City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01118 6/11/2024 Consent Item 22.
Professional Auditing Services [Published for 10-Day Review 05/30/2024] File ID: 2024-01118
Location: Citywide
Recommendation: Pass a Motion: 1) authorizing the City Manager or the City Manager’s designee to execute a professional services agreement for auditing services with Macias, Gini, & O’Connell (MGO), LLP, for one year with four one-year renewal options to conduct the City’s required independent financial and compliance audits beginning with the fiscal year ending June 30, 2024, in a total amount not to exceed $1.79 million over five years; and 2) authorizing the City Manager or the City Manager’s designee to execute the agreement provided that sufficient funds are available in the adopted budget of the applicable fiscal year.
Contact: Osvaldo Lopez, Finance Manager, (916) 808-4740, [email protected]; Peter Coletto, Finance Director, (916) 808-5416, [email protected]; Department of Finance Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
Description/Analysis
Issue Detail: On March 11, 2024, the Department of Finance in accordance with City Code Chapter
3.64, issued Request for Proposals (RFP) No. P24061311001 for professional auditing services. The City received four responses to the RFP. Proposals were evaluated based on technical qualifications, including expertise and experience, price, and mandatory RFP elements. After evaluation by a selection committee, which consisted of City staff, the selection committee concluded that the proposal submitted by MGO, LLP, was the most responsive.
Audit services were solicited for the following reporting entities, which include City and related agencies and programs:
File ID: 2024-01118 6/11/2024 Consent Item 22.
· City of Sacramento - Annual Comprehensive Financial Report (ACFR) · City of Sacramento - Single Audit Reports
· Sacramento City Employees’ Retirement System (SCERS) - Financial Statements · Sacramento Convention and Visitors Bureau (SCVB) - Financial Statements · City of Sacramento - Performance Audit of City’s Measure U Sales Tax Funds Policy Considerations: This action is consistent with City Charter Section 117, which requires an annual independent audit of the City’s financial records. Independent audits are also required by the Federal Single Audit Act, grant agreements, and bond covenants. The recommendations in this report are also in accordance with provisions of City Code Chapter 3.64 regarding contracts for professional services.
The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to council action. This item was published for 10-day review on May 30, 2024, in compliance with the City Code.
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve contracting for professional services and are not considered to be a project in accordance with Section 15378(b)(2) of the CEQA Guidelines.
Sustainability: Not applicable.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: It is in the best interest of the City to authorize the City Manager to execute a professional services agreement with MGO, LLP, the firm whose proposal was the highest ranked and most responsive.
Financial Considerations: In determining the recommended spending authority, staff adjusted the proposed amounts in consideration of future needs. The recommended not-to-exceed amount of $1.79 million includes a $24,000 contingency in each year to allow for additional audit service requests. The Finance Department operating budget includes funding for all services except for the SCVB audits, which will be paid for by the SCVB.
File ID: 2024-01118 6/11/2024 Consent Item 22.
Sufficient funding is available in the FY2023/24 budget for the required audit services. Services for future fiscal years are subject to funding availability in the adopted budget for the applicable fiscal year.
Local Business Enterprise (LBE): MGO, LLP, is a local business enterprise.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 1 of 3 CONTRACT #:
CONTRACT NAME:Professional Audit Services
CONTRACT PROJECT #: 06001311-1001-433011
DEPARTMENT: Finance
DIVISION: Accounting
CITY OF SACRAMENTO
P
ROFESSIONAL SERVICES AGREEMENT*
T
HIS CONTRACT (“Contract” or “Agreement”) is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and M
acias Gini & O’Connell LLP (MGO)
500 Capitol Mall, Suite 2200, Sacramento, CA 95814
(916) 642-7048 / [email protected]
(“
CONTRACTOR”), as of the Effective Date, as defined below.
T
he City and CONTRACTOR agree as follows:
1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.
2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).
If there is a conflict between the terms and conditions of any document prepared or provided by the CONTRACTOR and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.
3. Services. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shall provide to CITY the services described in Exhibit A (“Scope of Services”).
CONTRACTOR will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) CONTRACTOR notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) CONTRACTOR estimates the additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid CONTRACTOR.
CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required ___
________________________
* T his form is to be used for all professional services, except services performed by architects, landscape - architects, professional engineers, or professional land surveyors, or services related to a construction project.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 2 of 3
by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.
4. Payment. CITY shall pay CONTRACTOR at the times and in the manner set forth in Exhibit B.
CONTRACTOR shall submit all invoices to CITY in the manner specified in Exhibit B.
5. Facilities and Equipment. Except as set forth below, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment required for CONTRACTOR to perform this Contract.
CITY shall furnish to CONTRACTOR only the facilities and equipment listed below, if any.
Workspace, including desks or tables, and chairs, and access to a photocopying machine when on-site visits to City facilities are necessary.
6. Insurance. CONTRACTOR shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.
7. General Conditions. CONTRACTOR shall comply with the terms and conditions set forth in the attached Exhibit D.
8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a CITY construction project, during the design, pre -construction, construction, or post- construction phases of the project, the CONTRACTOR and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.
9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances .
CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance.
CONTRACTOR's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.
10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process . A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 3 of 3 https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.
The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all CONTRACTOR's contracts with the City is $250,000 or more over a 12-month period.
CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.
CONTRACTOR'S violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.
11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances .
CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.
CONTRACTOR's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.
12. Authority. The person signing this Contract for CONTRACTOR represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the CONTRACTOR and to bind the CONTRACTOR to the performance of the Contract’s obligations.
[Signatures Page Following Exhibits]
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit A - Page 1 of 2
EXHIBIT A
SCOPE OF SERVICES
1. Representatives.
The CITY Representative for this Agreement is:
Osvaldo Lopez, Finance Manager
915 I Street, 4th Floor, Sacramento, CA 95814
(916) 808-4740 / [email protected]
The CONTRACTOR Representative for this Agreement is:
Kevin Starkey, Partner
500 Capitol Mall, Suite 2200, Sacramento, CA 95814
(916) 642-7048 / [email protected]
Unless otherwise provided in this Contract, a ll CONTRACTOR questions and correspondence pertaining to this Contract must be addressed to the CITY Representative. All CITY questions and correspondence must be addressed to the CONTRACTOR Representative.
2. Scope of Services. CONTRACTOR shall provide Services to CITY as set forth in Attachment 1 to this Exhibit A.
3. Time of Performance. The Services described in this Contract shall be provided for one year.
The City may extend this Contract for up to four additional one-year terms, for a maximum five-year term. CONTRACTOR shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.
4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the CITY’S Conflict of Interest Code. ____ yes _X_ no [check one]
CONTRACTOR shall cause the following to occur within 30 days after execution of this Contract:
(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the CITY’S Conflict of Interest Code.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit A - Page 2 of 2 Thereafter, throughout the term of the Contract, CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the CITY’S Conflict of Interest Code. The CITY may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
PROJECT SCOPE
Macias G
ini & O’Connell LLP (“ Contractor”) shall perform audits in accordance with generally accepted auditing standards, the standards set forth for financial audits in Government Auditing Standards issued by the Comptroller of the U.S., the provisions of the federal Single Audit Act, and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).
The Co
ntractor shall perform annual audit services for the following “ reporting entities,” which include the City and related agencies and programs:
- City o
f Sacramento Annual Comprehensive Financial Report (“ACFR”) - City of Sacramento Single Audit
- City of Sacramento Measure U Fund
- Sacramento City Employees’ Retirement System
- Sacramento Convention and Visitors Bureau
Audit reports and standards for the various “reporting entities” are summarized as follows:
- City of Sacramento – Annual Comprehensive Financial Report (ACFR) – reported under Governmental Accounting Standards Board (GASB) accounting standards, to be audited under Yellow Book standards.
- City of Sacramento – Single Audit – reported under GASB accounting standards, to be audited under Yellow Book and Single Audit standards.
- City of Sacramento – Performance Audit of the City’s Measure U Sales Tax Funds – reported under GASB accounting standards, to be audited under Yellow Book standards. - Sacramento City Employees’ Retirement System – Financial Statements – reported under GASB accounting standards, to be audited under Yellow Book standards. - Sacramento Convention and Visitors Bureau – Financial Statements – reported under Financial Accounting Standards Board (FASB) standards.
