CC Agreement No. 2026-25
4910-9244-4348 v1
CITY OF CAMARILLO
PROFESSIONAL SERVICES AGREEMENT
With
Baker Tilly Advisory Group, LP
4910-9244-4348 v1 Form Approved April 2021 i
CC Agreement No. 2026-25
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. ............................................................................................. 1 Section 2. Scope and Performance of Services. ................................................................... 1 Section 3. Additional Services and Changes in Services. ..................................................... 2 Section 4. Familiarity with Services and Site. ........................................................................ 2 Section 5. Compensation and Payment. ............................................................................... 2 Section 6. Required Documentation Prior to Performance. ................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ......................................... 3 Section 8. Cooperation by City. ............................................................................................ 4 Section 9. Project Documents. .............................................................................................. 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ........................................................................ 5 Section 12. Status of Consultant. ............................................................................................ 6 Section 13. Compliance with Applicable Laws. ....................................................................... 6 Section 14. Unauthorized Aliens. ............................................................................................ 6 Section 15. Conflicts of Interest. ............................................................................................. 7 Section 16. Indemnification. .................................................................................................... 7 Section 17. Insurance. ............................................................................................................ 9 Section 18. Assignment. ......................................................................................................... 9 Section 19. Default; Limitations on Liability. ............................................................................ 9 Section 20. Termination of Agreement. ................................................................................... 9 Section 21. Notices. .............................................................................................................. 10 Section 22. General Provisions. ............................................................................................ 10
Exhibit A – Scope Of Services ................................................................................................ A-1 Exhibit B – Key Personnel & Compensation ......................................................................... A-10 Exhibit C – Insurance .............................................................................................................. C-1 4910-9244-4348 v1 Form Approved April 2021 1
CC Agreement No. 2026-25
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as o f September 1, 2026 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Baker Tilly Advisory Group, LP (“Consultant”).
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement ), the term of this Agreement will be for a period commencing on the Effective Date and will terminate on April 30, 2028. This Agreement may be extended for one (1) additional period of up to two (2) years, subject to mutual written agreement of the parties.
Section 2. Scope and Performance of Services.
2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.
2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subconsultant s, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
2.5 Consultant must obtain City’s prior written approval before utilizing any subconsultants to perform any services under this Agreement. This written approval must include the identity of the subconsultant and the terms of compensation.
2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement. In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
2.7 City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement.
2.8 The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.
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Section 3. Additional Services and Changes in Services.
3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.
All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are rec eived from City.
Section 5. Compensation and Payment.
5.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by City.
5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.
5.3 Each month during the term of this Agreement, Consultant must furnish City with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail charges by the following categories: labor (by subcategory), reimbursable costs, 4910-9244-4348 v1 Form Approved April 2021 3
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subconsultant contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.
5.4 City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission.
5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.
5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.
5.7 City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
Section 6. Required Documentation Prior to Performance.
6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.
6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant’s control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant’s performance of services. 4910-9244-4348 v1 Form Approved April 2021 4
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Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents, excluding Consultant Materials (collectively, “ Project Documents ”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. The City may not alter or amend Project Documents issued under Consultant’s name, provided that Project Documents intended to support implementation will be provided without Consultant’s name and may be used and modified by the City at its discretion. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City a cknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.
9.2 Except as necessary for the performance of services under this Agreement, or as required pursuant to applicable laws, rules, regulations or professional standards , no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval.
9.3 Notwithstanding the foregoing, Consultant shall own its working papers and any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, materials, or other intellectual property which may have been discovered, created, received, or developed by Consultant prior to or as a result of providing services under this Agreement (collectively, “Consultant Materials”) . Notwithstanding anything to the contrary in this Agreement, Consultant and its personnel are free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know -how, methods, techniques or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of City.
Section 10. Confidential Information; Release of Information.
10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or 4910-9244-4348 v1 Form Approved April 2021 5
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other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
10.3 Consultant agrees to and shall indemnify, defend and hold harmless City against any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of third party claims regarding an unauthorized disclosure of City’s Confidential Information as a result of a breach by Consultant, or any officer, employee, or agent of Consultant, in violation of Section 10.1 of this Agreement. The parties shall comply with the indemnification procedures set forth in Section 16 of this Agreement.
