Sacramento City Council
September 3, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01243 9/3/2024 Consent Item 4.

Agreement: Revenue Audit and Recovery Services [Two-thirds Vote Required] File ID: 2024-01243
Location: Citywide
Recommendation: Pass a Motion 1) waiving the 10-day review requirements for agreements greater than $1 million; 2) authorizing the City Manager or the City Manager’s designee to execute a five-year professional services agreement with MuniServices/AvenuInsights & Analytics to provide audit, recovery, and forecast services in an amount not-to-exceed of $2,500,000 for the length of the contract, provided that sufficient funds are available in the budget adopted for the applicable fiscal years.

Contact: Julie Coffeen, Program Manager, (916) 808-1259, [email protected], Finance Department
Presenter: None
Attachments:
1-Description/Analysis
2-RFP Evaluation and Rating Summary
3-Resolution for Sales Tax Review
4-Contract
Description/Analysis
Issue Detail: The City of Sacramento has utilized MuniServices/AvenuInsights & Analytics to provide revenue audit and recovery services for the City’s sales, transient occupancy, utility user, and cannabis business operations tax since 1986. MuniServices has recovered over $80 million on behalf of the City. The current contract for services with MuniServices expired on June 30, 2024.

The City recently conducted a Request for Proposal (RFP) P24061211001 for revenue audit and recovery services. The City received three bids from contractors to provide these services. A selection committee was made up of staff from the Budget Office, Revenue Division, and Economic Development. The committee reviewed the proposals and evaluated them based on the firms’ qualifications, experience, proposed scope of service, and the cost of those services. MuniServices was selected as the most qualified and experienced to perform the services requested. The

File ID: 2024-01243 9/3/2024 Consent Item 4.
evaluation and rating summary is attached.

Policy Considerations: The recommendations in this report are consistent with the provisions of City Code Chapter 3.64 regarding contracts for professional services. In accordance with the Sacramento City Code Section 4.04.020 and Council’s Rules of Procedure (Chapter 7, Section E.2.d) unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1,000,000 shall be posted on the City’s website and be made available to the public at least 10 days prior to council action.

Economic Impacts: None.

Environmental Considerations: None.

Sustainability: None.

Commission/Committee Action: None.

Rationale for Recommendation: In March 2024, the City’s Procurement Services Division, in accordance with City Code chapter 3.64, issued a Request for Proposal (P24061211001) for Revenue Audit and Recovery Services. Based on a panel review of the proposals, staff recommends awarding the contract to MuniServices.

Financial Considerations: The revenue and audit recovery services provide the City with additional General Fund revenues that would otherwise not likely be collected. Compensation for much of the revenue recovery services is on a contingency basis, calculated as a percentage of new revenues recovered by the City, as a direct result of services provided by MuniServices/AvenuInsights & Analytics. A summary of the fees charged by service for year one of the contract is listed below.

Sales and use tax audit services: 10% contingency, go-forward 4 quarters Sales and use tax information services: $14,000 fixed fee Utility user tax audit services: 25% contingency
Utility user tax revenue protection services: $40,000 fixed fee Transient Occupancy tax audit services: $2,500 per hotel audit; $750 per short-term rental audit
Cannabis Audit Services: $140 per audit hour, maximum 50 hours per audit Sufficient funding for the anticipated contingency and fixed fee charges for the first year of the five- year term is available in the Fiscal Year 2024/25 Approved Operating Budget. Subsequent work will be subject to funding availability in the applicable adopted fiscal year’s budget.

File ID: 2024-01243 9/3/2024 Consent Item 4.

Local Business Enterprise (LBE): None.

City of Sacramento
RFP - Revenue Audit and Recovery Services
Proposal Evaluation and Rating Summary
Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Average Score Criteria HdL Rev Rec Muni HdL Rev Rec Muni HdL Rev Rec Muni HdL Rev Rec Muni HdL Rev Rec Muni Qualifications
25 points max. 25 0 22 23 0 25 22 0 24 23 0 25 23.25 0 24 Project Approach
25 points max. 25 0 23 25 0 25 24 0 24 21 0 23 23.75 0 23.75 Sales Tax Services
20 points max. 20 0 18 15 10 20 15 5 18 15 0 15 16.25 3.75 17.75 Other Services
30 points max. 28 0 27 19 15 19 26 5 25 15 0 22 22 5 23.25 LBE Certified
5 pref. points 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
TOTAL POINTS 98 0 90 82 25 89 87 10 91 74 0 85 85.25 8.75 88.75 Other Considerations/Notes:

RESOLUTION NO. 2024-
Adopted by the Sacramento City Council

September 3, 2024

AUTHORIZING MUNISERVICES, LLC TO EXAMINE SALES

OR TRANSACTIONS AND USE TAX RECORDS OF THE

CALIFORNIA DEPARTMENT OF TAX AND FEE

ADMINISTRATION

BACKGROUND
A. The City of Sacramento (City) has adopted a sales and use tax and transaction and use tax ordinance (or ordinances) in accordance with Sections 7200, et seq. and 7251 et seq. of the California Revenue and Tax Code.

