1 Revised 1/09/2025
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of ________________, 20____, by and between the City of Fairfield, a municipal corporation (the “CITY") and The Pun Group, LLP ("CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONSULTANT for serv ices rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement.
CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.” 3) FACILITIES AND EQUIPMENT. CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS. The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license fo r work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428- 7509) and online at
www.fairfield.ca.gov/biz.
7) EX HIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through March 31, 2029 or until the scope of work completed.
9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding Califo rnia’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced 2 Revised 1/09/2025
Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets 11) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.
This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 12) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicat e originals, or both, each of which is deemed to be an original for all purposes. 13) NOTICES. This Agreement is managed and administered on the CITY’s behalf by th e individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:
CITY Contact: Myles Dixon
E-mail: [email protected]
Address: 1000 Webster Street, Fairfield CA 94533 Telephone: (707) 428-7567
Notices must be given to CONSULTANT at the following:
CONSULTANT Contact: Coley Delaney
E-mail: [email protected]
Address: 2121 North California Boulevard, Suite 290 Walnut Creek CA 94596 Telephone: (858) 242-5101
EXECUTED as of the day first above-stated.
City of Fairfield, a municipal corporation
By:__________________________________
CONSULTANT
By:___________________________________
City of Fairfield
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Specific Audit Approach
S
cope of Work, Audit Approach, and Methodology
The City of Fairfield is requesting the Firm to perform Professional Auditing Services and issue opinions on the City’s fina
ncial statements. The audits are to be completed in accordance with all applicable and generally accepted auditing standards, including, but not limited to, the following:
x Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants (AICPA).
x US General Accounting Office’s (GAO) Standard for Audit of Governmental Organizations, Programs, Activities, and Functions.
x Local Governments and Governmental Accounting Standards Board (GASB) Pronouncements. x The standards applicable to financial audits contained in the most current version of the Generally Accepted Government Auditing Standards (Yellow Book), issued by the Comptroller General of the United States. x The provisions of the Single Audit Act as amended in 1996. x The provisions of the US Office of Management and Budget (OMB) Uniform Guidance (formerly known as Circular A-133), Audits of State and Local Governments and Non-profit Organizations, and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
The Firm will perform the following services:
9 Financial Statement Audits and issuance of an opinion statement on the Annual Comprehensive Financial Report of the City of Fairfield and the financial statements of its component units. The audit will be conducted in accordance with Generally Accepted Government Auditing Standards. The report will be in full compliance with all current GASB pronouncements.
The following component units will be audited as part of the audit of the City’s financial statements:
x Fairfield Transportation Fund
x Solano Animal Control
In addition, the Firm will assist in meeting the requirements for the Government Finance Officers Association (GFOA) “Certificate of Achievement for Excellence in Financial Reporting.” 9 Prepare a Single Audit Report which will include the following:
o Report on compliance and internal control over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards. o
Report on compliance with requirements applicable to each major program, internal control over compliance, and on the schedule of expenditures of federal awards in accordance with Unifor m G
uidance, “Audits of State and Local Governments,” and the Single Audit Act of 1984 (Public Law 98-502).
o
Schedule of Expenditures of Federal Awards.
o Notes to Schedule of Expenditures of Federal Awards.
o Schedule of Findings and Questioned Costs.
o Any other required schedules or reports.
o Prepare the Data Collection Form for Reporting on Audits of States, Local Governments, and Non- Profit Organizations.
9 Issue a separate Management and GAGAS Letters that includes recommendations for improvements on internal control, accounting procedures, and other significant observations that are considered to be no reportable conditions.
9 Provide Agreed Upon Procedures performed related to the Golf Courses, REAC, calculation of the GANN Appropriations Limit, and compliance reports for the City’s measure P and UUT revenues. 9 Perform the City’s Financial Transactions Report to the State Controller. 9 If required, the Firm will conduct the Annual Street Report to the State Controller.