DESCRIPTION OF REPORTING ENTITIES
The fol
lowing information provides an overview of each reporting entity and its significant financial transactions. This information is not intended to be comprehensive or to limit audit scope from future transactions or activities that the City and Contractor may engage in over the term of the Agreement.
Attachment 1 to Exhibit A - Page 1 of 6
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
City of Sacramento – ACFR
The City is a charter city established under a council - manager form of government. The General Fund budget appropriations for fiscal year 2024 are $628 million. Cash and investments, including amounts held by component units, the pension trust fund, and custodial funds, totaled $2 .1 billion at June 30, 2023. The City’s outstanding long -term debt is approximately $3 .2 billion.
General Fund total fund balance, at June 30, 2023, exceeded 49% of General Fund revenue and transfers in.
The City prepares its Basic Financial Statements, along with combining statements, in the City’s ACFR in compliance with accounting requirements established by the Governmental Accounting Standard’s Board (GASB) . The City has consistently been awarded the Government Finance Officers Association (GFOA) Certificate of Achievement for Excellence in Financial Reporting and intends to continue to apply for this certificate during the fiscal years covered by this Agreement.
The Contractor is not required to provide special assistance to the City to meet the requirements of that program.
The City reports the Sacramento City Financing Authority and the Sacramento Public Financing Authority as blended component units. The City reports the Sacramento City Employees’ Retirement System as a fiduciary component unit.
City of Sacramento – Single Audit
The federal Single Audit Act requires an annual audit of non-federal entities that expend $750,000 or more of federal awards in a fiscal year.
The City expended $181 million of federal awards during the 2022 fiscal year, including three major programs. These programs were the Choice Neighborhoods Implementation Grants, Emergency Rental Assistance Program, and Coronavirus State and Local Fiscal Recovery Funds.
City of Sacramento – Measure U Funds
In November 2012, voters of the City of Sacramento approved Measure U to enact a one -half cent sales tax for six years. The original sales tax expired March 2019 and a new ballot measure raising the tax to a full cent, indefinitely, was approved by the voters on November 6, 2018. The new Measure U was approved as a general tax and can be used for any general purpose. The City recognized Measure U revenues and expenditures of $131 million and $132 million, respectively, for the 2023 fiscal year.
Attachment 1 to Exhibit A - Page 2 of 6
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
Sacramento City Employees’ Retirement System (SCERS) – Financial Statements
SCERS is a single employer pension plan sponsored and administered by the City. SCERS is reported as a pension trust fund in the City’s ACFR. The system has been closed to new employees since 1977. As of June 30, 2023, there was 1 active employee and 780 t otal plan members. An independent actuarial evaluation is obtained annually to measure the system’s pension benefit obligation. As of June 30, 2023, the SCERS funding ratio was 95% and investments of $245 million were invested through pools managed by the City Treasurer’s Office.
Sacramento Convention and Visitors Bureau (Visit Sacramento) – Financial Statements
Visit Sacramento is a non-profit organization whose membership is comprised of local businesses and interested parties. The City and County of Sacramento have ex-officio members on the Board of Directors.
Annual revenues include approximately $14 million in contributions, program income, and assessments collected within the Sacramento Tourism Marketing District (STMD). Activities include encouraging, promoting, and directing conventions and tourism travel in the Sacramento area. Assets of $15 million, as of June 30, 2023, were primarily cash, STMD receivables, and an office building.
Visit Sacramento’s cash is pooled in the City treasury and invested by the City Treasurer’s Office.
Financial transactions are processed through the City’s PeopleSoft financial system, with the exception of payroll , which is processed by a third- party service provider. However, since Visit Sacramento is not a component unit of the City, inclusion of Visit Sacramento’s activities in the City’s ACFR is limited to its investment trust fund. Visit Sacramento requires its own annual audit of its full financial statements.