B. Pursuant to California Revenue and Taxation Code Section 7056, the City, by resolution, may designate any officer, employee, or any other person to examine all of the sales and or transactions and use tax records of the California Department of Tax and Fee Administration (CDTFA) pertaining to sales or transaction and use taxes collected for the City.

C. The City has entered into an agreement for revenue audit and recovery services with the firm of MuniServices, LLC, and wishes to authorize MuniServices, LLC to examine all of the sales or transaction and use tax records of CDTFA pertaining to the ascertainment of those taxes for the City.

D. All legal prerequisites prior to the adoption of the Resolution have occurred.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The Revenue Manager, or other officer or employee of the City or any other person designated in writing by the City Manager to CDTFA, is authorized to examine sales or transaction and use tax records of CDTFA pertaining to sales or transaction and use taxes collected for the City by CDTFA pursuant to the contract between the City and CDTFA. The information obtained by examination of CDTFA records shall be used only for purposes related to the collection of City sales and transaction and use taxes by CDTFA pursuant to that contract.

Section 2. The Revenue Manager, or other officer or employee of the City or any other person designated in writing by the City Manager to CDTFA, is authorized to examine those sales or transaction and use tax records of CDTFA, for purposes related to the
governmental functions of the City.

Section 3. MuniServices, LLC is authorized to examine all of the sales or transaction and use tax records of CDTFA pertaining to sales or transaction and use taxes collected by CDTFA for the City of Sacramento.

Section 4. Pursuant to California Revenue and Taxation Section 7056(b), the City Council of the City of Sacramento certifies MuniServices, LLC meets all of the following conditions:
a. Has an existing contract with the City to examine sales and transaction and use tax records;
b. Is required by that contract to disclose information contained in, or derived from, those sales or transaction and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information;
c. Is prohibited by the contract from performing consulting services for a retailer during the term of the contract; and
d. Is prohibited by the contract from retaining the information contained in, or derived from, those sales or transaction and use tax records, after the contract has expired.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 1 of 3 CONTRACT #: PRC003148CONTRACT NAME: Revenue Audit and Recovery ServicesCONTRACT PROJECT #: 06001211-1001-433061DEPARTMENT: Finance Department DIVISION: Revenue Division CITY OF SACRAMENTOPROFESSIONAL SERVICES AGREEMENT*THIS CONTRACT(“Contract” or “Agreement”) is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), andMuniServices, LLC5860 Trinity Parkway, Suite 120 Centreville, VA 20120 916-926-9019/[email protected](“CONTRACTOR”), as of the Effective Date, as defined below. The City and CONTRACTOR agree as follows: 1. Effective Date. This Contract shall be effective beginning July 1, 2024. 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 (“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 ___________________________ * This 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. 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 CITYconstruction 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 CityCode chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (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 therequirements 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 breachof this Contract, for which the CITY may terminate the Contract and pursue all available legaland 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: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 3 of 3 The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amountof $250,000 or more (either initial value or total value after amendment) or if the total value ofall 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 Codechapter 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 andequitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("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 Codechapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents andinformation 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 ASCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Jackie Rice, Revenue Manager 915 I Street, Room 1201 Sacramento, CA 95814 916-808-5844/[email protected] The CONTRACTOR Representative for this Agreement is: Paul Colangelo, CEO 5860 Trinity Parkway, Suite 120 Centreville, VA 20120 916-926-9019/[email protected] otherwise provided in this Contract, all CONTRACTOR questions and correspondencepertaining 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 forfive years). 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 CITYmay 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 AThis Statement of Work is incorporated in the Consulting Services Agreement (“Agreement”) by and between AVENU INSIGHTS & ANALYTICS, LLC / MUNISERVICES, LLC(“CONSULTANT”) and [ENTER CLIENT NAME] (“CLIENT”). A.1 SALES, TRANSACTION, AND USE TAX AUDIT AND RECOVERY SERVICES WITH CLEARVIEW™ Objectives and Methods CONSULTANT’s Sales, Transaction, and Use Tax Audit and Recovery Services are designed to assist CLIENT in enhancing their sales and use tax revenues by detecting, documenting, and correcting sales, transaction, and use tax errors thereby producing previously unrealized revenue. Some of the more common types of errors detected and corrected are as follows: Sales misreported as "use tax" transactions that are distributed to state and county pools rather than to "point of sale" for the CLIENT. "Points of sale" misreported to administrative offices or other locations outside the CLIENT rather than to the location within the CLIENT where principal negotiations or orders are initiated. E-commerce orders allocated to billing or switching equipment sites rather than the location of human intervention. Misallocations occurring because sales from multiple retail outlets, order desks, or offices are credited to a single location outside the incorporated area rather than to sub-outlets located within the CLIENT boundaries. New registrations, accounting adjustments, and additional state sales tax assessments that are miscoded to other jurisdictions or to allocation pools. Individual "use tax" transactions exceeding $500,000 that are reported to the pools rather than "point-of-use;" Erroneous distribution of the sales of construction material and fixtures to allocation pools because the sales are misidentified as installations rather than "over the counter" sales. Failure to designate in-state warehouses as "point of sale" for orders placed or negotiated outside of California. Misallocations that occur due to zip code, boundary, or other jurisdictional inconsistencies or because of failure of new addresses to be picked up in the State Board of Equalization registration rolls; and Misallocations by companies that self-impose "use tax" for materials taken out of inventory and misreport the usage as taking place at locations other than the CLIENT. CONSULTANT captures the obvious sales tax errors and the more complicated ones that involve different interpretations of tax liability.

