AGREEMENT FOR PROFESSIONAL SERVICES
This agreement ("Agreement") entered into this 3d day of January, 2023, is between the City of Marysville, a charter city and municipal corporation of the State of California located at 526 C Street, Marysville, CA 95901, ("City") and Richardson & Company, LLP, with its primary office located at 550 Howe Avenue, Suite 210, Sacramento, CA 95825 ("Consultant").
RECITALS
1. The City has determined it is necessary and desirable to secure certain technical and professional services for proposed objectives regarding the Audit consulting work. The scope of work for said service (hereinafter "Project") is attached hereto as "Exhibit A" and is hereby incorporated by reference; and
2. Whereas, Consultant represents it is qualified and willing to provide such services pursuant to the terms and conditions of this Agreement;
Now, therefore, it is agreed by and between City and Consultant as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as if set forth herein in full.
2. Scope of Service.
(a) Services to be Furnished. Subject to such policy direction and approvals as City through its staff may determine from time to time, Consultant shall perform the services set forth in Exhibit A attached hereto and incorporated herein by reference. (b) Schedule for Performance. Consultant shall perform the services identified in Exhibit A in accordance with the schedule described in Exhibit B and as expeditiously as is consistent with generally accepted standards of professional skill and care and the orderly progress of work.
(c) Standard of Quality. All work performed by Consultant under this Agreement shall be in accordance with all applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. (d) Compliance With Laws. Consultant shall comply with all applicable federal, state, and local laws, codes, ordinances, regulations, orders, and decrees. Consultant represents and warrants to City that Consultant shall, at its own cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for Consultant to practice its profession or are necessary and incident to the due and lawful prosecution of the services it performs under this Agreement. Consultant shall maintain a City of Marysville business license. Consultant shall at all times during the term of this Agreement, and for one year thereafter, provide written proof of such licenses, permits, insurance, and approvals upon request by City. City is not responsible or liable for Consultant's failure to comply with any or all of the requirements contained in this paragraph.
3. Compensation.
(a) Schedule of Payment. The compensation to be paid by City to Consultant for the services rendered hereunder shall be on a time and materials basis based upon the rate schedule in Exhibit C attached hereto and hereby incorporated by reference. (b) Total Price Ceiling. The Total Price Ceiling shall be:
Forty-six thousand dollars ($46,000) for FY2022-23
Forty-seven thousand four hundred twenty five dollars ($47,425) for FY2023-24 Forty-eight thousand eight hundred seventy five dollars ($48,875) for FY2024-25 Fifty thousand three hundred seventy dollars ($50,370) for FY2025-26 Fifty-one thousand eight hundred ninety dollars ($51,890) for FY2026-27 Total compensation, including both fees and expenses, for services rendered by Consultant to City shall not exceed the Total Price Ceiling.
Additional Services. City shall make no payment to Consultant for any extra, further, or additional services unless such services and payment have been mutually agreed to and this Agreement has been formally amended in accordance with Section 7. Consultant shall not commence any work exceeding the Scope of Services in Section 2 without prior written authorization from City.
Invoicing and Payment. Consultant shall submit periodic invoices, not more frequently than monthly, for the services rendered during the preceding period. Invoices must be submitted in duplicate or electronically transmitted and must indicate the hours actually worked by describing the tasks) performed, the employees) performing the tasks), and the hours (or fractions of hours in tenths of an hour spent on the tasks). The invoice shall also show all other directly related costs by line item in accordance with Exhibit C. City shall approve or disapprove the invoice within fifteen (15) calendar days following receipt thereof and shall pay all approved invoices and billings within thirty (30) calendar days. City reserves the right to withhold payment of disputed specific items and shall give notice to the Consultant, pursuant to Section 11, of all such disputed specific items within fifteen (15) business days following receipt of an invoice. The parties shall exercise good faith and diligence in the resolution of any disputed invoice amounts.
Product Review and Comment. Consultant shall provide City with required copies of each product described in Exhibits A and C. Upon the completion of each product, Consultant shall be available to meet with City. If additional review and/or revision is required by City, City shall conduct reviews in a timely manner.
