CITY MANAGER' S REPORT ITEM 4. 11
MAY 8, 2023 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE A PROFESSIONAL SERVICES AGREEMENT
WITH BADAWI & ASSOCIATES FOR PROFESSIONAL
AUDITING SERVICES
RECOMMENDATION: Adopt Resolution to Approve a Professional Services Agreement with Badawi & Associates for
Professional Auditing Services
SUMMARY:
Auditing the City' s financial records plays a critical role in public sector finance. It is one of the most important and effective methods to ensure the credibility and transparency of the City' s financial reporting to all of the City' s stakeholders, and is required under the California Government Code ( Section 12410. 6). The City typically contracts for auditing services for a period of three ( 3) years with the option to extend the contract to a maximum of five ( 5) years.
In April 2023, the City solicited Requests for Proposals ( RFP) through the California Society of Municipal Finance Officers ( CSMFO) website, and received two ( 2) proposals from highly qualified firms. After staff's review of the proposals received, staff recommends Council approve a professional services agreement with Badawi & Associates for the next three ( 3) fiscal years with the option to extend the term for an additional two ( 2) years. Badawi & Associates is a full service certified public accountants firm located in Berkeley, California. The firm is a leader in the field of governmental accounting and auditing with extensive local government experience and has received excellent recommendations from their municipal clients.
BACKGROUND:
The financial records of the City are required to be audited each year by a public accounting firm. In addition to the audit of City funds, many grants and federal funding programs also require a specific audit conducted on the revenues and expenditures that are associated. The independent auditor also performs agreedupon procedures to test and report on the City' s GANN appropriation limit calculation. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit also includes evaluating the overall presentation of the financial statements and evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting internal controls made by management.
The objective of the audit is to express an opinion as to whether these financial statements are fairly presented in all material respects in conformity with all applicable accounting standards generally accepted in the United States of America.
In April 2023, the City solicited Requests for Proposals ( RFP) through the California Society of Municipal Finance Officers ( CSMFO) website. The RFP was open for three CITY MANAGER' S REPORT PAGE 2
MAY 8, 2023 CITY COUNCIL REGULAR MEETING
PROFESSIONAL AUDIT SERVICES CONTRACT AWARD
weeks and a total of two firms submitted proposals. The review and rating were conducted by Finance Department staff. Each proposal was evaluated by the criteria as defined in the RFP. The evaluation criteria consisted of mandatory elements ( ex:
license to practice in California), technical qualifications, audit approach, references and price.
After staff's review of the proposals received, staff recommends Council approve a professional services agreement with Badawi & Associates for the next three ( 3) fiscal years with the option to extend the term for an additional two ( 2) years.
Badawi & Associates is a leader in the field of governmental accounting and auditing with extensive local government experience. The firm is well known in municipal auditing in California and has received excellent recommendations from their municipal clients.
Badawi & Associates is a full service certified public accountants firm located in Berkeley, California. The firm was founded to serve the fast- paced needs of California' s local governments and emerging businesses. Their goal is to build a proactive, client- focused culture from the ground up and to eliminate the entrenched bureaucratic culture and intrinsic limitations of competing firms. Badawi Associates was selected based on the technical knowledge of the partners and managers to be assigned to the engagement; their emphasis on time management, planning, and realizing deadlines; and their ability to provide valuable insight and information related to new accounting standards, industry best practices, and unusual accounting transactions throughout the process. They were the highest ranked proposal based on the selection criteria and cost was comparable to other submittals.
REASON FOR RECOMMENDATION:
Badawi & Associates is highly qualified and their proposal states that the City can expect the audit of the City' s financial records to be conducted in a timely manner with minimal disruptions to office operations, and to meet the City' s timeline.
FISCAL IMPACTS:
The total fee proposed by Badawi & Associates for the FY 2022- 23 audit is $ 54, 125 and for the subsequent two years $ 113, 070 ( combined) for a three- year total of 167, 195. These amounts will be included in the Finance Department' s annual budget in the respective fiscal years.