Taxable Nexus Field Audit. We target CLIENT-based businesses that do not pay sales and use tax. We do this via physical canvassing of the CLIENT’s borders in addition to the commercial and industrial areas. We evaluate taxes paid by businesses for their products, will-call operations, and other references to sales-related activities. Without this labor-intensive undertaking, misallocations may remain undetected even when electronic data mining is applied. Tax Area Code (TAC)/Permit Audits. We identify and correct improperly registered permits of companies with point-of-sale or use operations. We also look for businesses with an incorrect tax area code due to jurisdictional/boundary confusion. Wholesalers, contractors, manufacturers, and other non-retail businesses frequently do not hold a permit registered to the CLIENT because their operations do not include a point-of-sale qualifying activity. However, these companies often generate tax from the CDTFA audit deficiency assessments, new or changed operations, or the self-accrual of use tax on purchases through direct payment permits. Deficiency Assessment Audit. With a CDTFA audit, taxpayers often receive a substantial deficiency assessment due to underpayments and/or under collections. Our proprietary criteria and techniques detect and correct what are often misallocations to the state or city pool. Accordingly, we have developed proprietary criteria and techniques to detect and correct CDTFA deficiency assessment misallocations and thus expand the benefits produced by our allocation audit service. Quarterly Distribution Report (QDR) Audit. We conduct QDR audits when we see a substantial change in historical allocation because of declining or missing payments, negative fund transfers, and audit adjustments in the sales and use tax allocation. QDR audits have the same objective as the other audits: to detect, document, and assist in correcting errors and thereby generate new, previously unrealized Sales, Transaction, and Use Tax revenue for the CLIENT. To make sure the CLIENT gets the highest possible amount of misallocated revenue, we include the current economic period based on the calendar quarter and the three prior tax return periods. CONSULTANT reviews 100% of taxpayers reporting local tax to the CLIENT each quarter in addition to a comprehensive review of the Citywide pool to ensure all possible allocation errors and aberrations are identified and submitted for correction. Accounts Payable Audit Reviews. In order to identify opportunities for the CLIENT to recover the local allocation on purchase transactions subject to tax, and facilitate the recovery of such funds, CONSULTANT performs an accounts payable audit that enables us to prepare the documentation to facilitate the issuance of a direct payment permit (use tax) to the CLIENT. We also provide technical assistance in preparing and filing the required tax returns. Our accounts payable audits review purchases to identify opportunities for the CLIENT to capture the 1% local use tax. They also provide the foundation necessary for cities to get a direct payment permit (use tax) and recover funds. Cities also receive our technical assistance in preparing and filing the required tax returns, which is essential because the CDTFA has specific procedures and timing for filing claims. It is important to prioritize and develop a relationship with the vendor involved as they will be instrumental throughout the process. Sales and Use Tax Audit Process: In providing the Sales, Use and Transaction Tax Audit and Recovery Services, CONSULTANT shall: Data Acquisition – Data from Multiple sources is acquired and loaded into CONSULTANT’s data warehouse for analysis and mining. Data Review and Analysis – CONSULTANT thoroughly reviews payment and registration data for possible registration and/or local tax reporting errors. Taxpayer Investigation – CONSULTANT verifies taxpayer information including address verification and business activity. If a misallocation is confirmed, CONSULTANT will gather application documentation which includes and any E-Mail Communication with taxpayer and copies of amended returns, questionnaires, contracts, and invoices Petition Preparation and Submission – CONSULTANT carefully documents verified misallocation errors into petitions and prepares for submission to CDTFA. Correction Case Review and Follow-Up – Taxpayer confirmation and Thank You letters are delivered to facilitate corrective action. New incoming board responses are reviewed. Additionally, case backlog is reviewed to determine those requiring follow-ups with taxpayers and/or