10.4 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
Section 11. Consultant’s Books and Records.
11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the fees and expenses charged by Consultant for the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
11.2 Copies of any and all records or documents required to be maintained by this section pertaining to the fees and expenses charged by Consultant hereunder must be made available to City for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so.
11.3 Where City has reason to believe that any of the documents or records required to be provided to City by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives. 4910-9244-4348 v1 Form Approved April 2021 6
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Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of City.
12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.
13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City. 4910-9244-4348 v1 Form Approved April 2021 7
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Section 15. Conflicts of Interest.
15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consult ant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision- making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations , Title 2, Section 18700 and following), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.
15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
16.2 For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, los ses, and costs resulting from third party claims , including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “ Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs resulting from third party claims, including but not limited to reasonable attorney's fees and 4910-9244-4348 v1 Form Approved April 2021 8
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all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel selected by Consultant , promptly upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals. Consultant shall be entitled to control the handling of Operations Claims and Services Claims.
16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.9 Consultant agrees to obtain executed indemnity agreements from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.
16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional . The term "design professional,” is defined in Section 2782.8, and includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance). 4910-9244-4348 v1 Form Approved April 2021 9
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Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default , if Consultant fails to cure such default within thirty (30) days of such written notice.
19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL ,
CONSEQUENTIAL OR INDIRECT DAMAGES EVEN IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19.4 THE TOTAL LIABILITY OF EACH PARTY, AND ITS OFFICERS, DIRECTORS,
PARTNERS, PRINCIPALS, MEMBERS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS (COLLECTIVELY, "PERSONS”), TO THE OTHER PARTY FOR ANY AND ALL
DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE,
INCLUDING BUT NOT LIMITED TO NEGLIGENCE, ERRORS, OMISSIONS, STRICT
LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY SHALL NOT, IN
THE AGGREGATE, EXCEED THE APPLICABLE INSURANCE POLICY LIMIT
REQUIRED UNDER EXHIBIT C OR, IF NO SUCH INSURANCE POLICY IS APPLICABLE TO THE CLAIM, A MAXIMUM OF THREE TIMES (3X) THE FEES PAID
OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT CAUSED THE LOSS. THIS
LIMITATION WILL NOT APPLY TO THE EXTENT LOSSES ARE CAUSED BY A PARTY'S FRAUD OR WILLFUL MISCONDUCT.
Section 20. Termination of Agreement.
20.1 City may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.
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20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to City.
20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City . Consultant may retain copies of its working papers and copies of City property in accordance with applicable laws and regulations and Consultant’s document retention policy, provided such property is maintained in accordance with Section 10 . Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.
20.4 Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.
Section 21. Notices.
21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To City:
City of Camarillo
601 Carmen Drive
Camarillo, California 93011
Attention: Wendy Levy
Tel. (805) 388-5310
E-mail [email protected]
To Consultant:
Baker Tilly
999 3rd Ave Suite 2800
Seattle, WA, 98104 USA
Attention:
Jessie Lenhardt
Tel. (503) 478-2222
E-mail [email protected]
21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.
Section 22. General Provisions.
22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
22.2 Entire Agreement. This Agreement, including the attached Exhibits A through D , is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, 4910-9244-4348 v1 Form Approved April 2021 11
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whether oral or written, between Consultant and City prior to the execution of this Agreement.
22.3 Binding Effect; No Third Party Beneficiaries. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties. The rights, interests, duties and obligations defined within this Agreement are intended only for the specific parties hereto as identified in the preamble of this Agreement.
22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
22.5 Electronic Signatures; Counterparts . This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature.
This Agreement may be executed in multiple counterparts.
22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
22.8 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.
22.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state court in the County of Ventura.