5. Term of Agreement. This Agreement shall be effective immediately and shall remain in effect until completed, amended pursuant to Section 7, or terminated pursuant to Section 6.
Termination.
(a) City shall have the right to terminate this Agreement for any reason, at any time, by serving upon Consultant thirty (30) calendar days advance written notice of termination. The notice shall be deemed served and effective for all purposes on the date it is deposited in the U.S. mail, certified, return receipt requested, addressed to Consultant at the address indicated in Section
11. (b) If City issues a notice of termination:
1) Consultant shall immediately cease rendering services pursuant to this Agreement;
(ii) Consultant shall deliver to City copies of all writings, whether or not completed, which were prepared by Consultant, its employees, or its subcontractors, if any, pursuant to this Agreement and for which Consultant has been paid in accordance with Section 6(b)(ii). The term "writings" shall include, but not be limited to, handwriting, typewriting, computer files and records, drawings, blueprints, printing, copying, photographs, and every other means of recording upon any tangible thing, any form of communication or representation, including letters, words, pictures, sounds, symbols, or combinations thereof; (iii) City shall pay Consultant for work actually performed up to the effective date of the notice of termination, subject to the limitations prescribed by Section 3 of this Agreement, less any compensation to City for damages suffered as a result of Consultant's failure to comply with the terms of this Agreement. Such payment shall be in accordance with Exhibit C. However, if this Agreement is terminated because the work of Consultant does not meet the terms or standards specified in this Agreement, then City shall be obligated to compensate Consultant only for that portion of Consultant's services which are of benefit to City.
7. Amendments. Modifications or amendments to the terms of this Agreement shall be in writing and executed by both parties.
Nondisclosure of Confidential Information. Consultant shall not, either during or after the term of this Agreement, disclose to any third party any confidential information relative to the work of City without the prior written consent of City.
9. Inspection. City representatives shall, with reasonable notice, have access to the work and work records of Consultant, including time records, for purposes of inspecting same and determining that the work is being performed in accordance with the terms of this Agreement.
Independent Contractor. In the performance of the services in this Agreement, Consultant is an independent contractor and is not an agent or employee of City. Consultant, its officers, employees, agents, and subcontractors, if any, shall have no power to bind or commit City to any decision or course of action, and shall not represent to any person or business that they have such power. Consultant has and shall retain the right to exercise full control of the supervision of the services and over the employment, direction, compensation, and discharge of all persons assisting Consultant in the performance of said service hereunder. Consultant shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security and income tax withholding, workers' compensation insurance, and all other regulations governing such matters.
11. Notice. Any notices or other communications to be given to either party under this Agreement shall be in writing, shall be delivered to the addresses set forth below, and shall be effective, as follows:
a. by personal delivery, effective upon receipt by the addressee; b. by facsimile, effective upon receipt by the addressee, so long as a copy is provided by certified U.S. mail, return receipt requested, postmarked the same day as the facsimile; c. by certified U.S. mail, return receipt requested, effective 72 hours after deposit in the mail.
City: City of Marysville
526 C Street
Marysville, California 95901
Attn: City Manager
Phone: (530) 749-3901
Fax: (530) 749-3992
Consultant: Richardson & Company
550 Howe Avenue, Suite 210
Sacramento, CA 95825
Phone: 916-564-8727
Fax: 916-564-8728
Either party may change its address for notices by complying with the notice procedures in this Section.
12. Ownership of Materials.
produced, or generated as part of the services performed under this Agreement. At any time during the term of this Agreement, at the request of City, Consultant shall allow the City to inspect all writings, records, and information created or maintained pursuant to this Agreement and for which Consultant has been paid in accordance with this Agreement. The Consultant shall be allowed to retain its original work papers, provided the City may have copies thereof at its request. The term
13. Assignment; Subcontracting; Employees.
(a) Assignment. Consultant shall not assign, delegate, or transfer its duties, responsibilities, or interests in this Agreement without the prior express written consent of City.