ATTAC H M E NTS:
A. Resolution to Approve Professional Services Agreement with Badawi & Associates for Professional Auditing Services
B. Badawi & Associates Professional Services Agreement
CITY MANAGER' S REPORT PAGE 3
MARCH 8, 2021 CITY COUNCIL REGULAR MEETING
PROFESSIONAL AUDIT SERVICES CONTRACT AWARD
APPROVALS:
2 J Z oZ3
Thomas Hedegard Date
Deputy Finance Director
1 G%L' a D
Cari Jam Date
Director Finance
S• Z z-,o Z 3
Salvador Navarrete Date
City Attorney
5 •3• 23
Step en J. Salvatore Date
City Manager
RESOLUTION NO. 23-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP
APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH BADAWI &
ASSOCIATES FOR PROFESSIONAL AUDITING SERVICES
WHEREAS, auditing the City' s financial records plays a critical role in public sector finance and an audit is required under the California Government Code Section 12410. 6); and
WHEREAS, the City typically contracts for auditing services for a period of three ( 3) years with the option to extend the contract to a maximum of five ( 5) years; and
WHEREAS, the contract with the City' s previous auditing firm was terminated upon the completion of the FY 2021- 22 annual audit and subsequent reporting; and WHEREAS, in April, 2023, Finance staff prepared a Request for Proposals for auditing services, resulting in two highly qualified firms submitting proposals. Each proposal has been evaluated in terms of the firm' s mandatory elements ( ex: license to practice in California), technical qualifications, audit approach, references and price; and
WHEREAS, a committee composed of finance staff rated each firm and recommends Badawi & Associates; and
WHEREAS, Badawi & Associates has the experience and resources to provide the required auditing services listed in the Request for Proposal; and WHEREAS, the proposed Professional Services Agreement with Badawi & Associates is for a three- year term with an option to extend it for another two years, if the City decides to exercise its option to extend the Agreement; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lathrop approves a Professional Services Agreement with Badawi & Associates to perform the annual audit of the City' s financial records for a period of three years at a cost of $ 167, 195, with an option to extend the Agreement for two years and authorizes the City Manager to execute any extensions, and to make any minor amendments to the agreement as needed.
The foregoing resolution was passed and adopted this 8t'' day of May, 2023, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney
GacuSign Env iop i: OA5 43Dv 3- 1- 4i6- 8 29- 825 3 Go 53
CITY OF LATHROP
AGREEMENT FOR PROFESSIONAL AUDITING SERVICES WITH
BADAWI & ASSOCIATES
FOR FISCAL YEARS ENDING JUNE 30, 2023 THROUGH JUNE 30, 2025 THIS AGREEMENT, dated for convenience this day of May, 2023, is by and between BADAWI & ASSOCIATES (" CONSULTANT") and the CITY OF LATHROP, a California municipal corporation (" CITY");
RECITALS:
WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform Professional Auditing Services, which are required by this agreement; and WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, CONSULTANT is willing to render such Professional Audit Services, as hereinafter defined, on the following terms and conditions; NOW, THEREFORE, CONSULTANT and the CITY agree as follows:
AGREEMENT
1) Scope of Service.
CONSULTANT agrees to perform Professional Auditing Services in accordance with the scope of work and fee proposal provided by CONSULTANT, attached hereto as Exhibit" A" and incorporated herein by reference. CONSULTANT agrees to diligently perform these services in accordance with the upmost standards of its profession and to CITY' S satisfaction.
Additional Work. If changes in the work seem merited by CONSULTANT or the CITY, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: CONSULTANT shall forward a letter outlining the changes to the CITY with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the CITY and executed by both Parties before performance of such services, or the CITY will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI 8 ASSOCIATES
2) Compensation.
Subject to Section 14 below, CITY hereby agrees to pay CONSULTANT a sum not to exceed $ 54, 125 for fiscal year ending June 30, 2023, $ 55, 705 for fiscai year ending June 30, 2024, and $ 57, 365 for fiscal year ending June 30, 2025, for the Professional Auditing Services set forth in Exhibit " A". CONSULTANT shall be paid any uncontested sum due and payable within thirty ( 30) days of receipt of billings containing all information pursuant to Section 5 below. Compensation for any task must be equal to or less than the percentage of task complete. In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit " A", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' s authorized representative prior to the commencement of the work.
3) Effective Date and Term.