22.10 Data Privacy and Security; Alternative Practice Structure. See Exhibit D.
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CC Agreement No. 2026-25
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement
as follows:
CITY OF CAMARILLO
_________________________________
Greg
Ramirez, City Manager
ATTES
T:
_________________________________
City Cler
k
CONSULTA
NT:
Baker Til
ly Advisory Group, LP
By________________________________
_ Name:
Title: Principal
By_________________________________
Name: Jessie Lenhardt
Title: Senior Manager
Camarillo Business Tax Certificated No. _____________ / Expiration Date __________ OBT-1019
12/31/2026
Caitlin Humrick-House
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EXHIBIT A
SCOPE OF SERVICES
The City has proposed a six -phase approach, including: organizational assessment and current state analysis; stakeholder engagement and performance insight gathering; framework development and performance measures design; implementation planning, training, capacity building; and evaluation and refinement. Our proposed approach maps the requested phases to our tested audit -based approach. This approach has proven to optimize staff time, ensure assessment and performance measurement information is integrated, and sufficient review by the City. All objectives and deliverables have been accounted for in the following workplan.
A. Project Approach
Phase 1:
Start-Up and Ongoing Project Management
This phase ensures a structured project launch, effective coordination, and seamless delivery by establishing project protocols and ensuring alignment with leadership.
1.1 Kickoff meeting
Baker Tilly will begin the engagement by meeting with you and your project team to discuss the details of the project approach and execution. During this initial meeting, we will confirm deliverables and due dates to ensure the project is completed on time and within budget and that our proposed scope of work is aligned precisely to meet your goals.
1.2 All-staff Orientation
Conduct a 30-minute orientation session with all staff, either as a stand-alone session or as part of an established meeting. The purpose of the orientation call is to communicate the purpose of the project, project overview, including milestones, and how staff can anticipate being engaged.
We’ll also include an opportunity for questions. To complete orientation, we’ll draft an all-staff email that can be sent by the City Manager and/or included on the project’s SharePoint page.
1.3 Document and Data Request
We will provide a document and data request prior to this meeting and will review any material that is provided in advance. This will likely include departmental staffing structures, employee data including role, department, and email for interview scheduling and administration of the all- staff survey; administrative/operational policies and procedures, performance measures, previous reports that include performance metrics or descriptions of customer service standards, job descriptions, service level agreements, communication and strategic plans, list of systems used to track and manage data used for reporting, prior department or organizational studies, contracts for services, all documents describing processes, workflows, and workload data, among other items.
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1.4 Project Management
We’ll conduct rigorous project management activities for the duration of the engagement. These activities will include coordinating with the core project team, working through issues and solving problems, monitoring progress against the approved work plan, and submitting progress reports. At the requested cadence, we will provide the project team with project reports that detail the status of work, upcoming activities, and anticipated deliverable dates. For this type of work, we recommend bi-weekly updates.
1.5 Quality Assurance
We believe it’s important to recognize the need for quality by providing excellent client service and engagement oversight. All deliverables receive a quality assurance review before submittal to the city.
• Kick off call
• Orientation session and communication
• Finalized workplan and timeline
• Document request
Phase 2:
Fact Finding
Fact finding activities are designed to gather quantitative and qualitative information to build a comprehensive understanding of your internal operations, functional alignment, staffing efficiency, resource allocation, and current performance measurement practices.
2.1 Review Documents and Data
We’ll review and analyze the City’s documents and data, including organizational charts, staffing lists, job descriptions, workload and service demand data, internal process documentation, technology systems inventories, reporting and performance measure documents and data, and existing contracts for critical services or of a certain threshold value determined in collaboration with the City.
2.2 Conduct Employee Interviews and Focus Groups
Interviews are at the heart of fact finding. It’s through interviews that we gather strategic insights into what’s working well and where there are issues across the organization that will inform our current state assessment, development of recommendations, and readiness for change. We will Phase 1
Deliverables
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hold up to 25, 1:1 confidential interviews with City staff. We will also facilitate between 6- 8 focus groups with department staff to gather additional input.
2.3 Administer Employee Survey
In addition to interviews, our fact-finding process includes a confidential online survey to gain input from employees across the city. The online survey enables us to cost-effectively reach a broader audience within the city and gain additional insights from department-specific leaders on a) organizational structure and reporting relationships, b) roles and responsibilities among teams, c) communication and culture, d) workload data, and e) opportunities to increase efficiency. We will discuss this option with City leadership to determine the best way to engage a broad group of employees in the assessment process.
2.4 Conduct community interviews
We will conduct fifteen (15) 30- minute virtual interviews with external stakeholders to gather deeper qualitative insights and validate survey findings. We will work with the city to identify key stakeholders.