EXHIBIT A
City of Fairfield
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Provided By Client (PBC) Lists: They will be provided for both interim and final audits according to an agreed-upon timeline between the engagement team and the City in order to be reasonably prepared for a field audit. The engagement team will meet with the City’s management during the initial planning stage to discuss audit schedules and review the prior year's audit findings (if any). We will deliver a list of all documents to be provided by the City’s staff. Once such materials are agreed upon by the engagement team and City’s finance personnel, no other schedules will be requested unless new information comes to light in the course of test work.
Attendance at Meetings and Hearings: The engagement team will participate in as many meetings with staff as needed to perform the work scope tasks, present the audit plan prior to beginning fieldwork, and discuss the draft audit reports. The team will attend public meetings to present and discuss its findings and recommendations. Once all issues of discussion are resolved, the completed Financial Reports, Single Audit report (if applicable), and other reports will be delivered to the City according to the agreed-upon schedule.
Proposed Audit Adjustments: All proposed adjusting journal entries by the Firm will be discussed and explained in a timely manner with the designated Finance Department personnel. Such proposed adjustments will be in a format that shows the lowest level of posting detail needed for data entry in the general ledger systems.
Supplemental Reports, Audits, or Agreed-Upon Procedures: Other services, such as agreed-upon procedures, may be deemed necessary. These services will be performed at agreed-upon rates and will be added to a written agreement before commencing audit work. The Firm and the City of Fairfield will discuss and approve the scope and associated costs of these tasks.
Advice and Consultation: Will be provided throughout the year on matters relating to accounting and financial reporting. Such services do not include any task that entails significant research or a formal report.
GASB Implementation: The Firm will provide technical assistance and training in the implementation of applicable GASB pronouncements not yet in effect. We have a dedicated partner, Mr. Jack Georger, who will be responsible for providing advice and consultation for the implementation of these new standards. The Firm will advise the City on the applicability of accounting and reporting standards and other accounting issues and provide guidance on new note disclosures, GASB implementations, and other reporting requirements. We will also provide training, resources, and information on topics relevant to the City’s financial reporting and operations. ( Based on the scope, additional charges may apply.)
Report of all Irregularities and Illegal Acts: The Firm will make an immediate written report of all irregularities and illegal acts or indications of illegal actions of which we may become aware to the following parties:
x David Gassaway, City Manager
x Savita Chaudhary, Assistant City Manager
The engagement team will also make all communications to the City required by the audit standards under which the engagement is performed.
Working Paper Retention and Access to Working Papers : The Firm will retain, at its own expense, all working papers and reports for a minimum of five (5) years unless the City of Fairfield notifies the Firm in writing of the need to extend the retention period. The Firm will make working papers available upon request, to the following parties or their designees:
x City of Fairfield
x Parties designated by the federal or state governments or by the City of Fairfield as part of an audit quality review process
x Auditors of entities of which the City of Fairfield is a sub-recipient of grant funds x State of California, Office of the State Controller
Also, we will comply with reasonable requests from successor auditors and allow them to review working papers that relate to matters of continuing accounting significance.
City of Fairfield
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Methodology and Segmentation of Engagement
The Firm’s audit approach consists of six phases: Engagement Acceptance and General Planning, Planning and Internal Control Evaluation, Fieldwork, Post Fieldwork, Report Preparation and Review, and Final Production.
1. Engagement Acceptance and General Planning: The engagement partner and manager will meet with City’s management to obtain an update on the current City policies and procedures, help identify risk areas and new operations and establish any specific requirements they may have. Our team will work on the identification of unique transactions, implementation of new GASB pronouncements, and develop the audit work plan for the engagement. Proposed timeline: April of each year.
2. Planning and Internal Control Evaluation: The engagement team, including the engagement partner, will assess accounting policies adopted by the City in order to obtain an understanding of its structure and its operating environment. Also, our team will review internal controls on all significant transaction classes, perform walkthroughs and/or tests of internal controls, perform preliminary analytical procedures, develop an initial risk assessment, evaluate Single Audit compliance, identify any audit issues, and prepare confirmation correspondence. The engagement team and City’s Management will establish expectations, including responsibilities and assignments for the year-end fieldwork, and will hold a progress status meeting at the end of the interim phase. Proposed timeline: May of each year.
