1 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
PROFESSIONAL SERVICES AGREEMENT
FOR
PROFESSIONAL AUDITING SERVICES
This Agreement is made and entered into as of the 3rd day of April, 2023 by and between the City of Foster City hereinafter called "CITY" and Badawi & Associates hereinafter called "AUDITOR".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY desires to engage AUDITOR to provide professional services in the CITY;
WHEREAS, AUDITOR is qualified to provide such services to the CITY and;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by AUDITOR under this Agreement shall include those services set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit A is hereby made an obligation of AUDITOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.
2. Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written for a period of three years (to perform audit services for fiscal years (FY) 2022-2023, FY 2023-2024 and FY 2024-2025) and shall expire upon completion of performance of audit services by AUDITOR described in Exhibit A , unless the City, in its sole discretion, decides to exercise its option to extend the term for a period of up to two additional years (to perform audit services for FY 2025-2026, FY 2026- 2027). . (b) Notwithstanding the provisions of (a) above, CITY may with or without cause, direct AUDITOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY may determine in its sole DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 2 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
discretion. (c) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should AUDITOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY’s written notice to AUDITOR demanding such cure, in which case AUDITOR shall be liable to CITY for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY determines that such termination is in CITY’s best interests, in which case AUDITOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense.
AUDITOR shall continue its work throughout the course of any dispute, and AUDITOR’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY shall compensate AUDITOR for all services performed by AUDITOR hereunder in an amount based upon AUDITOR’s hourly rates during the time of the performance of said services.
A copy of AUDITOR’s hourly rates for which services hereunder shall be performed are set forth in AUDITOR’s fee schedule marked Exhibit “B” hereof, attached hereto and by this reference incorporated herein.
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum One Hundred Fifty-Four Thousand Two Hundred and Forty-Five dollars ($154,245) for FY 2022-2023, FY 2023-2024 and FY 2024-2025 in the following amounts: $49,890 for fiscal year 2022-23; $51,425 for fiscal year 2023-24; and $52,930 for fiscal year 2024-25. Invoices for amounts in excess of One Hundred Forty-Seven Thousand Three Hundred and Seventy-Five dollars ($154,245) shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed. If the City Council decides to exercise its option to extend the term for a period of up to two additional years (FY 2025-2026, FY 2026- 2027) the compensation for FY 2025-2026 and FY 2026-2027 shall be for the “Optional Year” amounts set forth in Exhibit B for those years.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon monthly billing therefor by AUDITOR to CITY, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 3 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
Services required under this Agreement have been completed to the reasonable satisfaction of CITY including, without limitation, AUDITOR's transmittal of all deliverables to CITY required by EXHIBIT A.
CITY shall not incur any charges under this Agreement, nor shall any payments become due to AUDITOR for any payment period on the Project, until CITY receives all deliverables required under Exhibit A, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement.
In cases where AUDITOR has partially completed one or more deliverables due during a payment period, and if AUDITOR demonstrates diligent progress thereon, then CITY may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY.
CITY shall not be liable for, and AUDITOR shall not be entitled to, any payment for Services performed before this Agreement's execution.
4. Additional Services. In the event CITY desires the performance of additional services not otherwise included within the services described in Exhibit A, such services shall be authorized in advance of the performance thereof by the City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.
5. Records. AUDITOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by AUDITOR hereunder. Said records shall be available to CITY for review and copying during regular business hours at AUDITOR’s place of business or as otherwise agreed upon by the parties.
6. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
7. Reliance on Professional Skill of AUDITOR. AUDITOR represents that it has the necessary professional skills to perform the services required and the CITY shall rely on such skills of the AUDITOR to do and perform the work. In performing services hereunder AUDITOR shall adhere to the DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 4 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
standards generally prevailing for the performance of expert consulting services similar to those to be performed by AUDITOR hereunder.
AUDITOR represents that it has reviewed Exhibit A and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit A and within the times specified for each individual Project.
AUDITOR represents that it possesses all necessary training, licenses and permits to perform the Services and that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY, or the receipt thereof by AUDITOR, or any inspection, review, approval or oral statement by any representative of CITY or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 7 or lessen the liability of AUDITOR for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
8. Documents. Unless such documents are proprietary in nature, all documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by AUDITOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY.