2.5 Administer Community Survey
Design and administer a community-wide survey hosted on the City’s website to collect input on existing processes, identify opportunities for improvement, and assess key characteristics of current customer service levels. Baker Tilly will draft communicati on materials for review by the City, and the city will be responsible for sending the notification to the community regarding the survey’s availability. Upon survey completion, we will download and synthesize results for use in the assessment.
2.6 Process and System Mapping
For this engagement, we propose to conduct a comprehensive process inventory of critical processes per function. Based on our understanding of the city this would include 10- 12 questionnaires. This practice will detail the major processes performed per function, the process owner, systems used, dependencies on other functions, and any reliance on a third-party vendor.
We will also ask whether each process has associated documentation. As a deliverable, the City will have, a completed inventory of its processes and dependencies on systems, other functions, and vendors. We propose conducting one (1) informational session to describe the purpose and how to complete the questionnaire before distribution to department leaders. The questionnaire will be distributed via Excel for completion.
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2.7 Facilitate Work Sessions
We will facilitate up to 10 workshops to surface cross -departmental insights and priority performance areas, identify key performance drivers and barriers to operational efficiency, and review the process inventory to fill in any gaps or missing information.
2.8 Prepare Preliminary Observations
We’ll document our preliminary observations, including re commendations, opportunities for improvement, evaluation of the internal capacity , including workforce workloads, staffing levels, and structural placement of roles and res ponsibilities. Consultant will also review the City’s change readiness. Opportunities for improvement will be organized by area of focus and relate to the organizational development as defined by City leadership and staff.
2.9 Present preliminary observations
We’ll present preliminary observations to the city. The fact-finding phase of work gives the entire project team an opportunity to scan a wide breadth of issues. The purpose of sharing preliminary observations is to avoid surprises by giving the city a chance to preview findings and verify facts to make sure the basis for each observation is accurate and valid. Observations will form the basis for analysis of opportunities for improvement.
• Employee survey results
• Community Survey Results
• Process Inventory
• Preliminary observations
Phase 3:
Analysis
Analysis moves the engagement from observation into assessment, determining the significance of issues and how best to address them.
3.1 Assess Operational Efficiency
Based on observations, we’ll evaluate each functional area and position for opportunities for improvement. Our assessment will be forward-looking to help the City better align its people, processes, systems, staffing levels, programs and culture with the needs of the community, identify potential cost savings, and position the City to attain its strategic objectives.
3.2 Evaluate Standards and Definitions of Excellence
Based on feedback from employees and the community, evaluate current service delivery practices and stakeholder expectations to define what “excellence” means for the City. This task Phase 2
Deliverables
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will establish clear service standards, performance indicators, and customer experience principles to guide consistent, high quality service delivery.
3.3 Identify Best Practices through Benchmarking
We’ll leverage peer benchmarking to provide comparative data on organization and team structures. We will work with the City to identify five to eight peers based on geographic relevance, services delivered, and operational metrics such as the number of staff and operating budget. We’ll reach out to peers to gather firsthand insights about their organizational structures, staffing models, communication practices, and processes. Incorporating this feedback with the rest of our observations enhances our ability to provide innovative, effective, value-added solutions to the City.
3.4 Best Practices Review
Review performance frameworks from peer and high-performing municipalities to identify effective metrics, measurement categories, and strategies for aligning KPIs with strategic goals and service delivery outcomes.
3.5 Perform Gap and Alternatives Analysis
We’ll identify differences between current City practices and appropriate peer and best practices to define gaps that should be addressed. The gap analysis will focus on opportunities to align organizational structures, improve efficiency and effectiveness, and evaluate processes over time. Opportunities for improvement will build on strengths and address weaknesses. For each major opportunity for improvement, we’ll conduct an alternative analysis in an abbreviated cost- benefit format. The results will directly feed into our recommendations.
3.6 Prepare Draft Observations and Recommendations
Based on our analysis, we’ll update observations and prepare recommendations for the organizational assessment. Observations and recommendations will be organized by area of focus and will include, but may not be limited to: organization structure, assessment of workforce workload, staffing levels, placement of roles and responsibilities, efficacy of communication channels, opportunities to enhance efficiency, effectiveness, and service to the community. Our recommendations will leverage existing strengths and include sufficient detail to support implementation. Wherever possible, we will include samples and templates to support success.
