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AGREEMENT
CIT
Y OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is m ade and entered into, effective on _______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Price Paige & Company, Certified Public Accountants, LLP, a California limited liability company (Consultant).
RECITALS
WHEREAS, the City desires to obtain profe ssional consulting and support services for bank reconicliation processes and procedures (Project); and WHEREAS, the Consultant is engaged in the bus iness of furnishing services as a fully integrated professional servic es firm and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges t hat this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and
WHEREAS, this Agreement will be administe red for the City by its Finance Director (Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the City the services described in Exhibit A, including all work inciden tal to, or necessary to perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effect ive Date) and shall continue in full force and effect through June 30, 2024, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant’s sole compensati on for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed $120,000, paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A.
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(b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business.
The City shall not be obligated to reim burse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification sha ll include an adjustment to the Consultant’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party . The Consultant shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies , and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriati on of funds sufficient to meet its obligations hereunder during any City fisc al year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreemen t, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of terminati on due to failure of the Cons ultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreem ent which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or ( iii) recover all direct, indirect, DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23
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consequential, economic and incidental damages for t he breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such terminat ion shall be deemed a termination for convenience.
(e) The Consultant shall provide the City with adequate written assurances of future performance, upon Administra tor’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant sha ll be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Administrator in writing as soon as it is reasonably possible after the commenc ement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents. (a) Any reports, information, or othe r data prepared or assembled by the Consultant pursuant to th is Agreement shall not be made available to any individual or organization by the C onsultant without t he prior written approval of the Administrator. Du ring the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, s ource or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City.
(b) Any and all writings and documents prepar ed or provided by the Consultant pursuant to this Agreement are the pr operty of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein.
(c) If the Consultant should subcontract a ll or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expira tion or termination of this Agreement.
6. Professional Skill. It is further mu tually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23
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Consultant and its subcontractors, if any , are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Cons ultant agrees to thus per form the services and require the same of any subcontractors . Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall indemnify, hold harmless and defend the City and each of its officers, officials, employees,
agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claim
s, demands and actions in law or equity (including
reasonable attorney's fees,
litigation expenses, and costs to enforce this
agreement) that arise out of, pertain to, or
relate to the negligence, recklessness
or
willful misconduct of the Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement.
If the Consultant should subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in ac
cordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(
a) Throughout the life of this Agreement, the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an ins urance
company(ies) either (i) admitted by
the California Insurance Commissioner
to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by the City’s Risk Manager or designee
at any time and in its
sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to the City, its
officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or t
he full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the Consultant or any of its subcontractors/sub-consultants fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to the Consultant shall be withheld until notice is received by the City that the required insurance has been restored to full force and effect DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23
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and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain t he required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer has comm enced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under
the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indem
nification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultan
t, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C . During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the informa tion provided by the Consultant in such statement.
(b) The Consultant shall comply, and r equire its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulat ions including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Politic
al Practices Commission concerning disclosure
and disqualification (2 Ca lifornia Code of Regulations Section 18700 et. seq.). At any time, up on written request of the Cit y, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respectiv e
subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require it s subcontractors to take, reasonable steps to avoid any appearance of a conf lict of interest. Upon disc overy of any facts giving rise to the appearanc e of a conflict of interest, the Consultant shall immediately notif
y the City of these facts in writing.
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(c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the servic es of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) The Consultant represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) Neither the Consultant, nor any of the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing. The Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all appl icable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, the Consultant shall remain responsible for complying with Section 9(b), above. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expira tion or termination of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, the Consult ant at its sole cost and expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Soli d Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Wa ste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
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(b) Immediately contact the City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrat e to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof.
11. General
Terms.
(a) Except as otherwise provided by law, all notices expre ssly required of the City within the body of this Agreement, and not otherwis e specifically provided for, shall be effective only if signed by the Administrator or designee.
(b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting bas is and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreem ent and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and record s of the Consultant pertaining to the Project shall be available fo r the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later o ccur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of th is paragraph. This Section 11(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent r equired by controlling federal, state and local law, the Consultant shall not employ discr iminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23
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a disabled veteran or veter an of the Vietnam era. Su bject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disa bility, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of , or be subject to discrimination under any program or activity made pos sible by or resulting from this Agreement.