The effective date of this Agreement is May 2023, and it shall terminate no later than June 30, 2026 ( which includes fiscal years ending June 30, 2023, 2024, and 2025), provided that the CITY may renew this agreement for an additional two 2) year periods, commencing on July 1 of each year and terminating on June 30 of each subsequent year. Each such renewal shall be automatic unless CONSULTANT is given thirty ( 30) days written notice of CITY' s intention not to renew this agreement.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope of work described in Exhibit " A" to City' s satisfaction. CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY. 5) Billinqs
Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services perFormed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in Section 2 for either task or for the entire Agreement, unless modified by a properly executed change order. 6) Advice and Status Reportinq
COIvSVLT NT shall povid thc CITY with timely reports, raiiy r iii Vviiililc, of all significant developments arising during performance of its services hereunder, and
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
shali furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement.
7) Assiqnment of Personnel
CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. If CITY asks CONSULTANT to remove a person assigned to the work called for under this Agreement, CONSULTANT agrees to do so immediately, without requiring the CITY to process a reason or explanation for its request.
The services shall be performed by, or under the direct supervision, of CONSULTANT' s Authorized Representative: Ahmed Badawi, President CONSULTANT shall not replace its Authorized Representative without the prior written approval by the CITY.
8) Assiqnment and Subcontractinq
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative. CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' S authorized representative.
9) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections ( a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY.
CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers' Compensation. CONSULTANT shall, at CONSULTANT' S sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer' s Liability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' s Liability Insurance shall be provided wiih lir iis oi i c i fess than one millioi dollars. In the alternative, CONSULTANT may rely on a selfPage 3 of 12 DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
insurance program to meet these requirements provided that the program of self-insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self-insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liabilitv Insurance.
CONSULTANT, at CONSULTANT' S own cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.
Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ed. 12/ 90) Code 1 ( any auto).
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' s general supervision of CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage. iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California- admitted insurers with a Best' s rating of no less than A: VII.
vi) Notice of cancellation or non- renewal must be received by CITY at least thirty days prior to such change.
c) Professional Liabilitv. CONSULTANT, at CONSULTANT' S own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than One Million Dollars ($ 1, 000, 000) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self-insured retention shall not exceed 150, 000 per claim.
ii) Notice of cancellation, material change, or non- renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy.
iii) The policy must contain a cross liability or severability of interest clause.
iv) The following provisions shall apply if the professional liability coverages are written on a claims made form:
1. The retroactive date of the policy must be shown and must be before the date of the Agreement.
2. Insurance must be maintained and evidence of
insurance must be provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
3. f C L2i'a 2 is canceled 01' CiOi i2 i2'vti2u iC It 18 ii i replaced with another claims made policy form with a
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
retroactive date that precedes the date of this
Agreement, CONSULTANT must provide extended
reporting coverage for a minimum of five years after
completion of the Agreement or the work. The CITY
shall have the right to exercise at the CONSULTANT' S
cost, any extended reporting provisions of the policy
should the CONSULTANT cancel or not renew the
coverage.
4. A copy of the claim reporting requirements must be
submitted to the CITY prior to the commencement of
any work under this Agreement.
d) Deductibles and Self- Insured Retentions. CONSULTANT shall disclose the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.
During the period covered by this Agreement, upon express written authorization of the CITY' s authorized representative, CONSULTANT may increase such deductibles or self-insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY' s authorized representaiive may condition approval of an increase in deductible or self- insured retention levels upon a requirement that CONSULTANT procure a bond
guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e) Notice of Reduction in Coveraqe. In the event that any coverage required under subsections ( a), ( b), or ( c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' S earliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.
In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to siop work under ihis Hgreement or withhold any payment which becomes due to CONSULTANT
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.
Exercise of any of the above remedies, however, is an aiternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' S breach.
10) Indemnification - CONSULTANT' S Responsibility
As to the CONSULTANT' S work hereunder, it is understood and agreed that ( a) CONSULTANT has the professional skills necessary to perform the work, ( b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perForm.
Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' S profession.
CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause.
This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.
11) Licenses
li a license of any kind, which ierm is ii ie ded to include evidence of registratiori, is required of CONSULTANT, its employees, agents, or subcontractors by federal
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations.
12) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 13) Termination
Either CITY or CONSULTANT may cancel this Agreement upon 30 days written notification to the other party. In the event oftermination, the CONSULTANT shall be entitled to compensation for services performed to the effective date of termination; provided, however, that the CITY may condition payment of such compensation upon CONSULTANT' S delivery to the CITY of any or all documents, photographs, computer software, video and audio tapes, and other materials provided to CONSULTANT or prepared by or for CONSULTANT or the CITY in connection with this Agreement.