AUDIT SCHEDULE
Preliminary/Interim Fieldwork
The Contractor is to complete audit planning, systems documenta�on, tes�ng of major transac�on cycles, and for those grants where feasible, compliance tes�ng, prior to June 30 of each year of the Contract. By July 31, the Contractor must deliver to the City a detailed year-end audit plan, staff schedule, report and schedule request, confirma�on requests, and dra� management comments for recommenda�ons formulated during the planning and interim fieldwork phases.
Attachment 1 to Exhibit A - Page 3 of 6
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
Year‐end Fieldwork – City ACFR
Year-end fieldwork may begin the first week of October and is to be completed by the end of November. The signed audit report and management leter is to be delivered to the City within two weeks of the end of fieldwork, and no later than December 15.
Year‐end Fieldwork – Other Audits
The fieldwork for other June 30 year-end audits is to be conducted during August, September , and October. Other audit reports are to be delivered as follows:
- Sacramento Convention and Visitors Bureau – no later than October 31 - City of Sacramento Measure U Funds – no later than December 15 - SCERS – no later than December 15
- City of Sacramento Single Audit – no later than March 15 The City will work with the Contractor to adjust these schedules as necessary due to factors outside the control of the City or the Contractor.
ASSISTANCE TO BE PROVIDED BY THE CITY
The Cit
y’s Finance Department staff and responsible management personnel will be available during the audit to assist by providing information, documentation, and explanations. The Finance Manager (Accounting Division) will be responsible for coordinating the audit process internally. Accounting documents will generally be provided via read -only a
ccess to the City’s
document management system and PeopleSoft financial system.
City IT
personnel will also be available to assist in performing the engagement and to provide systems documentation.
The City prepares detailed work papers to support all significant financial accounts and disclosures. Special reports and queries can be generated from the general ledger at the Contractor’s request to assist in the tes�ng of specific transac�on cycles or account ac�vity.
Report prepara�on – City ACFR: The City will prepare a camera-ready document and be responsible for report covers, tabs, reproduc�on, and binding. The Contractor is to provide one electronic copy of the signed independent auditors’ report for inclusion in the City’s ACFR.
Report prepara�on – All other reports: The Contractor is to prepare camera-ready financial statements, footnotes, and independent auditors’ reports, and is responsible for report covers, reproduc�on, and binding.
Attachment 1 to Exhibit A - Page 4 of 6
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
COMMUNICATION WITH MANAGEMENT
The Contractor shall communicate with City management and those charged with governance in accordance with applicable auditing standards. The Contractor shall be available for presentations to the City’s management, City Council, and other governing boards as requested.
The Contractor shall present an immediate, written report of all irregularities and illegal acts, or indications of illegal acts of which the Contractor becomes aware, to the City’s Finance Director and City Manager.
WORKING PAPER RETENTION AND ACCESS TO WORKING PAPERS
Pursuant to Exhibit B, Section 6 of the Agreement, the Contractor must retain all working papers and reports made by the Contractor, at the Contractor’s expense, for a minimum of three (3) years after the expiration of the Agreement unless the City extends this retention period by providing written notification of the extension to the Contractor.
The Contractor shall make the working papers and reports available to the following party or their designees, upon the party or their designee's request:
- City of Sacramento
- Auditors of entities for which the City is a sub-recipient of grant funds In addition, the Contractor shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review the working papers and reports relating to the subject matter herein.
INDEMNITY
Contractor will indemnify the City pursuant to the provisions of Exhibit D, Section 15 of the Agreement. To avoid any doubt, “Liabilities” in Section 15 includes without limitation cyber- related liabilities, including theft, loss or misuse of data, release of private information and responsibility for any associated costs, fines, and penalties that the City may incur.
CYBER LIABILILTY INSURANCE
The Contractor shall obtain and maintain during the duration of the Agreement cyber liability insurance providing coverage with limits not less than $1,000,000 per occurrence or claim.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor under this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic Attachment 1 to Exhibit A - Page 5 of 6
ATTACHMENT 1 to EXHIBIT A
SCOPE OF SERVICES
information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. The City shall be named as an additional insured under the policy.
