, software and required processes and procedures used to perform the District’s services. The Contractor agrees to transfer licenses or assign agreements for any software or third-party services used to provide the services to the District or to a subsequent Contractor.

27. WORKING PAPER RETENTION AND ACCESS TO WORKING PAPERS

All working papers and reports must be retained, at the Contractor’s expense, for a minimum of three (3) years after the end date of the fiscal year audited, unless the firm is notified in writing by the District of the need to extend the retention period. The Contractor is required to make working papers available at no cost to the following parties or designees upon request: A. The District and its respective Audit Committee

B. The Controller for the State of California

C. Parties designated by the governments of the United States or the State of California of by the District as part of an audit quality review process

D. Auditors of agencies where the District is the recipient of grant funds.

In addition, the Contractor shall respond to reasonable inquiries by subsequent auditors and allow these auditors to review working papers relating to significant accounting matters at no cost to the District or to the subsequent auditors.

28. CONTRACT ADMINISTRATION

A. The District’s Purchasing Department will administer and manage the functional obligations of the contract as coordinated with the Program Manager. Changes to the Scope of Services, contract fees, quantity, quality or delivery schedules, as coordinated with the Program Manager and Contract Specialist will be made official through a properly executed Contract amendment. Any proposed change or amendment, and all correspondence that in any way concerns a term and/or condition of this Contract shall be submitted directly to the Contract Specialist at: Purchasing Department, AC Transit, 1600 Franklin Street, 8th Floor,

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Oakland, California 94612, telephone (510) 891-5452, who will coordinate with the Program Manager.

B. Performance Interference

Contractor shall immediately notify the Program Manager, Contract Specialist or Purchasing Manager of any occurrence or condition that interferes with the full performance of the contract. If notification is through telephone exchange, the Contractor is required to follow with a written notification within twenty-four (24) hours of the occurrence.

29. PROGRAM MANAGER

A. The Controller, as Program Manager, is the primary point of contact for program management and Contract amendments. Contract changes and administration are the responsibility of the Contract Specialist as coordinated between the Contractor and Program Manager. Contact information for the Program Manager and Contract Specialist are below:

AC Transit Attn: Ralph W. Martini Controller 1600 Franklin Street, 5th Floor Oakland, CA 94612 510/891-7144

AC Transit Attn: Michael McGinley Contract Specialist 1600 Franklin Street, 8th Floor Oakland, CA 94612 510/891-5452 [email protected]

B. Technical program/project questions, issues and requests for clarifications

should be directed to:

AC Transit Attn: Ralph Martini Controller 1600 Franklin Street, 5th Floor Oakland, CA 94612 510/891-7144

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[email protected]

C. Contractor will provide reports and other data as coordinated with the Program Manager.

30. CONTRACT PAYMENT

Contractor shall submit monthly invoices for services, in triplicate, to:

AC Transit Attn: Chief Financial Officer 1600 Franklin Street, 3rd Floor Oakland, CA 94612

Invoices must be dated, must specify the contract number and purchase order number, and list a cost breakdown by level of effort activity and work performed, with a total invoice amount. Incremental payments will be made based on completion of level of effort activities.

31. RELEASE OF INFORMATION

Awardee must receive prior permission from the District before releasing any reports, information or promotional materials prepared in connection with this RFQ and subsequent contract award. The awardee shall provide a copy or copies to the District Project Manager for first review. This restriction also applies to use of the District’s logo or other identifying information, materials, images, characters or symbols.

32. PROHIBITED INTERESTS

A. No member, officer, or employee of the District during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in this Contract or the proceeds thereof.

B. Contractor covenants that it presently has no interest, direct or indirect, which would conflict, in any manner or degree with the performance of the services called for under this Contract. Contractor further covenants that in the performance of this Contract, the Contractor shall employ no person having any such interest. The Contractor further covenants that it receives no commissions or other payments from parties other than the District as a result of work performed hereunder.

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C. The District may require the Contractor to file an annual Statement of Economic Interest form pursuant to the Political Reform Act of 1974 (Government Code Section 81000 et seq.)

33. EQUAL OPPORTUNITY/NON-DISCRIMINATION

It is the policy of the District to ensure non-discrimination in the award and administration of all contracts and to create a level playing field on which minority and small/local businesses can compete for all District contracts. In connection with the performance of this contract, the Contractor will cooperate with the District in furthering the District’s policy.

34. SMALL LOCAL BUSINESS PROGRAM

AC Transit has established a Small Local Business Procurement Program (Board Policy 351) to ensure that small local business enterprises have a meaningful opportunity to participate in AC Transit’s procurements. AC Transit believes that a Small Local Business Procurement Policy can provide support to small local businesses and enable them to more effectively compete for AC Transit procurements, especially those businesses that have been at a disadvantage in the past. Under the current Policy, a Small Local Business is a business, which meets the U.S. Government’s Small Business Administration (SBA) size standard and is located within AC Transit’s geographical service area. Contractors doing business with AC Transit are encouraged to utilize small local businesses in their subcontracts. Contractors responding to this solicitation shall complete and submit with their response, the Small Local Business Procurement Worksheet (attached to this solicitation), which indicates whether they intend to use small local businesses in the contract to be awarded, and, if so, the percentages of contract work to be allocated to small local businesses. Contractors can contact the Contract Specialist or Buyer assigned to this procurement for information on SLBE resources.

35. INSURANCE REQUIREMENTS

Contractor’s attention is directed to the insurance requirements below. It is strongly recommended that contractors confer with their respective insurance carriers and/or brokers to determine in advance of bid submission the availability of insurance, Certificates and Endorsements as prescribed and provided herein. If contractor fails to comply strictly with the insurance requirements, that contractor may be disqualified from award of the contract. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection

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with the performance of the work hereunder by the contractor, contractor’s agents, representatives, employees or subcontractors. The District reserves the right to alter, amend, increase or otherwise modify the insurance requirements stated herein.

A. Minimum scope of Insurance

Coverage shall be at least as broad as: 1. General Liability - Equal to Insurance Service Office Commercial

General Liability Occurrence Form CG 0001.