(b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual or ientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees ar e treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limit ed to, the following: employment, upgrading, demotion, or transfer; recr uitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprent iceship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitat ions or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive cons ideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) The Consultant will send to each labor union or representative of workers with which it has a collective bargaini ng agreement or ot her contract or understanding, a notice advising su ch labor union or workers' representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If the Consultant should subcontract a ll or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
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(a) In the furnishing of the services prov ided for herein, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of the City for any purpose. The City shall have no right to control or supervi se or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is perfo rming its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express wri tten consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees s hall have absolutely no right to employment rights and benefits available to th e City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers’ compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsim ile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may fr om time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, onc e this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)/CAO 2.16.23
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parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of it s rights or obligations under this Agreement without the pr ior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing t he services required under this Agreement, the Consultant shall at all times comply with all applic able laws of the United States, the State of California and t he City, and with all applicable regulations promulgated by federal, st ate, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by eit her party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Calif ornia, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisi ons of this Agreement are seve rable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interpretation. The parties acknowledge t hat this Agreement in its final form is the result of the combined efforts of the parti es and that, should any provision of this Agreement be found to be ambi guous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
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23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conf lict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No rem edy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Party Beneficiaries. The right s, interests, duties and obligations defined within this Agreement are in tended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiati ons, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Georgeanne White,
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention: Santino Danisi, Finance
Director/Controller
2600 Fresno Street
Fresno,
CA 93721
Phone: (559) 621-7006
E-mail: [email protected]
Price Paige & Company, Certified Public
Accountants, LLP,
a California limited liability company
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number: 119801
Name: Joshua Giosa
Date of Issuance: 8/1/2013
Number: 8241__________________
Name: Price Paige and Company___
Date of Issuance: 2/9/2023________
CONSULTANT:
Price Paige & Company, Certified
Public Accountants, LLP
Attention: Josh Giosa, CPA
570 N Magnolia Ave
Suite 100
Clovis, CA 93611
Phone: (559) 299-2344
E-mail: [email protected]:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
Joshua Giosa
Partner
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F 9/21/2023
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City) and Price Paige & Company, Certified Public Accountants, LLP (Consultant) Services will incl
ude the assistance in preparing the monthly bank reconciliations for the period spanning July 2022 - June 2023.
The following will be provided at the conclusion of the project:
- A copy of all reconciliations
- Any unreconciled bank activity
- Assistance in preparing any journal acti vity required to correct unreconciled bank activity
- All workpapers or other documents used to complete the reconciliation process will be provided to City Staff
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 ALL-B Generic CSA Not to Exceed (12-2022)
SCHEDULE OF FEES AND EXPENSES
Anticipated fees for the project are esti mated at $90,000 per the schedule summarized below and will not exceed $120,0 00, in the case where addi tional hours are needed to complete the project.
Project Hours/Cost:
Partner: 30 Estimated hours X $290/hr = $8,700
Senior: 245 Estimated hours X 180/hr = $44,100
Staff: 310 Estimated hours X 120/hr = $37,200
Total = $90,000*
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Exhibit B
INSURANCE RE
QUIREMENTS
Consultant Service Agreement between City of Fresno (City) and Price Paige & Company, Certified Public Accountants, LLP (Consultant)
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The mos
t current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to CONSULTANT’S profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMM
ERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury;
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMM
ERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WOR
KERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLO
YER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROF
ESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and CONSULTANT shall also be responsible for payment of any self-insured retentions.
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. CONSULTANT shall establish additional insured status for the City under the General Liability policy for all ongoing and completed operations by use of endorsements providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. CONSULTANT’S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of CONSULTANT’S insurance and shall not contribute with it.
CONSULTANT shall establish primary and non-contributory status on the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement that provides primary and non contributory status as broad as that contained in ISO Form CG 20 01 04 13.
4. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: CONSULTANT and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers.
5. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. CONSULTANT is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, CONSULTANT shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, CONSULTANT shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
6. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119
7. The fact that insurance is obtained by CONSULTANT shall not be deemed to release or diminish the liability of CONSULTANT, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.
Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONSULTANT, its principals, officers, agents, employees, persons under the supervision of CONSULTANT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by CONSULTANT, CONSULTANT must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, CONSULTANT shall immediately furnish City with a complete copy of any insurance policy required under this
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If CONSULTANT subcontracts any or all of the services to be performed under this Agreement, CONSULTANT shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no side agreement is required, CONSULTANT shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and CONSULTANT shall ensure that CITY, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with CONSULTANT, and CITY, prior to commencement of any work by the subcontractor.
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation wi th the City of Fresno or any of its agents?
2 Do you represent any firm, or ganization, or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?
6 Do you or any of your subcontra ctors have, or expect to have, any interest, direct or indire ct, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(Name)
(Company)
(Address)
Additional page(s) attached.