CRIME INSURANCE
The Contractor shall obtain and maintain during the duration of the Agreement crime insurance providing a Third-Party Crime Coverage Policy to insure against loss of money, securities, or other property referred to hereunder which may result from employee dishonesty, forgery or alteration, theft, disappearance and destruction, computer fraud, and burglary and robbery with limits not less than $1,000,000 per occurrence. The policy shall endorse the City of Sacramento as loss payee. Furthermore, policy shall include or be endorsed to include Client Property Coverage.
Attachment 1 to Exhibit A - Page 6 of 6
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2
EXHIBIT B
PAYMENT
1. CONTRACTOR’s Compensation. The total of all fees paid to the CONTRACTOR for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $314,745. The payments specified in this Exhibit B shall be the only payments made to CONTRACTOR unless the CITY approves a Supplemental Contract.
2. Billable Rates. CONTRACTOR shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.
3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses ” are limited to actual expenditures of CONTRACTOR for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the CITY. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation.
4. Payments to CONTRACTOR. CONTRACTOR is responsible for supplying all documentation necessary to verify invoices to the CITY’S satisfaction.
A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis.
CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.
B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
(2) Postal Mail. If emailing is not an option, mail to:
A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by CONTRACTOR must contain the following information:
(1) Job/Project Name
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit B - Page 2 of 2 (2) CITY’s current Purchase Order Number
(3) CONTRACTOR’s Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order (7) CONTRACTOR’s remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)
D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above wi ll be returned to CONTRACTOR for correction.
CITY is not responsible for delays in payment to CONTRACTOR resulting from CONTRACTOR’s failure to comply with the invoice format described above.
5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the CITY in accordance with the CITY’S contract amendment procedures. The CITY reserves the right to perform any Additional Services with its own staff or to retain other CONTRACTORs to perform the Additional Services.
6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completi on of performance, CONTRACTOR shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of CONTRACTOR ’s costs for performance under this Contract and records of CONTRACTOR ’s Reimbursable Expenses. CONTRACTOR shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.
7. Tax Payments. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTOR’s breach of this section.
ATTACHMENT 1 to EXHIBIT B
FEES
AUDIT FEES BY REPORTING ENTITY
The Contractor’s all-inclusive audit fees assume the following:
- There is no significant change in scope of work from legal, regulatory, auditing and accounting standards compared to the 2023 audits. The fees include the audit effort necessary to implement all issued but not yet effective accounting and auditing standards. - The City will provide complete final GAAP trial balances, detailed supporting schedules and reconciliations, and analysis of significant accounts at the commencement of year-end fieldwork. - The base fee for the “Single Audit” includes only three major programs per year. - The rates are inclusive of direct labor and overhead costs.
The all-inclusive audit fees are as follows:
Fiscal Year*
Reporting Entities
2023-24
2024-25
2025-26
2026-27
2027-28
City of Sacramento – Annual
Comprehensive Financial
Report
$183,380
$188,880
$194,540
$200,370
$206,380
City of Sacramento – Single
Audit
$46,480
$47,670
$49,100
$50,573
$52,090
City of Sacramento –
Measure U Funds
$19,105
$19,680
$20,270
$20,880
$21,500
Sacramento City Employees’
Retirement System (SCERS) –
Financial Statements
$34,570
$35,600
$36,660
$37,760
$38,890
Sacramento Convention and
Visitors Bureau – Financial
Statements
$31,210
$32,145
$33,110
$34,100
$35,120
Total
$314,745
$323,975
$333,680
$343,683
$353,980
*This Contract is for one year, which covers the 2023-24 audits. The City may extend this contract for up to four additional one-year terms, which would cover the 2024-25, 2025-26, 2026-27, and 2027-28 audits.
Attachment 1 to Exhibit B - Page 1 of 2
ATTACHMENT 1 to EXHIBIT B
FEES
CONTRACTOR’S RATES
Contractor’s rates for the period of performance of the 2023 -24 financial statement audits are as follows:
Standard
Hourly
Rates
Quoted
Hourly
Rates
Partners $500 $350
Managers $350 $245
Supervisory Staff (Senior Associates) $265 $185
Associates $205 $145
Administrative $125 $90
ADDITIONAL SERVICES
Additional services not included in the Contract will be at the hourly rates noted in the Contractor’s Rates section above. City will only compensate for “additional services” that are approved before such work is commenced and if a Supplemental Contract is executed between the parties. Informal advice and consultation, not requiring significant research or a formal report, is included in the total all-inclusive maximum price.