2. Automotive Liability - Equal to Insurance Service Office Business Auto Form CA 0001 (01/87) covering Automobile Liability, code 1 (any auto).

3. Worker’s Compensation - As required by the State of California and Employers Liability.

4. Professional Errors and/or Omissions liability insurance appropriate to the contractor’s profession.

B. Minimum Limits of Insurance Contractor shall maintain limits no less than:

1. General Liability - $1,000,000 combined single limit per occurrence

for bodily injury, personal injury and property damage. If an aggregate limit is used, either a separate aggregate limit shall apply to this project/location or the aggregate limit shall be twice the required occurrence limit.

2. Automotive Liability - $1,000,000 combined single limit per accident

for bodily injury and property damage.

3. Worker’s Compensation - Limits as required by the State of California and Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

4. Professional Errors and/or Omissions Liability - $5,000,000 per occurrence.

18



SPECIAL CONDITIONS

C. Deductibles and/or Self-Insured Retentions

Any deductibles and/or self-insured retentions must be declared to and approved by the District. The District reserves the option to: 1) Require the insurer to reduce or eliminate such deductible or self-insured retention as to the District, and/or: 2) Require the contractor to procure a bond guaranteeing the payment of any deductible or self-insured retention of losses, related investigations, claims administration and defense expenses.

D. Other Insurance Provisions

The policies are to contain, or are to be endorsed to contain, the following provisions:

1. General Liability and Automotive Liability policies

a. The District, its directors, officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the contractor; products and completed operations of the contractor; premises owned, occupied or used by the contractor; automobiles owned, leased, hired or borrowed by the contractor. The coverage shall contain no special limitation on the scope of protection afforded to the District, its directors, officers, officials, employees or volunteers.

b. For any claims related to this agreement, the contractor’s insurance coverage shall be primary insurance as respects the District, its directors, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the District, its directors, officers, officials, employees or volunteers shall be excess of contractor’s insurance and shall not contribute.

c. Any failure with reporting provisions of the policies including breaches of warranties, shall not affect coverage provided to the District, its directors, officers, officials, employees or volunteers.

d. The contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

19



SPECIAL CONDITIONS

2. Worker’s Compensation and Employer’s Liability

The insurer shall agree to waive all rights of subrogation against the District, its officers, officials, employees and volunteers for losses arising from work performed by the bidder for the District.

3. All Coverages

a. Each policy required shall be endorsed to state that the coverage shall not be suspended, voided, canceled by either party, reduced in coverages or limits except after 30 days prior written notice by certified mail, return receipt requested, has been given to the District.

b. Each policy is to be on an “Occurrence” form. “Claims-Made” form requires prior approval by the District as well as contractor being required to provide acceptable evidence of the policy’s retroactive date, and will also be required to maintain the coverage with the same retroactive date for a period of not less than five (5) years following termination of services under the agreement.

4. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best & Co. rating of no less than “A-:VII”.

5. Verification of Coverages

Contractor shall furnish the District with appropriate Certificates of Insurance and with original Endorsements effecting coverages required. The Certificates and Endorsements are to be signed by a person authorized by the insurer to bind coverage. The Certificates and Endorsements are to be on forms approved by the District. All required Certificates and Endorsements are to be received and approved by the District prior to the commencement of any work under the agreement. The District reserves the right to require complete, certified copies of all required Insurance policies at any time.

6. Other requirements

20



SPECIAL CONDITIONS

a. Should any work under this agreement be sublet, contractor shall require each subcontractor of any tier to comply with all of the agreement’s insurance provisions and provide the proof of such compliance to the District.

b. These insurance requirements are not intended to and shall not in any manner limit or otherwise qualify the liabilities and obligations otherwise assumed by the contractor under this agreement, including but not limited to the provisions concerning indemnification.

c. Compliance with these insurance requirements is considered a material part of the agreement, and breach of any such provision may, at the option of the District, be considered a material breach of the agreement, and result in action by the District to withhold payment and/or terminate the agreement.

36. PROTEST PROCEDURES

Copies of the District’s Procurement Protest Procedures can be obtained online at http://www.actransit.org/about-us/board-of-directors/board-policies/. FAILURE TO COMPLY WITH ANY OF THE REQUIREMENTS SET FORTH IN THE DISTRICT’S WRITTEN PROPOSAL PROTEST PROCEDURES MAY RESULT IN REJECTION OF THE PROTEST.

37. RIGHTS IN DATA

The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered in connection with this RFP or any contract resulting from it. The term includes graphic or pictorial delineation in media, text in specifications or related performance or design-type documents and machine forms. Except for its own internal use, a firm submitting a proposal may not publish or reproduce such “subject data” in whole or in part, nor authorize others to do so, without the written consent of the District, until such time as the District may have either released or approved release of such data. Even in the event that the Scope of Services set forth in this RFP or any resulting contract is not completed, any data generated by the District in connection with this RFP shall be deemed “subject data” and shall be treated as the District may direct.

21



SPECIAL CONDITIONS

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22



SCOPE OF SERVICES EXHIBIT – 1

INTRODUCTION/BACKGROUND

AC Transit District (District) is a special district organized under the Public Utilities Code of the State of California. It was created on November 6, 1956, when residents of Alameda and Contra Costa Counties voted to establish the public transit district. Operations began October 1, 1960, with service to Alameda County and the western region of Contra Costa County.

The District follows the provision of Governmental Accounting Standards Board (GASB) Statement No. 14, The Financial Reporting Entity, as amended. This Statement sets forth accountability of a government’s elected officials to their constituents as the basic criteria for inclusion of an organization in a governmental reporting entity. The governmental reporting entity consists of the District (primary government) and organizations for which the District is financially accountable. Financial accountability is defined as the appointment of a voting majority of the component unit’s Board, and (i) either the District’s ability to impose its will on the organization or (ii) the potential for the organization to provide a financial benefit to, or impose a financial burden on the District. GASB Statement No. 14 sets forth criteria to be used in determining how the data of an individual government should be presented by the component units of a reporting entity.