3.7 Prepare Draft Performance Measurement Framework
We’ll create a preliminary framework that includes a citywide logic model and proposed performance measures (input, output, outcome, impact, and process), ensuring alignment with the City's strategic priorities and departmental functions.
3.8 Department Review of Draft Performance Measurement Framework The draft performance framework will be circulated to each department for review and validation of the practicality of each performance measure. We’ll host 6 review sessions (one per Form Approved January 2018 A-6
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department) to review the preliminary framework and verify the practicality of the metrics, data management, and reporting capabilities.
3.9 Present Draft Observations and Recommendations
Draft organizational assessment will be presented to City leadership for fact validation and assessment of the practicality of recommendations.
• Draft performance measurement framework and review session per division
• Draft organizational assessment report
• Draft report and framework review presentation
Phase 4:
Reporting
The phase covers the production of deliverables, including draft and final documents as well as development of training materials and implementation planning.
4.1 Prepare Draft Report and Implementation Plan
We will draft a thorough report that outlines all findings, analyses, and practical recommendations. This report will feature a suggested new organizational chart and a step-by- step implementation plan with a defined timeline and success metrics. The draft report will provide sufficient detail to ensure it can stand on its own and will encompass the following:
• Executive summary
• Observations and recommendations
• Commendations (what is working well)
• Study objectives, scope, and methodology
• Implementation plan, including schedule and estimated fiscal impact as well as change management strategies
4.2 Finalize Performance Framework, KPI Inventory
Refine and finalize the citywide performance measurement framework and logic models, including department- and division-specific performance measure sets and a comprehensive KPI inventory with a crosswalk of data systems, sources, and ownership responsibilities.
4.3 KPI toolkit
In addition to a finalized performance measurement framework we will provide the city with a comprehensive KPI toolkit. The toolkit will strengthen the City’s data-driven culture, enabling ongoing management of its KPIs. The toolkit will include:
• Facilitators' guide including definitions of outputs, outcomes, logic models, and the methodology for developing and updating the City’s KPI inventory, managing data, and tracking and communicating progress.
• Activity workbook
Phase 3
Deliverables
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• Data template
• Dashboard template (as needed)
4.4 Submit Final Report
Based on your feedback, we’ll revise the draft report and submit our final report.
4.5 Present Final Report
We’ll present the final report and prepare a presentation to City leadership and facilitate these briefings.
The training and implementation phase focuses on equipping staff with the tools, knowledge, and support needed to effectively adopt the performance measurement framework through a phased rollout, standardized reporting practices, and scalable solutions that ensure long-term sustainability. Tasks include:
5.1 Develop phased implementation rollout plan – Outline a step-by-step strategy for deploying the performance framework across departments, including timelines, priorities, and resource needs.
5.2 Develop staff training materials – Produce user-friendly materials to support staff understanding and application of performance measures, reporting tools, and data processes.
5.3 Develop communication plan – Design a communications strategy to manage stakeholder expectations, share progress updates, and build organizational buy-in throughout implementation.
5.4 Deliver training sessions for staff – We will host two, 90-minute, in-person training sessions with staff on interpreting and applying performance data in decision-making, with practical guidance tailored to different roles and departments.
• Implementation Plan
• Communication Plan
• Training Sessions
Phase 5
Deliverables
Phase 4
Deliverables
•
Draft and final organizational assessment reports
•
Final report presentation
•
KPI toolkit with templates
Phase 5:
Training and Implementation
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Phase 6:
Survey Administration and Review Session
This phase covers the administration of pulse surveys and an annual review session to support monitoring and implementation of the proposed performance measures.
6.1 Survey Administration
• We will develop short, targeted surveys to monitor the implementation of the Citywide performance framework. Surveys will be distributed to staff bi-monthly to capture feedback on progress, challenges, and areas for improvement. • We will manage survey administration, track responses, and ensure secure, anonymized handling of all data.
• Results will be analyzed to identify trends, highlight successes, and surface areas requiring attention. Findings will be summarized in concise, actionable reports for leadership and staff.
• Ongoing monitoring – Pulse surveys will provide continuous feedback on framework adoption, supporting timely adjustments and sustained performance improvement.