Attachment 1 to Exhibit B - Page 2 of 2
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit C - Page 1 of 5
EXHIBIT C
INSURANCE
1. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintain insurance coverage as described in this Exhibit.
Full compensation for all premiums that CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for CONTRACTOR’S insurance premiums.
If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
It is understood and agreed by CONTRACTOR that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by CONTRACTOR in connection with this Agreement.
2. General Liability Minimum Scope and Limits of Insurance Coverage.
A. Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of CONTRACTOR, its sub -consultants, and sub contractors, products and completed operations of CONTRACTOR, its sub- consultants, and sub contractors, and premises owned, leased, or used by CONTRACTOR, its sub -consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
B. The CITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of CONTRACTOR, its sub -consultants, and sub contractors; products and completed operations of CONTRACTOR, its sub -consultants, and subcontractors; and premises owned, leased, or used by CONTRACTOR , its sub- consultants, and subcontractors.
3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit C - Page 2 of 5 _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of CONTRACTOR.
The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.
__ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:
“CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, CONTRACTOR does transport items under this Contract, or this Contract is amended to require any employees of CONTRACTOR to use a vehicle to perform services under the Contract, CONTRACTOR understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000 ) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the CONTRACTOR.”
4. Umbrella or Excess Policies.
A. CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not l imited to primary and non -contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense obligations. Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy.
B. Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self- insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTOR ’S Primary and Excess liability policies are exhausted.
5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit C - Page 3 of 5 Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY.
CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer.
____ No work or services will be performed on or at CITY facilities or CITY Property.
Therefore, a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.
____ No Workers’ Compensation insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:
“CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, CONTRACTOR hires any employee during the term of this Agreement, CONTRACT understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compens ation policy will include a waiver of subrogation in favor of the CITY.”
6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):
_X _ Is ____ Is not [check one] required for this Agreement.
A. If Professional Liability insurance is required:
(1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract.
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work.
7. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions:
A. CONTRACTOR’S insurance coverage, including excess insurance, shall be primary and non- contributory insurance as respects the CITY, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of CONTRACTOR’S insurance and shall not contribute with it.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit C - Page 4 of 5
B. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officials, employees, or volunteers.
C. Coverage shall state that CONTRACTOR’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.
D. The CITY will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms.
8. Waiver of Subrogation. CONTRACTOR hereby grants to the CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.
9. Acceptability of Insurance. Insurance shall be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Section must be declared to and approved by the CITY in writing prior to execution of this Agreement.
10. Verification of Coverage
A. CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand.
B. During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to:
City of Sacramento
c/o EXIGIS LLC
P.O. Box 947
Murrieta, CA 92564
Insurance certificates also may be e-mailed to:
[email protected]
C. Certificate Holder must be listed as:
City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit C - Page 5 of 5
D. The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein.
11. Subcontractors. CONTRACTOR shall require and verify that all sub -consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 1 of 10
EXHIBIT D
GENERAL CONDITIONS
1. Independent CONTRACTOR.
A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent CONTRACTOR and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel wi ll be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Contract, and CONTRACTOR will be issued a Form 1099 for its services hereunder. As an independent CONTRACTOR, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.
B. It is further understood and agreed by the parties that CONTRACTOR, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing the results.
To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the CONTRACTOR’s sole discretion based on the CONTRACTOR ’s determination that the use will promote CONTRACTOR ’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contrac t. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.
C. If, in the performance of this Contract, any third persons are employed by CONTRACTOR, such persons will be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR will issue W-2 or
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 2 of 10 1099 Forms for income and employment tax purposes for all CONTRACTOR’S assigned personnel and subcontractors.
D. CONTRACTOR’S duties and services under this Contract do not include preparing or assisting the CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the CITY. The CITY at all times retains responsibility for public contracting, including with respect to any subsequent phase of the project contemplated by this Contract. CONTRACTOR’s participation in the planning, discussions, or drawing of project plans or specifications is limited to conceptual, preliminary, or initial plans or specifications. CONTRACTOR shall cooperate with the CITY to ensure that all bidders for a subsequent contract on any subsequent phase of the project contemplated by this Contract have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONTRACTOR pursuant to this Contract.