The AC Transit Financing Corporation and the Alameda-Contra Costa Transit District’s Employees’ Pension Plan (Plan) are legally separate. They are included in the District’s financial statements because of the significance of their operational or financial relationships with the District. A separate auditing firm examines the Plan, and its financial position and changes in financial position are reported on a calendar year basis.

AC Transit is a participant with BART in a joint exercise of power agreement, the East Bay Paratransit Consortium (Consortium), to provide Americans with Disabilities Act (ADA) Paratransit service in Alameda and Western Contra Costa Counties. The Consortium is a joint exercise of powers between these entities and because of its structure; the financial operations of the Consortium are included in the District’s financial statements. The District is also a member of the Transbay Joint Powers Authority, created under state law to develop a new Transbay Transit Center in downtown San Francisco.




GENERAL AUDIT REQUIREMENTS

A. The required audit services consist of examining the financial statements and records of the District. This would include testing the financial transactions and records for compliance with applicable Local, State and Federal laws, Transit District laws, and District Policies, Board Actions, and contracts that have been entered into by the District.

B. The Contractor shall be required to perform the following:

1. Express an opinion on the fairness of presentation of the District’s financial statements and on their conformity with generally accepted accounting principles and applicable statements by the Government Accounting Standards Board. The audit examination should be consistent with AICPA generally accepted auditing standards. The District’s financial statements are reflected in the following statements and schedules:

(Refer to comprehensive list in Exhibit 1.A. attached)

Basic Financial Statements (District):

a. Business-type Activity – Enterprise Fund:

(1) Statement of Fund Net Assets

(2) Statement of Revenues, Expenses, and Changes in Fund Net Assets

(3) Statement of Cash Flows

b. Review Pension Trust Fund Financial Statements (prepared

by separate audit firm):

(1) Statement of Plan Net Assets

(2) Statement of Changes in Plan Net Assets




c. Notes to the Basic Financial Statements

d. Various other supplementary schedules (as deemed appropriate)

2. In addition to the District’s consolidated financial statements, a

separate financial statement and report is required for the AC Transit Financing Corporation.

3. The Contractor’s opinion will be governed by the findings developed

during the course of the examination. Contractor will express an opinion on all reports required by the AICPA Guide on Audits of State and Local Governmental Units. This examination will be made in accordance with the related Federal requirements.

a. During the course of the audit, an evaluation of the District’s

system of Internal Accounting Controls will be made and the findings will be reported annually in a management letter. The letter will report on the adequacy of the District’s internal controls, make recommendations for improvement, and incorporate management’s responses to the Contractor’s findings and recommendations.

b. Express an opinion on the District’s compliance in its use of the Uniform System of Accounts and Records, to the Office of Transportation Management as required under Section 15 of the Federal Transportation Administration.

c. Express an opinion on all reports required by the Transportation Development Act (TDA). Contractor should consider:

(1) The Public Utilities Code, Article 4 Section 99245;

(2) The California Code of Regulations, Title 21, Chapter 3 Section 6664; and

(3) Any other applicable regulations.




d. Express an opinion on all reports required by Measure V V, Measure B, Measure BB, Measure J, Special Transit Service Districts 1 and 2 allocation schedules of revenue and expense by service area, and for any new Measures adopted during the contract period.

e. Perform an Agreed upon Procedures review for the District’s compliance with Proposition 4 (Article XIIIB, Gann Limitation).

f. Using qualified personnel, conduct an Information Services Review.

g. Contractor is required to make an immediate written report of any irregularities and illegal acts of which they become aware, to the following parties:

Board of Directors General Manager Chief Financial Officer Internal Audit Department Controller

C. Records to Be Audited

1. The District’s Accounting System consists of a single enterprise

fund and includes both operating and capital project accounts.

For the Fiscal Year ended June 30 2015, the District’s total revenues and subsidies, including capital revenues were $379.7 million, and total expenses were $373.5 million. There are approximately seventeen (17) Federal grants that must be audited.

The Contractor must review a minimum of 25% of the expenditures made by the Board of Directors and Executive Staff for adherence to the District’s agreed upon procedures for this report (see copy of AUP “Evaluation of Board of Directors’ Expenses for Compliance with the District’s Polices and Guidelines” for FYE 06/30/2015)




The Contractor must review the financial related sections of Transit District Law and the District’s Board Policies and reach a conclusion as to compliance with these policies.

Review the cost allocation methodology used in the Special Transit Service Districts 1 and 2 Reports, prepared by District staff. Verify compliance with the annexation agreements of the Cities of Fremont and Newark and memorandums of understanding for Special Transit Service Districts 1 and 2.

2. The Contractor is not required to audit the supporting schedules nor the statistical section contained in the Comprehensive Annual Financial Report (CAFR). However, the Contractor is to provide an “in-relation-to” report on the supporting schedules, including the budget to actual statement based on the auditing procedures applied during the audit of the basic financial statements.

(Refer to comprehensive list in Exhibit 1.A. attached)

D. Basis of Accounting

The District maintains its records using the accrual method of accounting.

E. System Information The District uses an ERP system (Oracle – PeopleSoft version 9.0 (to be upgraded to version 9.2), tools 8.53) for Financials, Purchasing, and Payroll. Modules include:

General Ledger Accounts Receivable Billing Treasury/Cash Management Accounts Payable Travel & Expense Fixed Assets Budget Control Commitment Control (Encumbrances) Purchasing Payroll Benefits Administration HR




Time & Labor The District’s Inventory subsidiary is currently contained within the District’s Mincom (ABB) Ellipse Maintenance Repair Order system.

The insurance claims, Operator Time Keeping System, and some other minor ancillary systems are on the District’s legacy HP 3000 platform (refer to graphic below).