9. Relationship of Parties. AUDITOR is an independent Contractor and does not act as City’s agent in any capacity, whatsoever. AUDITOR is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the AUDITOR’s provision of Services, not the means, methods, or scheduling of the AUDITOR’s work. AUDITOR shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. AUDITOR shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITY’s responsibility.
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10. Schedule. AUDITOR shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of AUDITOR’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, AUDITOR’s officers or employees.
AUDITOR acknowledges the importance to of CITY’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
11. Indemnity. To the fullest extent allowed by law, AUDITOR hereby agrees to defend, indemnify, and save harmless CITY and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of AUDITOR or its Subconsultants), cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, at law or equity, which may be brought against, or suffered or sustained by, City of Foster City or Estero Municipal Improvement District, its Council, boards, commissions, officers, employees, directors, volunteers or agents that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of AUDITOR, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the AUDITOR shall meet and confer with other parties regarding unpaid defense costs. Such obligation to defend, hold harmless and indemnify the City shall not apply to the extent that such liability is caused by the sole negligence, active negligence or willful misconduct of the City.
The duty of AUDITOR to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require AUDITOR to indemnify City of Foster City and Estero Municipal Improvement District, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.
AUDITOR’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.
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The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.
12. Insurance. Prior to execution of this Agreement, AUDITOR shall furnish to CITY Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT C, Insurance, which are attached and made a part of this Agreement.
AUDITOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT C. In the event AUDITOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due AUDITOR under this Agreement (or AUDITOR shall promptly reimburse CITY for such expense).
AUDITOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event AUDITOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY at its sole discretion may purchase the coverage required and the cost will be paid by AUDITOR.
13. WORKERS' COMPENSATION. AUDITOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and AUDITOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
14. NON-DISCRIMINATION. The AUDITOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The AUDITOR will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The AUDITOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The AUDITOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non- discrimination clause.
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15. Notice. All notices required by this Agreement shall be given to the CITY and AUDITOR in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Edmund Suen, Finance Director
Phone: (650) 286-3265
E-mail: [email protected]
AUDITOR: Badawi & Associates
Attention: Ahmed Badawi, President
2855 Telegraph Avenue, Suite 312
Berkeley, CA 94705
Phone: (510)768-8244
E-mail: [email protected]
16. Non-Assignment. This Agreement is not assignable either in whole or in part.
17. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
18. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
19. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
20. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
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21. Conflict of Interest. AUDITOR represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, AUDITOR represents to and agrees with CITY that AUDITOR has disclosed any potential conflict of interest, and will have no future conflict of interest, in providing CITY services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) AUDITOR may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.
22. Liability of CITY.
Except as provided in Exhibit A, Services to be Provided by AUDITOR and Exhibit C, Insurance, CITY's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall CITY be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by AUDITOR, or by any of its employees, even though such equipment be furnished, rented or loaned to AUDITOR by CITY. The acceptance or use of such equipment by AUDITOR or any of its employees shall be construed to mean that AUDITOR accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the AUDITOR, its employees, CITY employees or third parties, or to property belonging to any of the above.
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY or AUDITOR may have under this Agreement or any applicable law. All rights and remedies of CITY or AUDITOR, whether under this Agreement or other applicable law, shall be cumulative.
23. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 9 PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
24. Force Majeure. Except for defaults of subconsultants at any tier, AUDITOR shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of AUDITOR, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include the following:
Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).
Any Force Majeure event with a duration in excess of 30 days entitles either party to terminate this Agreement with written notice to the other party, without further penalty or compensation.
25. Entire Agreement. This Agreement, including Exhibits A, B, C, and D comprises the entire Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY
D
ated: _______________ ___________________________
Jon Froomin, Mayor
(for contracts $50,000 or more)
A
TTEST:
D
ated: _______________ ____________________________
Priscilla Schaus, City Clerk
APPR
OVED AS TO FORM
D
ated: _______________ ____________________________
Benjamin Stock, City Attorney
A
UDITOR
Dated: _______________ ___
__________________________
Ahmed Badawi, President,
Badawi & Associates
DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 4/20/2023 | 8:45 AM PDT
4/20/2023 | 10:39 AM PDT
4/20/2023 | 10:57 AM PDT
4/20/2023 | 10:59 AM PDT
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
EXHIBIT A
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS AND SCHEDULE, AND
DELIVERABLES FOR
PROFESSIONAL AUDITING SERVICES
11 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTICT
REQUEST FOR PROPOSALS
FINANCIAL AUDITING SERVICES
FINANCIAL SERVICES DEPARMENT
610 FOSTER CITY BLVD.
FOSTER CITY, CA 94404
DATE RELEASED: JANUARY 12, 2023
PROPOSAL DUE DATE: FEBRUARY 6, 2023 5:00 PM
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
12 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 I. INTRODUCTION
The City of Foster City was incorporated on April 27, 1971. It is a general law City that operates under the Council-City Manager form of government. The City has a population of 33,056 and provides a full range of municipal services which include the following departments: City Manager, City Clerk and Communications , Police, Community Development Services , Public Works, Parks and Recreation , Financial Services and Human Resources . The City receives fire suppression, prevention , and advanced life support programs/services through its member agency status with the Sa n Mateo Consolidated Fire Department , a Joint Powers Authority between Foster City, the Belmont Fire Protection District, and t he City of San Mateo. The City employs approximately 172 full-time equivalent positions. The Total Budget for FY 2022-2023 is just over $ 159 million for all funds , which includes a General Fund budget of approximately $54 million.
The City Council also serv es as the Board of Directors for the Estero Munici pal Improvement District (the District). The District, although a separate legal entity, encompasses the same geographical area, is inhabited by the same citizens and governed by the same bodies and procedures as the City.
II. FUND STRUCTURE
The City of Foster City currently uses the following fund types in its financial reporting.
Several of the funds shown in the Annual Comprehensive Financial Report (ACFR) are a combination of multiple City funds. The number and typ e of funds are subject to change based on the needs of the City. An y such change shall not result in change in the audit fee.
Fund Type
Number of
Individual
Funds
General Fund 11
Special Revenue Funds 25
Capital Projects Funds 2
Debt Service Funds 1
Enterprise Funds * 12
Internal Service Funds 8
Fiduciary Funds 2
* The City operates two enterprises – wastewater treatment and water service General ledger accounting is performed on the Central Square (previously known as SUNGARD) NaviLine financial system software suite.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
13 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 III. PURPOSE
The City of Foster City is requesting proposals from qualified certified public accounting firms to audit the financial statements of the City of Foster City/Estero Municipal Improvement District for the fiscal years ending June 30, 20 23, 2024 and 2025 with an option to extend the audit contract for an additional two fiscal years ending June 30, 2026 and 2027 at the discretion of the City.
The audit is to be performed in accordance with:
1. Auditing standards generally accepted in the United States of America.
2. The standards ap plicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States.
3. The provisions of the Single Audit Act of 1996, as amended and the provisions of the U.S. Office of Management and Budget (OMB ) guidance for federal awards and agreements as provided in the Code of Federal Regulation (CFR) 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
4. Governmental Accounting Standards Board (GASB) Pr onouncements, an d any guidelines, as applicable.
IV. GENERAL RFP SUBBMITAL INFORMATION
The Financial Services Department staff and the Audit Committee will evaluate proposals received.
During the review process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from those that submit proposals or allow corrections of errors or omissions. Any and al l changes in the RFP will b e made by written addendum, which shall be issued by the City to all proposer s who have responded to the RFP by the deadline.
The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the firm’s acceptance of the c onditions contained in this Request for Proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the Auditor selected.
The preparation of the RFP will be at th e total expense of the Prop oser. There is no expressed or implied obligation f or the City to reimburse responding proposers for any expense incurred in the preparation of proposals in response to this RFP. All proposals submitted to the City shall become properties of the City and will not be returned.
The City reserves the right to reject any or all proposals, in whole or in part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
14 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 Questions with reg ard to this RFP shall be submitted by e -mail to Waqas Hassan , Assistant Finance Director, at [email protected] by 5:00 P.M. on January 25, 2023.
Responses to the questions will be sent via e-mail by January 31, 2023.
V. SCOPE OF WORK
The selected independent auditor will be required to perform the following:
A. Audit of all Funds of the City of Foster City and Es tero Municipal Improvement District in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. The audits shall include such tests of the accounting records and other auditing procedures considered necessary to express an opinion.
B. Render an auditor’s report on the Basic Financial Statements which include both Government-Wide Financial Statements and Fund Financial Statements.
C. Perform limited procedures on the Management’s Discussion and A nalysis (MD&A) and required supplementary information (RSI) as required by the Governmental Accounting Standa rds Board as mandated by general acc epted auditing standards.