14) Fundinq
CONSULTANT agrees and understands that funding of this agreement beyond the current fiscal year is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. 15) Notices
All contracts, appointments, approvals, authoriZations, claims, demands, change orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, ( 2) sent by the United States mail, postage prepaid, ( 3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone fax number set forth below during regular business hours of the receiving party and followed with two 2) days by delivery of a hard copy of the material sent by facsimile transmission.
Personal service shall include, without limitation, service by delivery and service by facsimile transmission.
To CITY: City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, CA 95330
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
Copy to: City of Lathrop
Finance Department
390 Towne Centre Drive
Lathrop, CA 95330
Main: ( 209) 941- 7320
Fax: ( 209) 941- 7339
To CONSULTANT: Badawi & Associates
Ahmed Badawi
2855 Telegraph Avenue
Suite 312
Berkeley, CA 94705
Phone: ( 510) 768- 8244
Fax: ( 510) 768- 8249
16) Miscellaneous
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent.
b) Controlling Law. The parties agree that this Agreement shall be governed and construed by and in accordance with the Laws of the State of California.
c) Definitions. The definitions and terms are as defined in these specifications.
d) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
e) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
fl Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the gre2ment and shall be deemed to be part of this Agr m nt.
DocuSign EnvelopelD: 0A6448D D- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI 8 ASSOCIATES
g) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement befinreen the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement.
h) Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
i) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party.
All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
Q) Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effec#.
k) Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.
I) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
m) Time of the Essence. Time is of the essence of this Agreement and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday or any Day observed as a legal holiday by CITY, the time for performance shall be extended to the following Business Day.
n) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the tate courts of California in the County of San .; o quin or in thQ United States District Court for the Eastern District of California.
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI & ASSOCIATES
o) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, inciuding reasonable attorney' s fees, incurred or expended in connection with such action against the non- prevailing party.
17) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. CITY shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed.
18) Siqnatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 CITY OF LATHROP — PROFESSIONAL AUDITING SERVICES
BADAWI 8 ASSOCIATES
Approved as to Form: City of Lathrop
City Attorney
Z Z .
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Director of Finance
Cari Jame Date
Approved By: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
CONSULTANT: Badawi & Associates
Ahmed Badawi, President
2855 Telegraph Avenue
Suite 312
Berke ey, CA 94705
Fed I D #:
Business License #
DocuSigned by:
Q, nt,, ja. abvi 5/ 3/ zoz3
Signature Date
4hmed Badawi President
Print Name and Title)
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 EXHIBIT '"A"
r . i
For Professianal Auditing Services for
the City of Lathrop
For fiscal years ending June 30, 2 23 through 2425,
with the option of extending the contract for each of
the two { 2} subsequent fiscal years.
April 26, 2023
Contact Person;
Ahmed Badawt, CPA
Sadawi 8 Assacfates
Certified Public Accountants
2855 7etegraph Avenue, Suite 372
Bericelsy, GA 94705
Phone;{ 510) 768-$ 244
Fax: ( 510) 768-8249
E- mail: abadaw' _- acpa. com
s BADAWf tASSflCIATES
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 City ot Lathrop Cost Proposaf
Name o# Firm a d Certification
Name of Firrn: Badawi& Associates
Address 2855 Telegraph Avenue, Suite 312
City, State, Zip: Berkefey, CA 94705