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F. Audit Schedule and Report Requirements

The District’s fiscal year commences July 1, and ends June 30, annually. Key deliverable dates for the District Staff and the successful bidder under this contract are:

Alameda‐Contra Costa Transit District Audit Deadlines Covered Under Contract ‐ by Fiscal Year

Responsible: ACT Actuaries ACT Audit Firm Audit Firm ACT Audit Firm Audit Firm

For Fiscal Year Ended

(FYE)

ACT Revenue

Recognition Cut Off*

Actuarial Reports (Buck

Consultants) Due to ACT:

ACT Auditable

Trial Balance

By Fund to Audit Firm

Analysis questions provided to ACT

All Financial

Statements & Reports ‐Review

Drafts Due to ACT

MDA's due to Audit Firm

Final Financial

Statements & Reports Due to ACT

NTD Opinion Due to AC Transit

FYE 06/30/2016 8/15/2016 8/15/2016 8/19/2016 8/26/2016 9/19/2016 9/28/2016 9/30/2016 10/17/2016FYE 06/30/2017 8/15/2017 8/15/2017 8/18/2017 8/25/2017 9/18/2017 9/27/2017 9/29/2017 10/16/2017FYE 06/30/2018 8/15/2018 8/15/2018 8/17/2018 8/24/2018 9/17/2018 9/26/2018 9/28/2018 10/15/2018FYE 06/30/2019 8/15/2019 8/15/2019 8/19/2019 8/26/2019 9/16/2019 9/26/2019 9/30/2019 10/15/2019FYE 06/30/2020 10/17/2020 10/17/2020 8/20/2020 8/27/2020 9/18/2020 9/28/2019 9/30/2020 10/19/2020

* Exceptions may include Measure B, and Measure BB funds, due to ACTA requirements

The District and the Contractor will be held to the dates in the schedule above.

The District’s accounting staff will complete preliminary in-house financial statements during the middle of August and will provide auditable account balances by fund and account to Contractor. Any changes to account balances after that event will only occur by client requested adjustment or audit adjustment, after Contractor concurrence. Contractor using their software will take the data provided, along with audit adjustments to produce all audit reports and financial statements. District staff will prepare PBC’s (Prepared by Client) as requested, however, Contractor will provide




samples of the PBC’s, from similar clients upon request to avoid any confusion, and unnecessary work. In the last week of August, Contractor can begin on-site year end testing.

At close of each annual interim phase of the audit, the Contractor will provide a transmittal to the Controller’s Office and Chief Financial Officer identifying any issues that may be of concern, but have not yet risen to the level of a Management Letter comment, and identifying what would have to change to make each of those issues turn into a Management Letter comment. Contractor is also responsible for making sure that District staff is kept apprised of all current and upcoming regulatory changes affecting financial reporting and assisting District Staff as necessary to implement any such required changes. It is expected that a draft copy of the Management Letter will be received no later than the 1st week of October to allow for review and preparation of response comments, if any, by management. Copies, as requested, of the final Management Letter are required by the last week of October. The Management Letter should include a summation statement of audit findings and recommendations affecting the financial statements, internal controls, accounting systems, compliance determinations, and any other relevant matters.

Bound copies, as requested and typically 10 – 15 per report, along with PDF files of the final reports listed below are required by the 4th week of October for distribution. However, prior to submission of the final reports, the auditing firm’s staff is required to review a draft of the proposed Management Letter and final reports with the CFO and Controller. (Refer to comprehensive list in Exhibit 1.A. attached)

Basic Financial Statements and Report Single Audit Report AC Transit Financing Corporation Financial Statement and Report Transportation Development Act (TDA) compliance Report Measure B Report Measure BB Report Measure J Report Measure V V Report Report for Special Transit Service Districts 1 and 2. Article XIIIB Appropriations Limit Worksheet and Report




Board of Directors expense report Any changes to the agreed upon procedures, for any of the reports

Compliance Letters (Copies and PDF files):

- Auditors Statement – NTD Report

- Uniform System of Accounts & Records – NTD Report

- The National Transit Database (NTD) report to the Office of Transportation Management, Reports per attachment “P” of OMB Circular A-102. “Independent Accountant’s Report on Applying agreed- upon Procedures”.

- TDA Transportation Development Act

- PTMISEA - Public Transportation Modernization, Improvement, and Service Enhancement Account (inception to date expenditures/funds remaining).

- LCTOP – Low Carbon Transit Operations Program Reporting.

Letters must be provided prior to their respective due dates, necessary for the District to file these reports in a timely manner. Upon request, the Audit Manager shall meet with the CFO and District staff to discuss reports and present its findings, conclusions, and recommendations. Contractor is expected to attend Board and Finance Committee meetings to present the annual audit plan, and later, final year-end Financial Statements. The meetings included in the contract would be a maximum of ten (10) annually, although four (4) to five (5) is more typical. Please include in the fee schedule the related costs, should additional meetings be required.

AC TRANSIT DISTRICT PURCHASING DEPARTMENT EXHIBIT - 1.A.

REQUEST FOR PROPOSAL 2016- FINANCIAL REPORTING SERVICES

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT NOTES TO THE BASIC FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED JUNE 30, 2015

49

(11) COMMITMENTS

PTMISEA Grants The Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006, approved by the voters as Proposition 1B on November 7, 2006, includes a program of funding in the amount of $4 billion to be deposited in the Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA). Of this amount, $3.6 billion in the PTMISEA is available to project sponsors in California for allocation to eligible public transportation projects. During fiscal year 2010, the District submitted a Corrective Action Plan requesting additional PTMISEA grant funding on top of its fiscal year 2009 allocation to purchase buses. The California Department of Transportation (CalTrans) determined that the District was eligible to receive an additional allocation totaling $8.826 million (2009 allocation). The funds were sent to the District prior to its purchase of the buses but are committed to funding future bus purchases. The funds must be encumbered within three years and expended within three years of being encumbered. The District also acts a pass-through agency for the Transbay Joint Powers Authority (the TJPA) for various transportation projects such as the Transbay Transit Center. In fiscal year 2015, the District did not receive any funding, however, $4.885 million was expensed for the purchase of buses and Transit Access Improvement projects. The following table shows the changes in activity related to the PTMISEA grant funds during the fiscal year as well as the remaining commitment as of June 30, 2015 (in thousands):

Cumulative

Less Allocations ExpensesTotal Allocations Passed-through to Total Allocations Incurred Commitment

as of TJPA as of received in through Interest atJune 30, 2014 June 30, 2014 FY 2015 June 30, 2015 Income June 30, 2015