D. Issue a report regarding the City/District’s internal control over financial reporting and tests of its compliance with certain provisions of laws, regulations, contracts and grants in accordan ce wit h G overnment Auditing Standard s or other communications that may be required by auditing standards.
E. Perform the required tests of compliance under Measure A of San Mateo County for Local Transportation Purposes and issue the applicable report as required.
F. Perform the required tests o f compliance under Measure W of San Mateo County Congestion Relief Plan and issue the applicable report as required.
G. If applicable , perform a single audit or compliance audit (if applicable), in accordance with the Off ice of Ma nagement and Budget (OMB) U niform Grant Guidance/Super Circular . The single audit report will include a schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings.
H. If applicable, p repare a compliance examinatio n report on the schedule of financial assistance (e.g. ARPA assistance).
I. Perform agreed-upon procedures pertaining to the City’s/District’s GANN Limit (Article XIIIB – review of appropria tion limit calculations) an d render a letter annually regarding compliance.
J. Prepare the City’s/District’s entire ACFR.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
15 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 K. Perform a Directed Study of not to exceed 40 hours of Auditor Staff time. This Directed Study is performed at the re quest of the City’s Audit Committee and/or City staff and is considered to be performed as “agreed -upon procedures” between the City and the Independent Auditor. The subject of the study is typically re lated to the financial operations of the City, and the final report is intended to document the procedures performed and the results of those procedures. There is no opinion expressed as a result of the completion of such procedures, although t he Independent Audito r is free to make recomme ndations on any find ings as a result of the testing performed. Examples of prior Directed Studies include: review of investment return comparisons with th e five bay area cities; sample testing on transient occu pancy tax re venues at the two (2) hotels operating in Foster City; review of compliance with the City’s Internal Services Funds Policy; review of the Long -Term Capital Improvement Funding Policy; and, selected testing of video franchise fees from cable and video operators serving Foster City.
L. Attend City meetings/audit committee meetings for the purpose of discussing the audit, the management letter and its conclusions , ACFR and other reports prepared by the auditor.
M. Provide timeline schedule of the annual audit.
N. Provide listing of requested items at least three (3) weeks prior to audit fieldwork.
O. Provide assistance to meet requirements of the GFOA program including preparing answers to GFOA comments.
P. Prepare and print all reports including tabbing and binding. Auditor shall provide unbound reproducible masters , bound copies and a digital file in Adobe Acrobat format for each of the following:
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
16 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 Unbound Bound
Master Copies
1. Annual Comprehensive Financial
Report (ACFR) 1 25
2. Report to the Audit Committee/ 15
Management Letter
3. Measure A Compliance Report 15
4. Measure W Compliance Report 15
5. Compliance examination report on
the schedule of financial assistance 15
6. Single Audit or Compliance Audit-
Federal Assistance 15
7. Appropriation Limits 15
8. Directed Study 15
VI. ASSISTANCE TO BE PROVIDED TO THE AUDITOR
City Staff will:
A. Prepare Management’s Discussion and Analysis (MD&A) for the ACFR.
B. Prepare Statistical Section of the ACFR.
C. Provide an organizational chart.
D. Prepare Letter of Transmittal.
E. Provide detailed accounting records and prepare requested audit schedules.
F. Prepare confirmation letters requested by the auditor.
G. Provide trial balance reports such as balance sheet, revenues and expenditures details for all funds.
VII. EVALUATION CRITERIA
Proposal wi ll be evaluated using three sets o f criteria. F irms meeting the mandatory criteria will have their proposals evaluated and scored f or both technical qualifications and fees. The following represents the principal selection criteria which will be considered during evaluation process:
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
17 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 a. Mandatory Elements
1) The firm is independent and licensed to practice in California 2) The firm has no conflict of interest with the City/District 3) The firm follows the instructions set forth in this request for proposal 4) The firm’s professional personnel have received adequate continuing professional education within the last three years
5) The firm submits a copy of its most recent external quality control review report and has a record of quality audit work
b. Technical Quality
1) Responsiveness of the proposal
2) Expertise and experience of the firm in government auditing for cities with full municipal services in the State of California
3) The Firm’s reputation in the local government auditing/accounting field 4) Qualification of personnel assigned to the City including man aging partner, manager, senior accountant, staff (education, including continuing education taken during the last t hree years, position in the firm and years of experience will be considered)
5) Size and structure of the firm
6) Adequacy of staff assigned to perform audit
7) Audit approach
8) Experience preparing ACFR
9) Provide complimentary annual training to the client
10) Accessibility to audit firm staff
c. Fees
NOTE: The City reserves the right to reject any and all pro posals that are deemed to be considered non-responsive or incomplete as to the required elements as indicated in this Request for Proposals.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
18 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 VIII. PROPOSAL SCHEDULE
The City reserves the right to make changes to the schedule below, but plans to adhere to the timeline below:
January 12, 2023 Thu Posting of RFP on the City’s website February 6, 2023 Mon (5:00 PM) Deadline for RFP submission Responses to the RFP must be received at
City Hall by this time
February 15, 2023 Wed Completion of Screening of applicants March 4, 2023 Sat (9 AM-4 PM) Interview with Audit Committee (subject to change due to Committee members’ availability) April 3, 2023 Mon (6:30 PM) Approval of Audit Services Contract by the City Council
IX. ANTICIPATED AUDIT SCHEDULE:
(NOTE: Time frame below is tentative only. A final time schedule will be worked out between the City staff and the selected audit firm).