Any assignment without such approval shall be void and, at City's option, shall terminate this Agreement and any license or privilege granted herein.
Subcontracting. Consultant shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior express written consent of City. If City consents to Consultant's hiring of subcontractors, all subcontractors are deemed to be employees of Consultant and Consultant agrees to be responsible for their performance.
Consultant shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and shall keep the work under its control.
14. Binding Agreement. This Agreement shall bind the successors of City and Consultant in the same manner as if they were expressly named herein.
15. Waiver.
(a) Effect of Waiver. Waiver by either party of any default, breach, or condition precedent shall not be construed as a waiver of any other default, breach, or condition precedent or any other right under this Agreement.
(b) No Implied Waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at a later time.
16. Nondiscrimination.
(a) Consultant shall not discriminate in the conduct of the work under this Agreement against any employee, applicant for employment, or volunteer because of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, medical condition, or physical or mental disability.
(b) Consultant shall comply with all federal and state anti-discrimination and civil rights laws.
(c) Consultant agrees to post in conspicuous places, available to all employees and applicants for employment, notices that Consultant shall provide an atmosphere for employees, clients, and volunteers that is free from harassment or discrimination on the bases set forth in subsection 16(a).
17. Indemnity. Consultant shall indemnify and hold City and its respective officers, directors, employees and agents free and harmless from and against any and all claims, suits, liens, demands, damages, injuries, liabilities, losses and expenses of any kind, including reasonable fees of attorneys and expert witnesses, to the extent they arise out of or are in any way connected with the performance of the agreement by City, its agents, directors, or employees, or by Consultant, its agents, directors or employees, whether such claims, liens, demands, damages, losses or expenses are based upon a contract, or upon a claim for personal injury, death or property damages or upon any other legal or equitable theory whatsoever. Consultant shall not be required to indemnify City from loss or liability to the extent such loss or liability arises from the sole active negligence or willful misconduct of City.
18. Insurance Requirement. Consultant, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement, the insurance coverage and policies as set forth in Exhibit "D" attached hereto.
19. Workers' Compensation.
(a) Covenant to Provide. Consultant warrants that it is aware of the provisions of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code.
Consultant further agrees that it will comply with such provisions before commencing the performance of the work under this Agreement.
(b) Waiver of Subrogation. Consultant and Consultant's insurance company agree to waive all rights of subrogation against City, its elected or appointed officials, agents, and employees for losses paid under Consultant's workers' compensation insurance policy which arise from the work performed by Consultant for City.
20. Financial Records. Consultant shall retain all financial records, including but not limited to documents, reports, books, and accounting records which pertain to any work or transaction performed pursuant to this Agreement for three (3) years after the expiration of this Agreement.
City or any of its duly authorized representatives shall, with reasonable notice, have access to and the right to examine, audit, and copy such records.
21. Conflict of Interest. Consultant shall exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with City's interest. During the term of this Agreement, Consultant shall not accept any employment or engage in any consulting work which creates a conflict of interest with City or in any way compromises the services to be performed under this Agreement. Consultant shall immediately notify City of any and all violations of this Section upon becoming aware of such violation.
22. Time of the Essence. Consultant understands and agrees that time is of the essence in the completion of the work and services described in Section 2.
23. Severability. If any court of competent jurisdiction or subsequent preemptive legislation holds or renders any of the provisions of this Agreement unenforceable or invalid, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected.
24. Governing Law and Choice of Forum. This Agreement shall be administered and interpreted under California law as if written by both parties. Any litigation arising from this Agreement shall be brought in the Consolidated Municipal and Superior Court of Yuba County.
25. Costs and Attorney's Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
26. Authority. The parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, estates or firms represented or purported to be represented by such entity(s), person(s), estate(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with.
Further, by entering into this Agreement, neither party hereto shall have breached the terms or conditions of any other contract or agreement to which such party is obligated, which such breach would have a material effect hereon.