$87,051 ($6,024) $0 $47,472 $28 $33,583



ALAMEDA-CONTRA COSTA TRANSIT DISTRICT

Independent Accountant’s Report on Applying Agreed-upon Procedures

Federal Transit Administration National Transit Database Report

For the Year Ended June 30, 2015



Board of Directors Alameda-Contra Costa Transit District Oakland, California

Independent Accountant’s Report On Applying Agreed-upon Procedures

We understand that the Alameda-Contra Costa Transit District (District) is eligible to receive grants under Section 9 of the Urban Mass Transportation Act of 1964, as amended, and in connection therewith, the District is required to report certain information to the Federal Transit Administration (FTA). FTA has established the following standards (the standards) with regard to the data reported to it in the Federal Funding Allocation Statistics Forms FFA-10 (FFA-10) of the District’s annual National Transit Database (NTD) report: A system is in place and maintained for recording data in accordance with NTD definitions. The correct

data are being measured and no systematic errors exist. A system is in place to record data on a continuing basis, and the data gathering is an ongoing effort. Source documents are available to support the reported data and are maintained for FTA review and audit

for a minimum of three years following FTA’s receipt of the NTD report. The data are fully documented and securely stored.

A system of internal controls is in place to ensure the data collection process is accurate and that the

recording system and reported comments are not altered. Documents are reviewed and signed by a supervisor, as required.

The data collection methods are those suggested by FTA or otherwise meet FTA requirements. The deadhead miles, computed as the difference between the reported total actual vehicle miles data and the

reported total actual Vehicle Revenue Miles (VRM) data, appear to be accurate. Data are consistent with prior reporting periods and other facts known about transit agency operations. We have applied the procedures to the data described in Attachment I of this report for the fiscal year ended June 30, 2015. Such procedures, which were agreed to and specified by FTA in the Declarations section of the 2014 Reporting Manual and were agreed to by the District, were applied to assist you in evaluating whether the District complied with the standards described in the first paragraph of this part and that the information included in the NTD report FFA-10 form for the fiscal year ended June 30, 2015 is presented in conformity with the requirements of the Uniform System of Accounts (USOA) and Records and Reporting System; Final Rule, as specified in 49 CFR Part 630, Federal Register, January 15, 1993 and as presented in the 2014 Reporting Manual. The District’s management is responsible for the District’s compliance with those standards. This report is intended solely for your information and for FTA and should not be used by those who did not participate in determining the procedures.



This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested, or for any other purpose. The procedures described in Attachment I of this report, which are referenced in order to correspond to the 2014 Reporting Manual procedures, were applied separately to each of the information systems used to develop the reported actual vehicle revenue miles, fixed guideway directional route miles, passenger miles traveled, and operating expenses of the District for the year ended June 30, 2015, for Motor Bus – Directly Operated, Commuter Bus – Directly Operated, Motor Bus – Purchased Transportation and Demand Response – Purchased Transportation. The following information and findings came to our attention as a result of performing the procedures described in Attachment I of this report:

No findings noted. In performing the procedures, except for the information and findings described above, we find the information included in the Alameda-Contra Costa Transit District’s NTD report on the Federal Finding Allocation Statistics Form for the fiscal year ended June 30, 2015, is presented fairly, in all material respects, with the requirement of the Uniform System of Accounts and Records and Reporting System; Final Rule, as specified in 49 CFR Part 630, Federal Register, January 15, 1993 and as presented in the 2014 Reporting Manual. We were not engaged to, and did not conduct an examination, the objective of which would be the expression of an opinion on the FFA-10. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of management, the Board of Directors and the FTA and is not intended to be and should not be used by anyone other than these specified parties.

Maze & Associates Pleasant Hill, California October 28, 2015



Attachment I

Federal Funding Allocation Data Review – Suggested Procedures: FTA has specified and agreed to a set of procedures for the independent auditor to perform and satisfy the requirements of the Federal Funding Allocation data review. Several of the procedures below require the auditor to select a random sample of documents or data. The procedures do not specify the number to be selected (i.e., the percentage of the total documents/data). The auditor should use professional judgment to determine the percentage that will enable the auditor to make the required assurances. The source documents and other records (such as data summaries) may be in the form of computerized data files. The auditor should ensure that these files are securely stored and that the backup procedures are in place to ensure that source documents are retained by the transit agency for a minimum of three years. The procedures, to be applied to each applicable mode and type of service (TOS), directly operated (DO) and purchased transportation (PT), are: a. Obtain and read a copy of written procedures related to the system for reporting and maintaining data in

accordance with the NTD requirements and definitions set forth in 49 CFR Part 630, Federal Register, January 15, 1993 and as presented in the 2014 Reporting Manual. If procedures are not written, discuss the procedures with the personnel assigned responsibility of supervising the NTD data preparation and maintenance.

b. Discuss the procedures (written or informal) with the personnel assigned responsibility of supervising the

preparation and maintenance of NTD data to determine:

The extent to which the transit agency followed the procedures on a continuous basis, and Whether these transit personnel believe such procedures result in accumulation and reporting of data

consistent with NTD definitions and requirements set forth in 49 CFR Part 630, Federal Register, dated January 15, 1993, and as presented in the 2014 Policy Manual.

c. Ask these same personnel about the retention policy that the transit agency follows as to source documents supporting NTD data reported on the Federal Funding Allocation Statistics form.

d. Based on a description of the transit agency's procedures obtained in items a and b above, identify all the

source documents which are to be retained by the transit agency for a minimum of three years. For each type of source document, select three months out of the year (months selected were September, February, and April) and determine whether the document exists for each of these periods.

e. Discuss the system of internal controls. Inquire whether separate individuals (independent of the individuals

preparing source documents and posting data summaries) review the source documents and data summaries for completeness, accuracy, and reasonableness and how often these individuals perform such reviews.

f. Select a random sample of the source documents and determine whether supervisors' signatures are present

as required by the system of internal controls. If supervisors' signatures are not required, inquire how the supervisors' reviews are documented. (Supervisor reviews are not required to be documented).

g. Obtain the worksheets used to prepare the final data that the transit agency transcribes onto the Federal

Funding Allocation Statistics form. Compare the periodic data included on the worksheets to the periodic summaries prepared by the transit agency. Test the arithmetical accuracy of the summaries.