E. The provisions of this s ection will survive any expiration or termination of this Contract.
Nothing in this Contract creates an exclusive relationship between CITY and CONTRACTOR. CONTRACTOR may represent, perform services for, or be employed by any additional persons or companies s o long as CONTRACTOR does not violate the provisions of Section 5, below.
2. Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for CONTRACTOR to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.
3. Time. Time is off the essence in the performance of this Contract. CONTRACTOR shall devote the necessary time and effort to its performance under this Contract. Neither party wi ll be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.
4. CONTRACTOR Not Agent. Except as CITY may specify in writing, CONTRACTOR and CONTRACTOR’S personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR and CONTRACTOR’S personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever.
5. Conflicts of Interest. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITY ’S interests or that would in any way hinder CONTRACTOR’S performance under this Contract. CONTRACTOR further covenants that in the performance of this Contrac t, no person having any such interest will be employed by it as an officer, employee, agent or sub contractor, without the CITY’S written consent.
CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the CITY’S interests during the performance of this Contract. If CONTRACTOR is or employs
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 3 of 10 a former officer or employee of the CITY, CONTRACTOR and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.
6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If CONTRACTOR is shipping Hazardous Substances, CONTRACTOR must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, CONTRACTOR must provide a revised SDS to each CITY location receiving Hazardous Substances.
7. Confidentiality of CITY Information. During performance of this Contract, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY.
CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the CITY’S prior written consent.
In addition, CONTRACTOR must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by CONTRACTOR of this section is a material violation of this Contract and shall justify legal and equitable relief.
8. CONTRACTOR Information.
A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every othe r means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY.
B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10 provided by CONTRACTOR under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding . However, City’s failure to provide notice within the ten- day period does not relieve CONTRACTOR of its obligations hereunder, which survive any termination or expiration of this Contract.
C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTOR ’s proposal to CITY or in connection with CONTRACTOR’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information.
The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information.
D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitute s a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and the information will be disclosed by CITY in accordance with the Public Records Act.
9. Notification of Material Changes in Business. CONTRACTOR agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. CONTRACTOR also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of CONTRACTOR's obligations to the City under this Contract.
10. Standard of Performance. CONTRACTOR shall perform in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’S profession in California and in compliance with all requirements of this Contract. All products that CONTRACTOR delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR’s profession.
CONTRACTOR shall assign only competent personnel to perform on its behalf under this Contract.
CONTRACTOR must notify the CITY in writing of any changes in CONTRACTOR’s staff assigned to perform under this Contract , before any performance by the new staff member . If the CITY, in its sole discretion, determines that any person assigned by the CONTRACTOR to perform under this Contract is not performing in accordance with the standards required herein, CITY shall provide notice to CONTRACTOR . CONTRACTOR shall immediately remove the assigned person upon receipt of the notice.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 5 of 10
11. Performance or Different Terms and Conditions. The CITY’S subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the CONTRACTOR, nor will the CITY’S subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. CONTRACTOR's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.
12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the CITY is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The CONTRACTOR shall serve the CITY during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the CONTRACTOR is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the CONTRACTOR shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the CONTRACTOR'S source stating the reason for the disruption.
13. Term; Suspension; Termination.
A. This Contract is effective on the Effective D ate and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.
B. CITY shall have the right at any time to suspend CONTRACTOR’S performance hereunder, in whole or in part, by giving a written notice of suspension to CONTRACTOR . Upon receipt of such notice , CONTRACTOR shall immediately suspend its activities under this Contract, as specified in the notice.
C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to CONTRACTOR. Upon receipt of such notice , CONTRACTOR shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract:
(1) CONTRACTOR shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.
(2) The CITY shall pay CONTRACTOR the reasonable value of Goods or Services provided by CONTRACTOR before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Contract not been terminated or had CONTRACTOR completed performance required by this Contract. CONTRACTOR shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by CONTRACTOR. The
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.