27. Force Majeure. Except as otherwise provided in this Agreement, if the performance of any act required by this Agreement by either City or Consultant is prevented or delayed by reason of any act of God, strike, act of terrorism, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations or any other cause not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused.
28. Integration. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein and supersedes all prior negotiations, representations, or agreements, both written and oral. This Agreement may not be modified or altered except in accordance with Section 7.
Executed by City and Consultant on the date shown next to their respective signatures. The effective date of this Agreement shall be the date of execution by the City as shown below.
City of Marysville Richardson & Company, LLP
By:
Jim Schaad, City Manager
Tite: Managing Partner
Approved as to Form:
By: Business License #: 008162
Brant Bordsen, City Attorney
Tax ID No: 46-5577902
Attest:
By:
Nicole Moe, City Clerk
Attachments: Exhibit A - Scope of Services
Exhibit B - Timeline Requirements
Exhibit C- Fee Schedule
Exhibit D - Insurance Requirements
EXHIBIT A
SCOPE OF SERVICES
Services to be Performed by the Auditors
In general, the auditors will perform a financial and compliance audit to determine (a) whether the combined financial statements of the City fairly present the financial position and the results of financial operations in accordance with generally accepted accounting principles, and (b) whether the City has complied with laws and regulations that may have a material effect upon the financial statements.
2. The auditors will perform the audit of the primary government financial statements of the City in conformity with accounting principles generally accepted in the United States of America including all properly classified funds of the primary government required by generally accepted accounting principles to be included in the financial reporting entity and issue an opinion thereon. The auditor shall also be responsible for performing certain procedures involving Management's Discussion and Analysis (MD&A) and required supplementary information (RSI) required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards.
The auditors will examine the City's internal accounting controls and accounting procedures and render written reports of their findings and recommendations to the Finance Director.
The examination shall be made, and reports rendered in accordance with generally accepted government auditing standards. In addition, the auditors shall communicate any reportable conditions found during the audit that can be defined as either a significant or material weakness in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statement.
Auditors shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties:
Jennifer Styczynski, Finance Director, and Jim Schaad, City Manager.
5. Under the requirements of the Federal Government's program covering a single audit for all federal grant funds, auditors shall conduct an audit in accordance with the Single Audit Act Amendments of 1996, Uniform Guidance and generally accepted auditing standards as well as generally accepted governmental auditing standards.
6. Auditors shall submit a management letter setting forth their findings and/or recommendations on those matters noted and observed during the conduct of the examination of the financial records and developed within the scope, usually associated with such an examination relating to, but not limited to, a) improvement in systems of internal control, b) improvement in accounting system, c) apparent noncompliance with laws, rules, and regulations, and d) any other material or significant matter coming to the attention of the firm during the conduct of the examination.
7. Auditors shall prepare the Annual Report of Financial Transactions and proof of submission by the deadline January 31 of each fiscal year.
8. Auditors shall prepare a report on the City's compliance with Proposition 111, Article XIII.B of the California State Constitution and Government Code 7900 (et seq.) in its calculation of the "Gann Limit".
9. Auditors shall perform the audit of the Marysville Levee District to the same standards as the City.
10. Any other reports to the governing body as may be required by generally accepted auditing standards.
11. Report preparation and printing are the responsibility of the independent auditor. This includes copies in PDF format.
EXHIBIT B
TIMELINE REQUIREMENTS
Auditors shall schedule with the Finance Director, or designee, for the Fiscal Year 2022- 2023 Audit.
All City books will be closed and ready for audit by the mutually agreed upon start date.
City staff shall prepare detailed lead sheets and account reconciliations for the auditors.
Fieldwork shall commence on an agreed upon date between auditors and City staff but no later than the last week of October and shall be completed by no later than the third week of December, at which time a draft copy of all reports listed under "Specific Deliverables to the City of Marysville" shall be prepared and delivered to the Finance Director.