3. Fieldwork: The engagement team, including the engagement partner, will conduct audit procedures on account balances in the general ledger, finish confirmation procedures, perform data analysis using our AI tools, search for unrecorded liabilities, perform substantial analytical review procedures, complete work on compliance with Federal Assistance, and conclude fieldwork. The engagement team and City Management will hold an exit conference at year-end. Periodic update meetings will be held to communicate audit progress to management. Proposed timeline: first two weeks of November.
4. Post Fieldwork: During the phase, the engagement team, including the engagement partner, will review all documents and evaluate commitments and contingencies. The team will perform an assessment of the going concern and jointly plan for the next steps. Proposed timeline:
immediately after fieldwork completion.
5. Report Preparation and Review: The Firm will review and prepare audit reports and perform quality control procedures following the Quality Control Standards issued by the AICPA. We will also examine reports for compliance with GFOA reporting guidelines at no additional cost. Any comments will be recorded in a letter to management. At the City’s request, the engagement partner and manager will present the audit to City’s Management and other governing bodies. Proposed timeline: draft copies of all audit reports will be delivered to staff by mid-November.
6. Final Production: The final phase of our approach entails obtaining the management representation letter and final financial statement report, which may include a final presentation to the City’s Management and other governing bodies (if applicable).
Proposed timeline: final reports will be delivered by December 15 th of each year.
The Firm will complete the audit fieldwork and issue all reports within the established timeframe, assuming no internal circumstances within the City causes delays in the audit.
City of Fairfield
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Level of Staff and Number of Hours to be Assigned to Each Segment of the Engagement
The Pun Group LLP understands that the City is not only looking to employ our auditing services but is also seeking to receive value within that professional relationship. We believe that our value derives from the in-depth knowledge, experience, and commitment that our auditing firm employs. We stress and emphasize “employ” because all of the knowledge and expertise listed on paper will not benefit you un less it is applied. That is why we have developed a plan that we feel will accomplish the objectives of the City and your particular needs. Our Firm will utilize the information that you have shared with us and our experience from our previous audits of this nature from various government entities and cities to develop a practical plan for all major areas.
Estimated Total Hours*:
*Does not include CPE hours related to Governmental Webinars and/or optional services.
Sample Size and the Extent to Which Statistical Sampling is to be Used in this Engagement
In our audit approach, random and statistical sampling is used in conjunction with our skilled judgment and knowledge of each situation. When designing an audit sample, our auditors consider the purpose of the audit procedure and the characteristics of the population from which the sample will be drawn. We determine a sample size sufficient to reduce sampling risk to an acceptably low level and select items for such a task in a way that we can reasonably expect it to be representative of the relevant sample and likely to provide the auditor with a reasonable basis for conclusions about the population.
Enhancing Auditing Quality with Artificial Intelligence
There are plenty of challenges with established audit practices. Outdated CAAT tools, sampling practices, and the explosive growth of big data are some of the examples, and they all present significant barriers to detecting anomalies, intentional or otherwise, in financial data. The Pun Group deploys a comprehensive, risk-based approach, complemented by using MindBridge™'s Artificial Intelligence Platform, to conduct our audit. Through this tool, we can seamlessly analyze thousands and thousands of financial and operating data and records, identifying and cataloging significant risks in mere seconds .
The AI Auditor platform works by our side, augmenting our capacity to detect errors or fraud in the collected data not only by analyzing the entire set but by cross-correlating dozens of testing criteria against pre-established data points and presenting us with a view of every user, vendor, and transaction, by risk. All are happening within moments of ingesting analyzed data, which is something standard audit procedures simply cannot accomplish.