Contact Name° Ahmed Badawi
Conta t Yelephane Number( s): 5i0- 768- 8244
Contact Fax Number(s}; 510-768- 8249
Cantact E- mail Address: abadawiCa7b- acpa. com
i, the undersigned, certify 1 am duly authorized to represent the above named firrn and am empowered to subrnit this bid. In addition, i cert'sfy I am authorized to contract with the City of Lathrop on behaif of tt abave named rm. i'he Firm vii! honor the price listed in this proposal for 180 days from the submittal deadline. r,--'~
y
President Apri! 26, 2023
Signature Title Oate
Ahmed Badawi
Name
s- BanAwt& Assoc A s
DocuSign EnvelopelD: 0A6448DD- 2FF1- 4169- 8829- 825F35E08858 Gity of Lathrap Cost Proposal
RFP Attachment A
AUD1T WORK COST PROPOSAL FORM
2025126 2426/ 27
Optional Op4anal
Service 2Q22/ 23 2023124 2U24l25 Yeac Year
Ci Audit and Related Re rts 43, 855 $ 44, 960 46, 230 + 47, 230 $ 48, 305 Sin le Audit 4, 625 4, 735 4. 915 5, 22Q 5, 495
GANN Limi# A reed- u n Procedures fi65 735 780 830 870
Ci State Controller' s Report 3, 434 3, 125 3, 155 3, 355 3,665 Annual Street Re art 1, 95D 2, 150 2, 285 2, 425 2, 445 Total for Fiscal Year{ not o ez eed 54, 125 S 55, 705 $ 57, 365 $ 59, 060 $ 6Q,78Q Note: included in our proposed fee are all out of pocket- expenses. t BADAWIZStASSO EATES 2
DocuSign EnvelopelD: 0A6448D D- 2FF1- 4169- 8829- 825F35E08858 C1ty af Lathrop Cast Proposal
RFP Attachment B
ESTlMATE UF CQST
Name af Firm. Badawi& Assaciates CPA
Address: aA S Tel+graph Avenue Suite 312 Bericelev CA 94705 Contact Name: Ahmed Sadawi
Contact Phone#: 510- 768- 8244 Fax# 510- 768- 8249
Cantact Email d wi b- ac a. corn
1. Auditor' s Quoted Billing Rates`
2025f26 2028127
Qp#ional Optionai
Pasition 2022123 20 3124 2024t25 Year Year
1' a kner 150 i6 $ 985 $ 170 $ 175
Audit Mana er 120 130 135 140 150
Audit Seniar 85 95 105 110 115
Protessionai Audit Staff 75 85 90 100 1 a5
T Specialists 120 130 135 140 145
Administra6ve Assistant 60 60 65 65 70
Please see the Auditar' s S#andard Billing Rates on the next page. 7 BADAWI tASSOCIATE5 3
DocuSign Envelope ID: OA6448DD- 2FF1- 4169- 8829- 825F35E08858 City of Lathrop CosE Proposal
Manner of Pavment:
Each Engagement Team member maintains detailed time sheets describing work petformed, date ai work, and amount of time spent on each task for the Engagement. The Finn will bili the City after camplefion of each phase of the audit and bill the City up to a maximum of 90°l0. The remaining 10% of the propasal amount will not be due until ail fnal reports are dali ered and accepted by the City. The City can anticipate three billings as follows:
of P aposat
Work Performed Amaunt
Far interim wark 45° l0
Far year- end work 45°l0
AE presentation and acceptance of finai eports i0%
Ta#al 100°! 0
Rates fiar Additional Pmfessional Services:
Any services outside the scope of our engagement will be promptly identified before the services are rendered. Upan mutual agreement, the out-af-scope services will be saparately billed at our standard hourly rates. While it c n be diKcult to simply 5tate hourly rates, as oRen times the needs of the clisnt and the specific tasks directly impact the billing rates for our services, we want to provide the following infarmation regarding aur published billing rates Po ition Hourly Rate
Partner 200 I
EQR 200 j
Manager 150
Senior i25
Staff 00
Admin. 75
Uur Standarcl Hourly Rates are adjusied annualty by 3% for Cost f Living and Inflation Adjustment Concfuslan:
A client relatipnship with the City wiil be of great va( ue to our Firm and we welcame the opportunity to develop a langterm relationship with the City. We are committed to:
Rendering thQ highest standard af service.
Developing a long- term working re{atiflnship dedicated t meeting the needs of the City.
Assisting the City in operational issues.
Producing a quality end- produc#.
We have the technica! qualifications and experience to prnvide the level of service desired and expected by the City and stand ready to provide our knawledge and experience for the benefit of yaur organization.
We wauld like to express our appreciation to the City and to its Staff for allowing us the opportunity to submit a proposal to perform professional auditing senrices. We are availabfe, at your convenience, to discuss any aspects of our proposal.
Thank yau fa allowing us to present our Firm ta you.
f t! R t*** it t 1# f•
tf ' BADAW I S A55+C} CIATES q