14. Default by CONTRACTOR. In case of default by the CONTRACTOR, the CITY reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the CONTRACTOR, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the CITY will be considered the prevailing market price at the time such purchase is made.
15. Indemnity.
A. Indemnity: CONTRACTOR shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by CONTRACTOR, any sub contractor (including lower -tier subcontractors) or agent of CONTRACTOR, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liabili ty for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or indepe ndent CONTRACTORs who are directly responsible to City, except when such agents, servants, or independent CONTRACTORs are under the supervision and control of CONTRACTOR or any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR.
B. Insurance Policies; Intellectual Property Claims : The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of CONTRACTOR hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the CONTRACTOR Information Section, above.
C. Survival. The provisions of this s ection will survive any expiration or termination of this Contract.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 7 of 10
16. Funding Availability.
A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.
B. The CITY’S payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.
C. This Section shall govern over any other contrary provision of the Contract.
17. Equal Employment Opportunity. During the performance of this Contrac t, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:
A. Compliance With Regulations: CONTRACTOR shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”
B. Nondiscrimination: CONTRACTOR, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
C. Solicitations for sub contractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by CONTRACTOR of CONTRACTOR’S obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.
D. Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 of 10 E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including:
(1) Withholding of payments to CONTRACTOR under this Contract until CONTRACTOR complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.
F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The CITY may direct CONTRACTOR to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONTRACTOR may request that the CITY join such litigation to protect the CITY’S interests.
18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by CONTRACTOR, and by CITY, in accordance with applicable provisions of the Sacramento City Code.
19. Modification of Contract. The CONTRACTOR shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A , or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.
20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.
21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, wi ll be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.
22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California , except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 9 of 10
23. Assignment Prohibited. The expertise and experience of CONTRACTOR are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement. In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect.
24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above.
25. Compliance with Laws. The CONTRACTOR shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.
26. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activ ities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that CONTRACTOR, including any owner, partner, director, officer, or principal of the CONTRACTOR , or any person in a position with management responsibility or responsibility for the administration of federal funds:
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;
(2) Has not within a three -year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony;
(3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or
(4) Has not, within a three -year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit D - Page 10 of 10
(5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209 -5 of the Federal Acquisition Regulations.
B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the CITY.
C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONTRACTOR’S responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.
D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the CONTRACTOR’S warranties and certification in this Section were erroneous, the CITY may terminate this Agreement for default.
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit E - Page 1 of 2
EXHIBIT E
ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES
The Services provided under this Contract include land surveying, material testing, or inspection services provided for a CITY construction project during the design, pre -construction, construction, or post- construction phases of the project. Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements:
A. Payment of Prevailing Wages : CONTRACTOR and any sub contractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code S ection 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code S ection 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.
CONTRACTOR shall include these requirements in every subcontract.
This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code S ection 1771.4. The CONTRACTOR and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the CITY’S Labor Compliance Program should be directed to the City Representative.
B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with Californ ia Labor Code Section 1725.5.
Further information can be found on DIR’s website at http://www.dir.ca.gov/Public- Works/contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR’s and sub contractors’ obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors.
Before the performance of work by CONTRACTOR or any subcontractor(s) under this Contract, CONTRACTOR shall furnish CONTRACTOR’S and any subcontractors’ current
PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit E - Page 2 of 2 DIR registration number(s). The CONTRACTOR’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractors and LBE Participation Verification Form, incorporated herein.
To be completed by the City Representative if this Agreement is for the performance of any Public Work:
CONTRACTOR DIR registration #: N/A_
C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, CONTRACTOR acknowledges and represents that CONTRACTOR is aware of the provisions of S ection 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and that CONTRACTOR will comply with the provisions of the Labor Code before commencing performance under this Contract.
D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The CONTRACTOR and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.
E. Working Hours. If this Contract is for the performance of any Public Work, CONTRACTOR and any sub contractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.
F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving CONTRACTOR or its subcontractors of any obligations under this Contract.
G. Subcontractors. The CONTRACTOR shall include these provisions A through F in every subcontract or sub- agreement for any sub contractors performing work under this Contract.