We utilize these tools to allow our audit team to increase efficiency in the audit process, enhance the existing quality of our work, provide directed testing in areas subject to the highest risk, and quickly assimilate large amounts of data your staff would typically be asked to gather. The tools also help us to meet our professional requirements regarding fraud and internal control, allowing us to:
9 Run Benford’s analysis to check for fraud in transactions. 9 Increase the value of audit findings with complete, 100% data coverage. 9 Isolate risk and control issues before they impact your operations. 9 Improve productivity by automating procedures and eliminating manual tasks. 9 Conduct more direct, efficient, and effective audits to improve overall service quality.
Partner(s)
Director/
Manager
Supervisory
Staff Staff Clerical Total
Engagement Acceptance & General Planning 3 5 12 16 1 37 Planning & Internal Control Evaluation 5 7 18 25 1 56
Fieldwork 24 36 90 124 5 278
P o s t F i e l d w o r k 1 62 46 08 2 31 8 6
Report Preparation & Review 24 36 90 124 5 278
Final Production 8 12 30 41 2 93
Total* 80 120 300 412 16 928
City of Fairfield
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Our engagement team easily imports data in a secure environment from the City’s financial software and extracts useful data for testing and analytical procedures particular to the following areas:
x Successful Fraud Test x Kickback or Conflict-of-Interest Schemes x Questionable Invoices x Dormant Account Schemes
x Phantom Vendor Schemes x Mone y Laundering Schemes
Type and Extent of Analytical Procedures to be Used in the Engagement
Analytical procedures are one of many financial audit processes that help an auditor understand the client’s operation and changes in the environment and identify potential risk areas to plan other audit procedures. Such procedures include a comparison of financial information on prior periods, budgets, forecasts, and industry benchmarks. We use trend and ratio analysis to identify any uncertain or unusual events. To perform these analyses, our Firm surveys cities and counties and develops benchmarks on specific vital financial indicators, such as the cost of services to tax revenues ratios, average general fund balance, capital assets, debt-to-capital, and general fund unassigned fund balance to total general fund expenditures, etc. Our engagement members have extensive experience in successfully implanting analytical procedures to the City’s benefit.
Our analytical procedures process is performed during three stages of the audit: (a) at the start, (b) in the middle, and (c) at the end. These three stages are risk assessment procedures, substantive analytical procedures, and final analytical procedures:
x Risk assessment procedures are used to assist the auditor in understanding the business better and in planning the nature, timing, and extent of audit procedures.
x Substantive analytical procedures are used to obtain evidential matters about particular assertions related to the account balances or classes of transactions. During the interim phase, our engagement team will set up expectations for the year-to-date results and balances and compare them with budgeted and prior-year amounts. This process allows us to forecast year-end amounts, reducing the workload during the year-end phase and allowing us to focus on areas of concern.
x Final analytical procedures are used as an overall review of the financial information in the last review stage of the audit. The Engagement Partner(s) and Manager(s) will perform a high-level analytical analysis of the financial information, comparing its data both quantitatively and qualitatively to ensure the amounts are fairly presented in all material respect in the financial statements.
Approach to be Taken to Gain and Document an Understanding of the Internal Control Structure
Audit risk assessment is established by an internal control review, combined with the engagement team’s understanding of the City’s operations and accounting software. Using the Committee of Sponsoring Organizations (COSO) Framework, staff members will evaluate the City’s processes and identify any control deficiencies. These diagnostic review procedures allow the engagement team to assess the City’s systems and controls and to provide constructive feedback to management.
During our initial planning phase of the audit, our engagement team, including the engagement Partner and Manager, will obtain an understanding of the entity and its environment. It is an essential aspect of performing an audit under generally accepted auditing standards. That understanding establishes a frame of reference within which the auditor plans the procedures and exercises professional judgment about assessing risks of material misstatement of the financial statements and responding to those risks throughout the examination.
During the interim phase of the audit, our engagement team will perform a walkthrough of all significant accounting systems, including processes for financial reporting, revenue recognition and cash receipts, purchasing/contract management and cash disbursements, payroll and related liabilities, and others. Our auditors will obtain the written policies and procedures, inquiring accounting personnel, and document the process in either a flowchart or narrative summary format. After gaining an understanding of the accounting and internal control systems, our auditor will make a preliminary assessment of control risk, at the assertion level, for each material account balance or class of transactions.