May 9, 2023 Tues Scoping meeting with selected auditors May 15, 2023-May 19, 2023 Interim Audit
September 11, 2023-September 22, 2023 Final Phase Fieldwork October 16, 2023 Mon 1st draft o f Financial Statement s for management review
October 23, 2023 Mon 2nd draft of Financial Statements for management review . 1 st draft of
Management Letter and other reports
November 6, 2023 Mon Final draft of F inancial Stat ements and Management Letter and other r eports to the
Audit Committee
November 16, 2023 Thu Audit Committee meeting to review draft of Financial Statements and
Management Letter and other reports
December 4, 2023 Mon Printed Fi nancial S tatements and Management Letter and other reports issued
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
19 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 X. COMPENSATION:
All responses to the R FP shall set forth the hourly rates of those pers ons conducting the audit and the maximum total amo unt of hours and comp ensation for reviewing all financial records outlined in this scop e of work. Fees shall be provided for a three -year engagement including costs of the optional two years beginning with the fiscal year ending June 30, 2023. A cost breakdown by year and individual audit is requested for the five years. The City desi res that tota l fees be stated as “total not to exceed amount inclusive of all out of pocket expenses”.
The City shal l make progress payment s based on hours of work co mpleted during the course of the engagement within 30 days from the receipt of auditor’s invoice.
XI. PERSONNEL CHANGES
Proposals shall include a statement by the firm as to its plans and commitments relative to providing a continuity of personnel. The City reserves the right to request replacement of any members of the firm’s auditing team p rior to and during the course of the audit if circumstances warrant, and similarly, the City requests that it be notifi ed, in advance, of any changes made by the auditing firm concerning the make-up of the auditing team after work has begun.
XII. WORKING PAPERS RETENTION
All working papers and reports must be retained at auditor’s expense for seven years, unless the firm i s n otified in writing by the City of the need to exte nd the retention period. T he auditor will be requi red to make w orking papers available to the City/District or any government agencies. In addition, the firm shall respond to the reasonable inquiries of successor auditors to review working papers relating to matters of continuing accounting significance.
XIII. OPTIONAL SERVICES
State Controller’s Reports
a. Prepare City Annual State Controller’s Report
b. Prepare District Annual State Controller’s Report
c. Prepare Street Annual State Controller’s Report
XIV. PROPOSAL REQUIREMENT
All firms shall submit a total of eleven with one (1) signed original and ten (10) hard copies of their proposal in the following order:
A. Title Page/Cover
It should include the n ame of the audit firm, address, telephone number, contact person and date of proposal.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
20 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 B. Table of Contents
C. Transmittal Letter
Briefly introdu ce your firm, indicating whether your firm is local, regional, national or international. Identify the location o f the office from which the work is to be done. Provide a short profile of the firm and staff levels. Indicate the name of the per sons who w ill be authorized to make representations for and to bind the firm, their tit les, addresses and telephone numbers. Indicate your firm’s types of clients and any other useful information . Briefly stat e the proposer’s understanding of the audit se rvices to be performed, the commitment to perform the work w ithin the time period speci fied and a state ment as to why the fi rm believes to be the best qualified to perform the engagement.
D. Technical Proposal
• General Requirements – The purpose of the Techn ical Propo sal is to demonstrate the qualifications, competence and capacity of the firm seeking to unde rtake an independent audit of the Ci ty/District. It should demonstrate the qualifications of the firm and the staff to be assigned to the engagement. It should also specify an audit approach that will m eet the request for proposal requir ements. In addi tion, it should p rovide a resume of each person assigned to this engagement.