h. Discuss the procedure for accumulating and recording passenger miles traveled (PMT) data in accordance with NTD requirements with transit agency staff. Inquire whether the procedure is one of the methods specifically approved in the 2014 Policy Manual.

i. Discuss with transit agency staff (the accountant may wish to list the titles of the persons interviewed) the

transit agency's eligibility to conduct statistical sampling for PMT data every third year. Determine whether the transit agency meets one of the three criteria that allow transit agencies to conduct statistical samples for accumulating PMT data every third year rather than annually. Specifically:

1. According to the 2000 Census, the public transit agency serves an Urbanized Area (UZA) with a

population of less than 500,000. 2. The public transit agency directly operates fewer than 100 revenue vehicles in all modes in annual

maximum revenue service (VOMS) (in any size UZA). 3. Service purchased from a seller is included in the transit agency’s NTD report. 4. For transit agencies that meet one of the above criteria, review the NTD documentation for the most

recent mandatory sampling year and determine that statistical sampling was conducted and meets the 95% confidence and ± 10% precision requirements.

5. Determine how the transit agency estimated annual PMT for the current report year. (This procedure is not applicable, as the District must conduct the statistical sampling on an annual basis).

j. Obtain a description of the sampling procedure for estimation of PMT data used by the transit agency.

Obtain a copy of the transit agency's working papers or methodology used to select the actual sample of runs for recording PMT data. If the average trip length was used, determine that the universe of runs was used as the sampling frame. Determine that the methodology to select specific runs from the universe resulted in a random selection of runs. If a selected sample run was missed, determine that a replacement sample run was randomly selected. Determine that the transit agency followed the stated sampling procedure.

k. Select a random sample of the source documents for accumulating PMT data and determine that they are

complete (all required data are recorded) and that the computations are accurate. Select a random sample of the accumulation periods and re-compute the accumulations for each of the selected periods. List the accumulations periods that were tested (for Motor Bus – Directly Operated, we selected 20 days from the daily trip report population to compare to the passenger count worksheet with the Section 15 Passenger Count Data report. For Demand Response – Purchased Transportation, we selected 21 days from the vehicle manifest population to compare the passenger miles in the manifests to the database). Test the arithmetical accuracy of the summarization.

l. Discuss the procedures for systematic exclusion of charter, school bus, and other ineligible vehicle miles

from the calculation of actual vehicle revenue miles with transit agency staff and determine that stated procedures are followed. Select a random sample of the source documents used to record charter and school bus mileage and test the arithmetical accuracy of the computations. (This procedure is not applicable).



m. For actual vehicle revenue mile (VRM) data, document the collection and recording methodology and determine that deadhead miles are systematically excluded from the computation. This is accomplished as follows:

If actual VRMs are calculated from schedules, document the procedures used to subtract missed trips.

Select a random sample of the days that service is operated and re-compute the daily total of missed trips and missed VRMs. Test the arithmetical accuracy of the summarization. (Applicable to Motor Bus – Directly Operated and Commuter Bus – Directly Operated, we applied analytical procedures comparing prior year to current year in lieu of detailed sampling testwork).

If actual VRMs are calculated from hubodometers, document the procedures used to calculate and

subtract deadhead mileage. Select a random sample of the hubodometer readings and determine that the stated procedures for hubodometer deadhead mileage adjustments are applied as prescribed. Test the arithmetical accuracy of the summarization of intermediate accumulations. (This procedure is not applicable).

If actual VRMs are calculated from vehicle logs, select random samples of the vehicle logs and

determine that the deadhead mileage has been correctly computed in accordance with FTA's definitions. (Applicable to Demand Response – Purchased Transportation, we selected 21 days from the vehicle log population to compare vehicle revenue miles in the logs to the database).

n. For rail modes, review the recording and accumulation sheets for actual VRMs and determine that

locomotive miles are not included in the computation. (This procedure is not applicable). o. If fixed guideway or High Intensity Bus directional route miles (FG or HIB DRM) are reported, interview

the person responsible for maintaining and reporting the NTD data whether the operations meet the FTA definition of fixed guideway (FG) or High Intensity Bus (HIB) in that the service is:

Rail, trolleybus (TB), ferryboat (FB), or aerial tramway (TR) or

Bus (MB) service operating over exclusive or controlled access rights-of-way (ROW), and

Access is restricted; Legitimate need for restricted access is demonstrated by peak period level of service D or worse on

parallel adjacent highway;

Restricted access is enforced for freeways; priority lanes used by other high occupancy vehicles (HOV) (i.e., vanpools (VP), carpools) must demonstrate safe operation, and

High Occupancy / Toll (HO/T) lanes meet FTA requirements for traffic flow and use of toll

revenues, and that the transit agency has provided to NTD a copy of the State’s certification to the U.S Secretary of Transportation stating that it has established a program for monitoring, assessing and reporting on the operation of the HOV facility with HO/T lanes.



p. Discuss the measurement FG and HIB DRM with the person reporting the NTD data and determine that the he or she computed mileage in accordance the FTA definitions of FG/HIB and DRM. Inquire whether there were service changes during the year that resulted in an increase or decrease in DRMs. If a service change resulted in a change in overall DRMs, re-compute the average monthly DRMs, and reconcile the total to the FG/HIB DRM reported on the Federal Funding Allocation Statistics form.

q. Inquire if any temporary interruptions in transit service occurred during the report year. If these interruptions

were due to maintenance or rehabilitation improvements to a FG segment(s), the following apply:

Report DRMs for the segment(s) for the entire report year if the interruption is less than 12 months in duration. Report the months of operation on the FG/HIB segments form as 12. The transit agency should document the interruption.

If the improvements cause a service interruption on the FG/HIB DRMs lasting more than 12

months, the transit agency should contact its NTD validation analyst to discuss. The FTA will make a determination on how to report the DRMs.