City of Fairfield
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The form and extent of this documentation are influenced by the size and complexity of the entity and the nature of its accounting and internal control systems. Generally, the more complex the entity’s accounting and internal control systems and the more extensive the auditor’s procedures, the broader our documentation will need to be.
Approach to be Taken in Determining Laws and Regulations that Will be Subject to Audit Test Work
The Firm stays continually up to date with audit requirements—including new regulations, compliance supplements, state guidelines, and related contracts—to ensure that we conduct audits under applicable laws and regulations. We test transactions for compliance with the Single Audit Act, California Government Code, GANN Appropriations Limit, provisions of applicable grant guidelines, requirements of local measures, and others.
For example, the Single Audit Act requires that we determine which grants to include in our audit and select transactions from those grants for detailed testing. While most items will be tested as part of the Interim phase, we cannot determine which grants will be selected for the Single Audit until the year-end/fieldwork stage of the audit.
Our compliance audits of cash, investments, debt covenants, and other areas will be performed following the California Government Code, which has many provisions and regulations covering investments.
Approach to be Taken in Drawing Audit Samples for Purposes of Tests of Compliance
To test compliance, we will follow the AICPA’s Audit Sampling Considerations of Uniform Guidance Compliance Audits. We will select an appropriate sample size based on our professional judgment and knowledge. Any deviations from control and compliance requirements will be documented.
Audit Firm’s Expectations of the Role and Participation of City’s Staff in the Audit Process
The engagement team will meet with the City’s management during the initial planning stage to discuss audit schedules and review the prior year's audit findings (if any). We will deliver a list of all documents to be provided by the City’s staff. Once such materials are agreed upon by the engagement team and City’s finance personnel, no other schedules will be requested unless new information comes to light in the course of test work.
Our goal is to cause the least amount of interruptions to the City’s daily operations; therefore, to the extent possible, we will use information in the form available from the City’s records.
We believe client/engagement team communication is vital to perform results satisfactorily. With that sentiment in mind, we will hold regular meetings with the City’s management to determine the status of the audit as well as any items which will require special attention. Open and frequent communication is critical.
Objectives of Our Services
Our primary objective for the proposed audit is to examine the City’s financial statements and express our opinion on the fairness of the presentation, following generally accepted accounting principles. Other objectives that will benefit the City include the following:
x To offer beneficial observations and recommendations about policies and procedures for accounting and operating controls
x To identify opportunities to make City operations more efficient and reduce costs x To perform the audit efficiently and effectively. Disruptions to office operations are kept to a minimum x To provide continuing advisory services so the City can implement recommendations x To meet these objectives at no additional cost to the City
The Engagement Team will perform the audit abiding by the Firm’s quality-control procedures, which include following standard audit programs, careful planning, using industry-standardized software for auditing and internal control documentation, and welcoming an objective review of audit work. In other words, our client-tailored approach emphasizes careful planning, open communication, and proper assignment of responsibilities.
The Firm will supply portable computers to the on-site staff members.
City of Fairfield
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Identification of Anticipated Potential Audit Problems
While we do not expect any problems with the audit, we will carefully investigate and monitor the following relevant accounting issues:
Investments:
x Compliance with GASB 31 and GASB 34
x Authorization and approval process for City investments x Controls to assure the City’s compliance with investment limitations and types of specific investments x Monitoring by the City of its investments
Financial Reporting:
x Compliance with current reporting and disclosure requirements issued by GASB x Compliance with the various GASBs in effect
x Perform valuations of OPEB benefits to determine the liability for all benefits promised to active, retired, and inactive plan members as of each valuation date
x Compliance with Governmental Accounting Standards Board (GASB) Statements 74 and 75 x Compliance with infrastructure obligations and regulatory provisions
Internal Control Structure:
x City’s internal control functions and compliance with proper internal control philosophies x Computer-system processes and controls and adequacy of the control environment
Cost Proposal
Certification
We are committed to the performance of a high-quality audit at the most reasonable fee level possible, both initially and throughout the engagement. Also, our partners will provide advice and consultation as needed at no additional cost to the City of Fairfield.