6.2 Annual Review Session
• After one year of implementation, we will conduct a structured review of performance metrics for each department to assess data collection practices and evaluate the effectiveness of the Citywide performance framework.
• We will examine each KPI, its relevance to the City’s culture of excellence, community satisfaction, and service delivery, and performance against targets. • Based on the review, we will recommend updates to the metrics, KPI inventory, and data collection methods as needed. We will also provide guidance on adjustments to the performance framework, training needs, or process improvements to support ongoing service excellence and organizational effectiveness.
• Bi-monthly pulse surveys
• 6 review sessions (one per department) after one year of implementation
• Recommendations on the measurement framework or
data management and reporting processes
Phase 6
Deliverables
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Project timeline
ORGANIZATIONAL ASSESSMENT AND PERFORMANCE MEASUREMENT
DEVELOPMENT
Combined projects typically take approximately seven to eight months to complete from project start-up to delivery of the final plan. The overall timing will depend on the availability of key City personnel and the general timing of this work in relation to other relevant work impacting the organization.
PHASE MONTH
1 MONTH
2 MONTH
3 MONTH
4 MONTH
5 MONTH
6 MONTH
7 MONTH
8 1. START-UP
2. FACT FIND.
3. ANALYSIS
4. REPORTING
5. IMPLEMENT
PERFORMANCE MEASUREMENT, MONITORING, AND ANNUAL REVIEW
• Bi-monthly for 12 months following delivery of Phase 5 deliverables, we will issue a pulse survey and provide reporting.
• One year after completion of Phase 5, we’ll conduct the annual review session.
• The total project timeline is anticipated to take approximately 20 months.
• We recommend that this timing align with the City’s budget cycle and can work with you to adjust the start of the pulse surveys and the annual review session.
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EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement is Mike Bustos.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed $145,200.
FEE SCHEDULE
Service Description Amount
Phase 1: Start-up and Ongoing Management $5,550
Phase 2: Fact Finding $38,950
Phase 3: Analysis $27,950
Phase 4: Reporting $34,000
Phase 5: Training and Implementation $12,250
Phase 6: Survey Administration and Annual Review $19,500 Subtotal Project Fees $138,200
Travel Fees (not to exceed 5% of total project fees) $7,000 Total Not-to-Exceed Project Cost $145,200
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Hourly Rates by Staffing Level
Our standard hourly rates range from $300 to $655, however, we have provided the following discounted hourly rates for the City, which include all overhead costs.
STAFF LEVEL HOURLY RATE
Principal $400
Director $350
Senior Manager $300
Manager $250
Senior $200
Staff $150
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EXHIBIT C
INSURANCE
1. Required Insurance . Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits
Commercial General Liability $1,000,000 / $2,000,000 (occurrence/aggregate) Business Automobile Liability $1,000,000 combined single Workers’ Compensation Statutory Requirements
Professional Liability $1,000,000 / $1,000,000 (per claim/aggregate)
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include liability assumed under an insured contract. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.
4. Business Automobile Insurance. The business automobile insurance coverage, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include a waiver of subrogation applicable to the insurance or self -insurance, and a primary and non- contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of the City of Camarillo, its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.
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6. Professional Liability (Errors & Omissions) Insurance . The professional liability insurance must cover the services to be performed under this Agreement . The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.
7. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self -insurance, and a primary and non-contributory endorsement for the benef it of City. The scope of coverage provided is subject to approval of City following receipt of the required proof of insurance.
8. Consultant’s Limitations and Endorsements. The Consultant’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks:
explosion, collapse, or underground hazards (XCU); products and completed operations; pollution liability; and liability assumed under an insured contract.
9. Deductibles and Self -Insured Retention . Any deductibles or self -insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self - insured retention or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of Consultant, Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions, or alternatively provide evidence satisfactory to City in its reasonable judgment of Consultant’s ability to pay such amounts.
10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement . These certificates of insurance and endorsements must comply with this Exhibit . Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant shall use commercially reasonable efforts to provide the City with at least 30 days’ prior written notice of the applicable changes provided, however, that Consultant shall not be obligated to provide such notice if, concurrently with such cancellation, reduction or material change, Consultant obtains coverage from another insurer meeting the requirements described above.
11. Failure to Maintain Required Insurance . If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may terminate the Agreement.