• Independence – The firm should provide an affirmative statement that it is independent of the City /District as defined by gener ally accepted auditing standards.
• Business License – The independent au ditor selected must pos sess a City of Foster City license while conducting any work under this contract. • Firm Qualifications and Experience – The proposal should state the size of the firm, the location of the office f rom which this e ngagement is to be performed, and the size of the firm’s governmental audit staff. • External Quality Control Review – It should include the most recent review report.
• Similar Engagements with other entiti es – List a minimum of three cities for engagement performed in the last five years similar to the City of Foster City. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. • Experience in preparing ACFR – Demonstrate th e c ompetency and capacity of the audit firm to prepare ACFR. Provide the name s of three Cities that the firm has prepared their ACFR.
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
21 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 • Audit Approach – the proposal should set forth a work plan, including an explanation of the audit methodology to perform t he audit services such as:
1. Segments of the engagement
2. Level of staff and number of hours assigned to each proposed segment of the engagement
3. Sampling sizes and technique
4. The software used in conjunction with the engagement
5. The analytical procedures used in the engagement
E. Proposal Data Sheet (see sample format – Exhibit A)
XV. INFORMATION / IMPORTANT DATES
Deadline for RFP submission : February 6, 2023 @ 5:00 PM Deliver Proposals to:
Mr. Waqas Hassan
Assistant Finance Director
City of Foster City
610 Foster City Blvd.
Foster City, CA 94404
Interviews of Selected Firms March 4, 2023 @ 9:00 AM to 4:00 PM By Audit Committee
(subject to change of date due to Committee members’ availability) City Council Approval of Audit Firm: April 3, 2023 @ 6:30 PM
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
22 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25 Exhibit A
RFP PROPOSAL DATA SHEET
FIRM NAME:
CONTACT PERSON:
CONTACT INFORMATION:
QUALIFICATIONS STATEMENT
GOVERNMENTAL CLIENTS FOR PROPOSED ENGAGEMENT TEAM
CLIENT NAME
MOST RECENT AUDIT
CONTACT NAME
PHONE
AUDITING PERSONNEL PROVIDED*
ACCOUNTING FUNCTION
YEARS OFEXPERIENCE
CERT/DEGREE
LAST PUBLIC AUDIT
*Please remember to include resumes with your RFP response.
HOURLY RATES OF AUDITING PERSONNEL
NAME / FUNCTION
HOURLY / RATE
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
23 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
FEES AND BILLING SEQUENCE
ANTICIPATED
Audit Services HOURS EXPENDED 2022-23 2023-24 2024-25
1. City / District Audit/
Management Letter and
related reports $ $ $
2. Measure A
Compliance Report $ $ $
3. Measure W
Compliance Report $ $ $
4. Appropriation Limit $ $ $
5. Preparation of ACFR $ $ $
6. Directed Study $ $ $
7. Compliance examination
Report $ $ $
8. Single Audit $ $ $
Total not to exceed
including out of pocket $ $ $
Optional Services
1. State Controller’s Reports
(City, District and Street) $ $ $
Please state any qualifications you need to make regarding your proposal fee (e.g., out-of-pocket expenses, fee increases, extraordinary services, etc.).
BILLING SEQUENCE
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
24 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
OTHER SERVICES OFFERED
1. 2.
3. Signature of Individual Submitting Proposal on Behalf of the Firm
EXHIBIT A
PROFESSIONAL AUDITING SERVICES- BADAWI & ASSOCIATES
25 END OF EXHIBIT A
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EXHIBIT B
FEE SCHEDULE
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EXHIBIT C
INSURANCE FORMS
AUDITOR shall provide , in addition to the Certificates of Insurance , original Endorsement affecting the coverages specified in herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated 3rd day of April, 2023, by and between Badawi & Associates, hereinafter referred to as "AUDITOR”, and the City of Foster City, hereinafter referred to as "City", providing for professional services.