(City, State Zip)
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 Price Paige and Company
N/A
N/A
9/21/2023
Josh Giosa
570 N. Magnolia, Clovis, CA 93611
Septembe
r 6, 2023
Mr. Santino Danisi, MBA
City Controller/Finance Director
City of Fresno, Room 2156
2600 Fresno St., Suite
Fresno, CA 93721
Dear Mr. Danisi:
This letter confirms the engagement of Price Paige & Company by the City of Fresno (the City) for the following professional services:
We will assist the City with the preparation of its bank reconciliatio ns for the months of July 20 22 through June 2023. At the conclusion of our work, we will provide the City with a copy of all reconciliations , which will include any unreconciled bank activity. We will then work with City personnel to develop any journal entries necessary to correct unreconciled bank activity.
After City personnel records the journal entries, we will review the City’s trial balance to ensure the journal entries were properly recorded and the correct cash balances are being reported.
All workpapers or other documents used by us during this engagement will be maintained in segregated files, and such originals and all copies will be returned to you upon the completion of our engagement.
Electronic Data Communication and Storage and Use of Third-Party Service Provider In the interest of facilitating our servic es to the City, we may communicate by facsimile transmission, send data over the Internet, store electronic data via comput er software applications hosted remotely on the Internet, or allow access to data through third-party vendors’ secured portals or clouds. Electr onic data that is confidential to the City may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data, such as providers of tax return preparation and document management software. In usi ng these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. We also require all of our third-party vendors to do the same.
You recognize and accept that we have no control over the unauthorized intercepti on or breach of any communications or data once it has been sent or has been subject to unauthoriz ed access, notwithstanding all reasonable security measures employed by us or our third-party vendors, and consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this engagement.
Engagement Administration, Fees and Other
We will schedule the engagement based in part on deadlines, worki ng conditions, and the availability of your key personnel.
We will plan the engagement based on the assumption that your personnel will cooperate and provide assistance by performing tasks such as preparing requested schedules, retrieving supporting documents, and preparing confirmations. If, for whatever reason, your personnel are unavailable to provide the necessary assistance in a timely manner, it may substantially increase the work we have to do to complete the engagement within the established deadlines, resulting in an increase in fees over our original fee estimate.
It is our policy to keep records related to this engagement for a minimum of seven years after the report release date.
ShareFile is used solely as a method of exchanging information and is not intended to store the City’s information.
Upon completion of the engagement, data and other content will be removed from ShareFile in accordance with Price Paige & Company’s policy.
DocuSign Envelope ID: 2007435F-4CAB-4B78-8C3D-9CC09428AF7F DocuSign Envelope ID: 7B50DD1A-ED19-4FC9-9E05-B2C6DA9C2119 September 6, 2023
2023
FRESCITY
Our fee for the above consultation services will be within a range from a minimum of $90,000 to a maximum of $120,000 depending on the number of hours required to complete the se rvice. Our fees are based on the expected hours required to perform the service at our standard hour ly rates. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your consulting engagement. Our billing rates are reviewed annually and, where appropriate, adjusted for any increases due to inflation and other factors. We will issue a monthly billing statement for the work completed in that month. Payments for services are due when rendered and interim billings may be submitted as work progresses and expenses are incurred. Our fee estimate is based on antici pated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the services listed. If significant time is necessary, we will discuss it with you before we incur additional costs. The fees for these services will be billed at the hourly billing rate for the individual involved, plus out-of-pocket expenses.
If any dispute pertaining to our work product arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules fo r Professional Accounting and Related Services Disputes before resorting to litigation. The costs of any mediation pr oceeding shall be shared equally by all parties.
All work will be suspended if your account becomes 90 days past due. No work will be resumed until your account is fully paid. You acknowledge and agree that in the event we stop work or withdraw from this engagement as a result of your failure to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable for any damages that occur as a result of our ceasing to render services. Client and accountant both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES
CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A
COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.
If information becomes known that would make our continued involvement in this engagement inappropriate, or parties involved change, we reserve the right to withdraw from this engagement. In addition, we will refuse to perform any requested act that we deem a violation of law, public policy, or our professional ethical standards, an d may, as a result, withdraw from the engagement without penalty.
In no event will our firm be liable for incidental or consequential damages resulting from our performance on this engagement, even if we have been advised of the possibility of such damages.
If these terms are in accordance with your understanding and meet with your approval, please return a signed copy via email or regular mail at your earliest convenience. This agreement will become effective when you return the signed copy to us.
If the need for additional services arises, our agreement with you will need to be revised. It is customary for us to describe these revisions in an addendum to this letter.
Sincerely,
Josh Giosa, CPA
Price Paige & Company
- - - - - - -
RESPONSE:
This letter correctly sets forth the understanding of the City of Fresno, California.
Management Signature Title Date
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