(There were no temporary interruptions in transit service due to the maintenance or rehabilitation improvements to a FG segment(s) during the report year).

r. Measure FG/HIB DRM from maps or by retracing route. s. Discuss whether other public transit agencies operate service over the same FG/HIB as the transit agency. If

yes, determine that the transit agency coordinated with the other transit agency (or agencies) such that the DRMs for the segment of FG/HIB are reported only once to the NTD on the Federal Funding Allocation form. Each transit agency should report the actual VRM, PMT, and OE for the service operated over the same FG/HIB.

t. Review the FG/HIB segments form. Discuss the Agency Revenue Service Start Date for any segments added

in the 2014 report year with the persons reporting NTD data. This is the commencement date of revenue service for each FG/HIB segment. Determine that the date reported is the date that the agency began revenue service. This may be later than the Original Date of Revenue Service if the transit agency is not the original operator. If a segment was added for the 2014 report year, the Agency Revenue Service Date must occur within the transit agency’s 2014 fiscal year. Segments are grouped by like characteristics. Note that for apportionment purposes, under the State of Good Repair (§5337) and Bus and Bus Facilities (§5339) programs, the 7-year age requirement for fixed guideway/High Intensity Bus segments is based on the report year when the segment is first reported by any NTD transit agency. This pertains to segments reported for the first time in the current report year. Even if a transit agency can document an Agency Revenue Service Start Date prior to the current NTD report year, the FTA will only consider segments continuously reported to the NTD.

u. Compare operating expenses with audited financial data, after reconciling items are removed. v. If the transit agency purchases transportation services, interview the personnel reporting the NTD data on the

amount of PT-generated fare revenues. The PT fare revenues should equal the amount reported on the Contractual Relationship form.

w. If the transit agency’s report contains data for PT services and assurances of the data for those services are

not included, obtain a copy of the IAS-FFA regarding data for the PT service. Attach a copy of the statement to the report. Note as an exception if the transit agency does not have an Independent Auditor Statement for the PT data.



x. If the transit agency purchases transportation services, obtain a copy of the PT contract and determine that the contract specifies the public transportation services to be provided; the monetary consideration obligated by the transit agency or governmental unit contracting for the service; the period covered by the contract (and that this period overlaps the entire, or a portion of, the period covered by the transit agency’s NTD report); and is signed by representatives of both parties to the contract. Interview the person responsible for retention of the executed contract, and determine that copies of the contracts are retained for three years.

y. If the transit agency provides service in more than one UZA, or between an UZA and a non-UZA, inquire of

the procedures for allocation of statistics between UZAs and non-UZAs. Obtain and review the FG segment worksheets, route maps, and urbanized area boundaries used for allocating the statistics, and determine that the stated procedure is followed and that the computations are correct. (This procedure is not applicable).

z. Compare the data reported on the Federal Funding Allocation Statistics Form to data from the prior report

year and calculate the percentage change from the prior year to the current year. For actual VRM, PMT or OE data that have increased or decreased by more than 10%, or FG DRM data that have increased or decreased. Interview transit agency management regarding the specifics of operations that led to the increases or decreases in the data relative to the prior reporting period. (No additional procedures were performed).

aa. The auditor should document the specific procedures followed, documents reviewed, and tests performed in

the work papers. The work papers should be available for FTA review for a minimum of three years following the NTD report year. The auditor may perform additional procedures, which are agreed to by the auditor and the transit agency, if desired. The auditor should clearly identify the additional procedures performed in a separate attachment to the statement as procedures that were agreed to by the transit agency and the auditor but not by the FTA.




FINANCIAL AUDIT SERVICES

FOR THE PERIOD MAY 1, 2016, THROUGH JUNE 30, 2021

SERVICE FEE SCHEDULE EXHIBIT - 2

The District agrees to pay incremental activity fees upon completion, which will be based on the annual compensation amount schedule. Compensation amount shall include all costs of labor, materials, services, insurance and all other costs incidental to the performance of annual audit services and audit ancillary services. In addition to annual compensation amount, a cost breakdown of the level of effort audit services, such as the following, but not limited to, is requested: Interim examination to include field work and office preparation time Year-end services (including report preparation) Profit Margin

Audit Period Compensation Amount

FY 2015/16 $ FY 2016/17 $ FY 2017/18 $ FY 2018/19 $ FY 2019/20 $

TOTAL AUDIT FEES FIVE (5) YEAR PERIOD $

CONTRACTOR CONSULTANT FEES

Period of Annual Estimated Performance Hourly Fee Amount

Year 1 $ $ Year 2 $ $ Year 3 $ $ Year 4 $ $ Year 5 $ $

TOTAL CONSULTANT FEES FIVE (5) YEAR PERIOD $ Contractor consultant example: special fiscal reviews and studies. 500 estimated annual hours of technical and/or audit consulting services. Award will be based on a Total Five (5) year audit compensation amount, excluding contractor fees.



FOR THE PERIOD MAY 1, 2016, THROUGH JUNE 30, 2021 PROPOSER QUALIFICATIONS AND REFERENCE QUESTIONNAIRE

EXHIBIT - 3

BUSINESS REFERENCE AND WORKING PAPER GENERAL INFORMATION

All questions must be answered and the data given must be clear and comprehensive. If necessary, questions may be answered on separate attached sheets. 1. Name of Organization:

2. Telephone Number:

3. Number of Years in Business:

4. Organization is (check one): ___ Corporation ___ Partnership ___ Association ___ Joint Venture ___ Sole Proprietorship ___ Public Agency ___ Quasi-Public Agency

5. If a Corporation, State where incorporated?

6. Date organized

7. Employee/Tax Identification Number:

8. Organization's Address:

9. List all major officers (including titles) in the Organization:

10. If firm is a partially, or a fully owned subsidiary of another firm, an appropriate

statement must be included identifying all levels of corporate management required to approve contracts relating to any project resulting from this RFP.




EXHIBIT - 3

11. Indicate whether a specific corporation or joint venture would be formed for the sole purpose of receiving this Contract:

12. Has the firm ever been subject to a regulatory, state or Federal agency

investigation for alleged improper, fraudulent, disreputable or unfair activities related to business practices? Have any employees ever been investgated? Explain.

13. Has a contract been “defaulted”? __________ If so, where, when and why?

How was it resolved?

14. Has there been a past contract “debarment” action? __________ If so, where,

when and why? _______

How was it resolved?