1. AUDITOR's Duty to Show Proof of Insurance. AUDITOR, in order to protect City and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of AUDITOR's acts, errors, or omissions in connection with the performance of AUDITOR's obligations, as required in this Agreement, shall secure and maintain insurance as described below. AUDITOR shall not perform any work under this Agreement until AUDITOR has obtained all insurance required under this section and the required certi ficates of insurance and all required endorsements have been filed with the City's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, AUDITOR shall supply proof that such p erson is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, AUDITOR shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. AUDITOR shall immediately pay any deductibles and self -insured retentions under all required insurance policies upon the submission of any claim by AUDITOR or City as an additional insured.
1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City ), Products-Completed Operations Hazard, liability for slander, false ar rest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of AUDITOR's performance of services under this Agreement. The Commerc ial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. AUDITOR shall maintain the Products -Completed Operations Hazard coverage for the longest period allowed by la w following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least one million dollars ($ 1,000,000) each occurrence and two million dollars ($2,000,000) aggregate.
*Please note, the City will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “ City of Foster City , its Council members, officials, agents, officers, and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
AUDITOR shall submit written proof that AUDITOR is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. AUDITOR shall require any Subconsultants to provide workers' compensation for a ll of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by AUDITOR. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, AUDITOR shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. AUDITOR shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) aggregate.
1.2 Self-Insured Retention
Any self -insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City and must be approved by the City Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages requir ed under this Agreement is written on a claims -made basis, AUDITOR, at AUDITOR's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
2. City as Additional Insured
On AUDITOR's Commercial General Liability and Automobile policies, the City, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by AUDITOR shall be maintained until the completion of all of AUDITOR's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by AUDITOR shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by AUDITOR in the case of non-payment of premiums, or thirty (30) days written notice in all 28 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
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other cases. This notice requirement does not wai ve the insurance requirements stated herein. AUDITOR shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City Risk Manager.
3.3 If AUDITOR is, or becomes during the term of this Agreement, self -insured or a member of a self -insurance pool, AUDITOR shall provide coverage equivalent to the insurance coverages and endorsements required above. The City will not accept such coverage unless the City determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by AUDITOR is equivalent to the above-required coverages.
3.4 For any claims related to the Agreement, the AUDITOR’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officia ls, employees, or volunteers shall be excess of the AUDITOR’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve AUDITOR for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by AUDITOR to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by AUDITOR. City, at its sole option, may terminate this Agreement and obtain damages from AUDITOR resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to AUDITOR, City shall deduct from sums due to AUDITOR any premiums and associated costs advanced or paid by City for such insurance. If the balance of monies obligated to AUDITOR pursuant to this Agreement are insufficient to reimburse City for the premiums and any associated costs, AUDITOR agrees to reimburse City for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City to take this alternative action shall not relieve AUDITOR of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
3.8 City may (but is under no obligation to) secure project -specific insurance, wrap -up insurance, or administer an owner controlled insurance program ("OCIP"), in which case AUDITOR and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies.
AUDITOR's fees under this Agreem ent (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by AUDITOR and its subconsultants by virtue of the City's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of AUDITOR's and subconsultants policies. Construction Manager and its subconsultants shall afford City access to their books and records and cooperate with City in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
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EXHIBIT C
This INSURANCE COVERAGE FORM modifies or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention: _________________________________
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability : (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Na med Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note:
MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability : the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.
Workers Compensation : work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of this policy which arise from work pe rformed by the Named Insured for the CITY.
Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER
I, ______________________________________________________________(print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) 30 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
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ORGANIZATION: TITLE:
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
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EXHIBIT D
COVID-19 AMENDMENT/ATTACHMENT
(Consulting Agreement Form)
This COVID-19 Amendment/Attachment amends the Agreement between City of Foster City (“City”) and Badawi & Associates (“AUDITOR”) dated 3rd day of April, 2023.
1. Definitions
A. The 2019 novel coronavirus and the disease it causes are collectively referred to herein as “COVID-19”.
B. A “COVID-19 Condition” is something attributable to COVID-19 not caused by the AUDITOR (which for purposes herein includes all subconsultants) and beyond its reasonable control including but not limited to COVID-19 Proclamations and supply chain disruptions due to COVID-19, and other circumstances concerning COVID-19 not caused by the AUDITOR and which are beyond its reasonable control.
C. A “COVID-19 Proclamation” includes but is not limited to orders, directives and guidance concerning COVID-19 that have been issued, and which may be issued from time to time, by public agencies or regulatory bodies, the CDC or OSHA or Cal/OSHA, including without limitation the Cal/OSHA COVID-19 Prevention Emergency Temporary Standards. AUDITOR acknowledges that those orders, directives and guidance may require the Project to shut down or otherwise increase the AUDITOR’s cost or time of performance by calling for things such as social distancing and the use of personal protective equipment. In the event of conflicting COVID-19 Proclamations, the AUDITOR shall follow the most applicable, restrictive and newest COVID-19 Proclamations.