The Entrance Conference, Progress Reporting, and Exit Conference should be held by the time frames indicated on the schedule shown below:
i. Entrance Conference with key Finance Department staff to Prior to start of discuss work to be performed, establish overall liaison for field work audit and arrangements for space and other needs of the auditor
ii. Progress conference with key Finance Department staff to Midway discuss the year-end work to be performed through audit work
iii. Exit conference with Finance Director and City Manager to At the summarize the results of the field work and to review conclusion of significant findings the year-end
audit work
Specific Deliverables to the City of Marysville
Reports Due Date Qty.
Audit of the general purpose financial statements of the No later than 5 City of Marysville and preparation of the audit report December 31st Audit of the general financial statements of the No later than 5 Marysville Levee District and preparation of the audit December 31st report
Testing of and full report on the compliance with the No later than 5 Single Audit Act of 1984, as amended in 1996, and February 28th applicable laws and regulations
Annual Report of Financial Transactions Not later than 1 January 31st
Appropriation Limit Calculations No later than 1
December 31st
EXHIBIT C
FEE SCHEDULE
Schedule of Professional
Fees and Expenses to Standard Quoted
Support the Total All- Hourly Hourly
Inclusive Maximum Price Hours Rates Rates Total
Partner 40 $ 200 $ 140 $ 5,600
Manager 140 $ 180 $ 110 $ 15,400
Supervisory Staff 135 $ 140 $ 100 $ 13,500
Other (Specify) 135 $ 110 $ 80 $ 10,800
Sub-Total $ 45,300
Other Expenses $ 700
Total $ 46,600
Hours and rates are subsequent years are comparable to the fees and expenses above.
Optional Years
All-Inclusive
Maximum Price by FY FY FY FY FY
Report 2022-23 2023-24 2024-25 2025-26 2026-27
City Audit $ 29,900 $ 30,800 $ 31,725 $ 32,700 $ 33,715 Levee District Audit $ 8,000 $ 8,250 $ 8,500 $ 8,760$ 9,000 Single Audit $ 4,800 S 4,950 $ 5,100 $ 5,250 s 5,400
Financial Transactions
Report $ 2,900$ 3,000 $ 3,100 $ 3,200 $ 3,300
Gann Limit Review $ 400 $ 425 $ 450 _$ 460 $ 475
Total $ 46,000 $ 47,425 $ 48,875 $ 50,370 $ 51,890
EXHIBIT D
INSURANCE REQUIREMENTS
Required Coverage. Consultant, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the entire term of this Agreement the following described insurance coverage. This coverage shall insure not only Consultant, but also, with the exception of workers' compensation and employer's liability insurance, shall name as additional insureds City, its officers, agents, employees, and volunteers, and each of them:
Policy Minimum Limits of Coverage
(i) Workers' Compensation and Statutory and
Employer's Liability $2,000,000 per accident for bodily injury or disease, respectively
(ii) Comprehensive Automobile Bodily Injury/Property Damage Insurance Services Office, $2,000,000 each accident
form #CA 0001 (Ed 1/87
covering auto liability code 1
(any auto)
(iii) General Liability Insurance $2,000,000 per occurrence. If Services Office Commercial Commercial General Liability General Liability coverage Insurance or other form with a on an occurrence basis general aggregate limit shall
(occurrence form CG 0001) apply separately to this Project or location, the general aggregate
limit shall be twice the require
(iv) Errors and Omissions/ $1,000,000 per occurrence
Professionals' Liability, errors
and omissions liability
insurance appropriate to the
Consultant's profession.
If the Consultant maintains higher limit, then the minimum shown above, Client shall be entitled to coverage for the higher limits maintained by the Consultant. (b) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respect City or Consultant shall provide a financial guarantee satisfactory to Client guaranteeing payment of losses and related investigations, claim administration, and defense expenses. (c) Required Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
(i) For any claims related to this Project, the Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it; (ii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City, its officers, officials, employees, or volunteers;
(iii) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; (iv) Each insurance policy required by this Section shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after giving City 30 days' prior written notice by certified mail, return receipt requested.
(d) Acceptability of Insurers. Consultant shall place insurance with insurers that have a current A.M. Best's rating of no less than A:VII unless Consultant requests and obtains City's express written consent to the contrary.