15. Attach City, County, State Business License(s), Permit(s) copies to include dates

and geographic areas of operation.

16. Firm experience. State the number of year’s Proposer has provided like services to the RFP requirement. Years




EXHIBIT - 3

17. List one or more current or past public sector clients and contracts, whose services are comparable to those of the District. Include the contract value, scheduled contract completion date, a contact person and telephone number, and describe the level of services rendered for each contract.

A.

Firm Name: Street: City, State, Zip: Contact: Telephone Number: Length of Service: MM ____ YR to ____ MM ____ YR Brief Description of Service:

B.





EXHIBIT - 3

C.


18. List one or more Private sector clients during the past ten (10) years. Include the same information identified under item 17, above.

A.


B.





EXHIBIT - 3

C.


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FOR THE PERIOD MAY 1, 2016, THROUGH JUNE 30, 2021 CERTIFICATION OF PROPOSED CONTRACTOR REGARDING DEBARMENT,

SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION EXHIBIT - 4

Contractor certifies to the best of its knowledge and belief, that it and its principals: Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; Have not within a three year period preceding this bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and Have not within a three year period preceding this bid had one or more public transactions (Federal, State or local) terminated for cause or default. If the Proposed Subcontractor is unable to certify to any of the statements in this certification, it shall attach an explanation to this certification. (Subcontractor) _______________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. IS APPLICABLE THERETO. Signature and Title of Authorized Official

[END OF CERTIFICATION REGARDING DEBARMENT]



SAMPLE CONTRACT EXHIBIT - 5

THIS CONTRACT is made and entered into this _____ day of ______ 2016, by and between the ALAMEDA CONTRA COSTA TRANSIT DISTRICT (hereinafter referred to as “District”), a special transit district established pursuant to California Public Utilities Code, Section 24501 et seq., and _________________________________________ (hereinafter referred to as “Contractor”). THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES

Contractor shall furnish the District all materials and services in full accordance with Request for Proposal 2016-1371 prepared and issued by the District entitled FINANCIAL AUDIT SERVICES dated May 3, 2016.

2. COMPONENT PARTS

This Contract shall consist of the following documents, each of which is on file with the District, and is incorporated into and made a part of this Contract by reference:

A. This Contract C. Request for Proposal (RFP) No. 2016-xxxx

D. RFP Addenda

E. Contractor’s Proposal

C. Submitted Fee Schedule 3. PERIOD OF PERFORMANCE

Services under this Contract shall commence ___TBD ___, 2016, through June 30, 2021, a five (5) year contract period of performance.




4. CONTRACT PRICE

The District agrees to pay the Contractor rates in accordance with submitted Fee Schedule found on the following table. Incremental payments shall be made based on completed level of effort project activities.

Audit Period Compensation Amount

FY 2015/16 $ FY 2016/17 $ FY 2017/18 $ FY 2018/19 $ FY 2019/20 $

TOTAL AUDIT FEES FIVE (5) YEAR PERIOD $

CONSULTANT FEES

Period of Annual Estimated Performance Hourly Fee Amount

Year 1 $ $ Year 2 $ $ Year 3 $ $ Year 4 $ $ Year 5 $ $

TOTAL CONSULTANT FEES FIVE (5) YEAR PERIOD $

A not-to-exceed (NTE) contract budgeted amount of _________ ($xxxxx), per year, for a total contract value of ____________________________ ($xxxxx), for services performed in accordance with this contract is allocated.




The District and the Contractor must mutually agree upon any adjustments in payment. Contractor shall submit monthly invoices for services, in triplicate, to:

AC Transit Attn: Chief Financial Officer 1600 Franklin Street, 3rd Floor Oakland, CA 94612

Invoices must, be dated, and must specify the contract number, purchase order number, cost breakdown by level of effort activity, and total invoice amount. Incremental payments will be made based on completion of level of effort activities.

5. COST REPORTING

The Contractor shall notify the CFO, Project Manager and Contract Specialist in writing whenever it has reason to believe that the total allocable costs have reached 75% of the of the total yearly contract budgeted amount. Additionally, the Contractor shall notify the District immediately if the projected costs of performance of additional requested tasks would cause the budgeted yearly contract amount to be exceeded. The Contractor is not authorized to exceed the yearly budgeted contract amount unless or until a contract modification has been issued, which increases the price.

6. NOTICES

Any notice which may be required under this Contract shall be in writing, shall be effective when received, and shall be given by personal service or by certified or registered mail, return receipt requested, to the addresses set forth below or to such other addresses which may be specified in writing by the parties to this Contract.

DISTRICT: CONTRACTOR

Purchasing and Materials Director 1600 Franklin Street, 8th Floor Oakland, California 94612




7. ATTORNEY'S FEES

In the event that it becomes necessary for either party to bring a lawsuit to enforce any of the provisions of the Contract, the parties agree that the court having jurisdiction over such dispute shall have the authority to determine and fix reasonable attorney's fees to be paid to the prevailing party.

8. SEVERABILITY

If any provision of this Contract is declared void or unenforceable, such provision shall be deemed severed from this contract, which shall otherwise remain in full force and effect.

9. BINDING EFFECT

All of the terms, provisions, and conditions of the Contract hereunder, shall be binding upon and inure the parties hereto and their respective successors, assigns, and legal representatives.

10. CONFLICT OF INTEREST

By signing this Contract, the Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this contract. The Contractor further covenants that in the performance of this contract, the Contractor shall employ no person having any such interest, and that the Contractor receives no commissions or other payments from parties other than the District as a result of work performed hereunder.

Failure to comply with this provision serves as a basis for termination for default and the collection of any damages.

11. ENTIRE AGREEMENT

This Contract represents the entire agreement of the parties with respect to the subject matter hereof, and all such agreements entered into prior hereto are revoked and superseded by this Contract, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.




This Contract may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this contract shall be void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below. ALAMEDA-CONTRA COSTA CONTRACTOR TRANSIT DISTRICT: _______________________________ ______________________________ Michael A. Hursh Date NAME Date General Manager TITLE Approved as to Form: _______________________________ Denise Standridge Date General Counsel

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