D. An “Unknown COVID-19 Condition” is a COVID-19 Condition the AUDITOR did not know about, and reasonably should not have known about, as of the date the AUDITOR submitted its proposal. The requirements contained in COVID-19 Proclamations issued before submission of a proposal are not Unknown COVID-19 Conditions, and the AUDITOR will be deemed to have knowledge of those requirements.
E. An “Unknown COVID-19 Cost” is a cost that: (i) is solely attributable to an Unknown COVID- 19 Condition; (ii) is reasonable and unavoidable under the circumstances; (iii) is not the result of the AUDITOR’s failure to comply with the contract documents or a COVID-19 Proclamation; and (iv) is not the result of a subconsultants failure to comply with a COVID-19 Proclamation in connection with the performance of the Services.
2. COVID-19 Conditions and Proposal. AUDITOR is expected to know and is deemed to have known about COVID-19 Conditions when it submits its proposal, and COVID-19 Conditions must be accounted for in the AUDITOR’s price and schedule. In order to be entitled to any relief from a COVID-19 Condition, the AUDITOR must demonstrate that the issue, cost or delay is due to an Unknown COVID- 19 Condition.
3. Compliance with COVID-19 Proclamations.
A. AUDITOR shall comply with COVID-19 Proclamations in the performance of the Services, irrespective of when the COVID-19 Proclamations are issued, and as they pertains to performance of 32 DocuSign Envelope ID: 76D69910-788C-43F0-B716-46ACD6753D25
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the Services. The cost of such compliance is non-compensable, except as otherwise expressly stated herein.
B. AUDITOR is responsible to ensure that its subconsultants and suppliers comply with COVID- 19 Proclamations at all times in connection with the performance of their Services.
4. Delay. The AUDITOR is entitled to a reasonable time extension for an Unknown COVID-19 Condition. Such time extension is non-compensable.
5. City Directed Suspension. The City may suspend Services due to COVID-19 health concerns, even though the AUDITOR may be allowed to proceed with the Services based on COVID-19 Proclamations. The City may suspend the Services for its convenience. The AUDITOR is entitled to a time extension for a City Directed Suspension, and the contract amount will be equitably adjusted if and to the extent AUDITOR incurs increased costs that are Unknown COVID-19 Costs.
6. Compensation for COVID-19 Costs. City will reimburse the AUDITOR for Unknown COVID-19 Costs that are not included in the schedule of values.
7. Safe Work Practices. AUDITOR shall implement safe work practices recommended by CDC or OSHA or Cal/OSHA, which may include, inter alia, screening all employees, subconsultants, or others (“worker(s)”) at all locations where Services are performed for signs and symptoms of COVID-19; adopting staggered work schedules, e.g., providing alternating workdays or extra shifts, to reduce the total number of employees on a site at any given time and to ensure physical distancing; identifying choke points where workers are forced to stand together, such as hallways and elevators, ingress and egress points, break areas, and buses, and implement policies to maintain social distancing; coordinating deliveries in line with the employer's minimal contact and cleaning protocols; and instituting a rigorous housekeeping program to reduce dust levels at all exterior locations. AUDITOR remains fully responsible for following and complying with changes to recommended safe work practices from time to time.
8. Monitoring and Reporting. City may require the AUDITOR to actively monitor the health of its workers through temperature checks and questionnaires of major COVID-19 symptoms, including but not limited to cough, fever above 100.4 degrees Fahrenheit and shortness of breath. AUDITOR shall immediately report to City any outbreaks of COVID-19 among its workers. The AUDITOR shall not knowingly allow any worker who has tested positive with COVID-19 to enter a City building. In the event of an outbreak or an exposure to COVID-19, the City may impose appropriate mitigation strategies which may be in consultation with the public health officer.
9. Conflicts. In the event of an inconsistency between this COVID-19 Amendment and the Agreement, this Addendum shall control.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the City and AUDITOR have executed this Covid-19 Amendment as of the date set forth above.
AUDITOR: CITY:
________________________ ____________________________
Signature Signature
________________________ ______________________________ Ahmed Badawi, President Jon Froomin, Mayor
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