12. Effect of Coverage . The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under Form Approved April 2021 C-3
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this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required
13. Required Insurance for Subconsultants/Subcontractors. Consultant is responsible for the services provided by any subconsultants/subcontractors providing services under this Agreement to the same extent as Consultant. If Consultant utilizes subcontractors to provide services under this Agreement, it shall require such subcontractors to comply with the requirements of this Exhibit C.
14. Right to Revise Insurance Specifications.
15. Reserved.
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Exhibit D
Data Privacy and Security . To the extent the services require Consultant to receive personal data or personal information from the City, Consultant may process any personal data or personal information, as those terms are defined in applicable privacy laws, and such processing shall be in accordance with the requirements of the applicable privacy laws relevant to the processing in providing services hereunder. Applicable privacy laws may include any local, state, federal or international laws, standards, guidelines, policies or regulations governing the collection, use, disclosure, sharing or other processing of personal data or personal information with which Consultant or its clients must comply. Such privacy laws may include (i ) the EU General Data Protection Regulation 2016/679 (GDPR); (ii) the California Consumer Privacy Act of 2018 (CCPA); and/or (iii) other laws regulating marketing communications, requiring security breach notification, imposing minimum security requirement s, requiring the secure disposal of records, and other similar requirements applicable to the processing of personal data or personal information. Consultant is acting as a Service Provider/Data Processor, as those terms are defined respectively under the CCPA/GDPR, in relation to City personal data and personal information. As a Service Provider/Data Processor processing personal data or personal information on behalf of the City, Consultant shall, unless otherwise permitted by applicable privacy law, (a) follow City instructions; (b) not sell personal data or personal information collected from the City or share the personal data or personal information for purposes of targeted advertising; (c) process personal data or personal information solely for purposes related to the City’s engagement and not for Consultant’s own commercial purposes; and (d) cooperate with and provide reasonable assistance to the City to ensure compliance with applicable privacy laws.
The City represents and warrants it has all neces sary authority (including any legally required consent from individuals) to transfer such information and authorize Consultant to process such information in connection with the services described herein. The City further understands Consultant, Baker Tilly US, LLP and Moss Adams Advisory Group, LP and their affiliated entities (collectively, the “Firm Entities”) may co-process City data as necessary to perform the services, pursuant to the alternative practice structure in place among the entities, and by executing this Agreement, City hereby consents to the sharing of City data, City files, workpapers and work product with such Firm Entities. Baker Tilly Advisory Group, LP maintains custody of client files for Consultant . The Firm Entities are bound by the same confidentiality obligations as the Consultant. Consultant is responsible for notifying the City if Consultant becomes aware that it can no longer comply with any applicable privacy law and, upon such notice, shall permit the City to take reasonable and appropriate steps to remediate personal data or personal information processing. The City agrees that the Firm Entities have the right to utilize City data to improve internal processes and procedures and to generate aggregated/de- identified data from the data provided by the City to be used for the Firm Entities’ business purposes and with the outputs owned by the Firm Entities. For clarity, the Firm Entities will only disclose aggregated/de-identified data in a form that does not identify City, City employees, or any other individual or business entity and that is stripped of all persistent identifiers. The City is not responsible for the Firm Entities’ use of aggregated/de-identified data.
Alternative Practice Structure: Baker Tilly International. Baker Tilly US, LLP and Baker Tilly Advisory Group, LP and its subsidiary entities provide professional services through an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations and professional standards. Baker Tilly US, LLP is a licensed independent CPA firm that provides attest services to clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and business advisory services to their clients. Baker Tilly Advisory Group, LP and its subsidiary entities are not licensed CPA firms. Baker Tilly Advisory Group, LP and its subsidiaries and Baker Tilly US, LLP, trading as Baker Tilly, are independent members of Baker Form Approved April 2021 C-5
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Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to clients. Each member firm is a separate and independent legal entity and each describes itself as such. Baker Tilly Advisory Group, LP and Baker Tilly US, LLP are not Baker Tilly International’s agents and do not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Baker Tilly Advisory Group, LP, Baker Tilly US, LLP, nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited. For clarification, this Agreement is solely with Baker Tilly Advisory Group, LP. Any agreements with any other Baker Tilly entities will be agreed separately by the City and such Baker Tilly entity in writing.