Name of Firm: The Pun Group
LLP – Certified Public Accountants and Business Advisors Contact Name: Coley Delaney, CPA
Contact Email Address: [email protected]
Authorization to Represent the Firm
I, the undersigned, certify I am duly authorized to represent The Pun Group LLP and am empowered to submit this bid. In addition, I certify I am authorized to contract with the City of Fairfield on behalf of the Firm.
February 21, 2025
_________________________________________ _______________________________
Coley Delaney, CPA | Partner Date
The Pun Group
LLP
Total All-Inclusive Maximum Price
Our proposed fees for Professional Auditing Services for the fiscal year ending June 30, 2025, with the option to audit the City of Fairfield financial statements for each of the four subsequent fiscal years, are presented in the following page.
City of Fairfield
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City of Fairfield
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Out of Pocket Expenses are Included in the Total All-Inclusive Maximum Price and Reimbursement Rates The Firm’s policy is to maintain flexible billing rates to meet the needs of clients and help them control costs. In the interest of starting our long-term relationship, we will absorb expenses such as travel and printing costs. Additionally, our Partners will be available to provide advice and consultation as necessary to the City of Fairfield. The Firm will also absorb these costs.
Rates for Additional Professional Services
Below are the Firm’s hourly billing rates, delineated by staffing levels:
Any supplemental reports, audits, or agreed-upon procedures not covered by this proposal may be added to a written agreement prior to commencing audit work. The Firm and the City will discuss and approve the scope and associated costs of these tasks. Any additional work will be performed at the above-quoted hourly rates.
Manner of Payment
Engagement Team members are required to maintain timesheets detailing the date, number of hours, and work performed for every audit task. The Firm will collect these timesheets and bill the City of Fairfield at the rates outlined in the Total All-Inclusive Maximum Price section in four stages: (1) at the conclusion of the planning phase, (2) at the conclusion of the interim phase, (3) at the conclusion of the Year-End phase, (4) and after presentation and acceptance of the final audit reports. Interim billings will cover a period not less than a calendar month. The billing amounts generally break down as follows:
Partner(s) 300 $
Director(s) 250 $
Senior Manager(s) 225 $
Manager(s) 200 $
Supervisor(s) 175 $
Senior Accountant(s) 150 $
Staff Accountant(s) 125 $
Clerical 100 $
Hourly Billing Rates
Work Performed % of Proposal Amount
Planning 10%
Interim 40%
Fieldwork 40%
Presentation and Acceptance of Reports 10%
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EXHIBIT “B”
PAYMENT
1) The total contract price for services rendered by CONSULTANT under this Agreement shall be as specified below, with the exception of additional single audit fee for an additional programs which are required to be selected:
FY 2025 - $116,000
FY 2026 - $120,060
FY 2027 - $124,262
FY 2028 - $128,611
FY 2029 - $133,113
2) Payment shall be made to CONSULTANT on a time and materials basis, and CONSULTANT shall submit monthly invoices to the Finance Department for the same. 3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to in writing by the CITY and CONSULTANT, and shall be billed on a time and materials basis to the City of Fairfield.
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EXHIBIT “C”
GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that C O N S U L T A N T s h a l l , a t i t s s o l e c o s t a n d e x p e n s e , k e e p i n e f f e c t a t a l l t i m e s d u r i n g t h e t e r m o f t h i s Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession.
3) TIME. CONSULTANT shall devote such servic es pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedul e of Activities as described in their Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.
CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONSULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice
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to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY. 9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator ha ving made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CO NSULTANT in the performa nce of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees.
It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.
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12) LOCAL EMPLOYMENT POLICY. The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.
The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontrac tors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CITY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS. When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non-profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONSULTANT 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 with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insura nce for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.
3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers x
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liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’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. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.
Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.