CDTFA. Client Audit Reports – CONSULTANT provides a Quarterly Audit Update Report, a report containing details on all now petitions filled with the CDTFA on their behalf. Large correction Letter is utilized to notify client of a case correction. Additionally, CONSULTANT provides an Open Account Status Report, which is a report containing all cases that remain uncorrected which reflect status and estimated revenue. Use Tax Audit & Recovery Opportunities CONSULTANT’s Use Tax Audit Services are designed to not only capture use tax revenue through the review of past purchase activity by the businesses in the CLIENT, but also to assist in establishing new processes and procedures designed to prevent the pooling of these revenues and increase the direct allocation to the CLIENT. The use tax audits identify taxpayers purchasing tangible personal property directly from out-of-state retailers where the transactions are subject to use tax (rather than sales tax). The use tax is often collected by the vendor who in turn remits it to the CDTFA, with the local allocation typically distributed statewide or Citywide through the pools. These audits include proprietary techniques used to identify purchases made by businesses located in the CLIENT from out-of-state vendors that are in excess of $500,000. Additional use tax audits can focus on the practice of “Use Tax Accrual” in certain conditions where the purchaser may elect to self-accrue the use tax and remit it directly to the CDTFA, in which case the local portion will come back to the CLIENT in the same manner as sales tax. This can involve both purchases made by the CLIENT itself or working directly with businesses and construction contractors to establish the practice of self-accrual and direct remittance of the use tax to the CDTFA. Business Cooperation Program (BCP) CONSULTANT pioneered the BCP program, which can generate significant revenues. Our BCP consulting services encourage construction contractors and major vendors to obtain a direct pay permit or job site registration to encourage them to report the applicable local use tax so that the local use payments can be directly allocated to the CLIENT instead of the Citywide pool. There are many complexities associated with determining which contractors are eligible to register a job site, in addition to reviewing purchasing contracts for major fixtures, machinery, and equipment from overseas manufacturers to provide proper instructions to the purchasers. We are actively working with multiple clients on major construction projects to maximize the use tax revenue associated with their purchases of materials, fixtures, machinery, and equipment involving sports arenas including the Sacramento Golden One Arena, hotels, airport expansions (Sacramento International Airport), energy/solar projects in addition to other major commercial and industrial projects (major online distribution warehouses). We are the only firm with experience and verifiable results working with local jurisdictions to maximize use tax revenues on major construction projects such as large commercial and industrial projects, sports arenas, airports, ports, and solar arrays –tracking and managing these use tax issues from pre-construction through project completion. In conjunction with the CONSULTANT’s comprehensive Sales, Transaction, and Use and Tax Audit & Recovery Service, CONSULTANT will provide a state-of-the-art Sales, Transactions, and Use Tax Reporting online software titled ‘CLEARVIEW™’ (formerly known as STARS), as well as Quarterly Sales Tax Review meetings and consulting. CLEARVIEW™ software and service includes the following key features: Statement of WorkIn providing the Sales, Transaction, and Use Tax Audit and Recovery Services, CONSULTANT shall: Data Acquisition – Data from Multiple sources is acquired and loaded into CONSULTANT’s data warehouse for analysis and mining. Data Review and Analysis – CONSULTANT thoroughly reviews payment and registration data for possible registration and/or local tax reporting errors. Taxpayer Investigation – CONSULTANT verifies taxpayer information including address verification and business activity. If a misallocation is confirmed, CONSULTANT will gather applicable documentation which may include e-mail communication with the taxpayer and copies of amended returns, questionnaires, contracts, and invoices. Petition Preparation and Submission – CONSULTANT carefully documents verified misallocation errors into petitions and prepares for submission to CDTFA. Correction Case Review and Follow-Up/Taxpayer confirmation and follow-up— communication is initiated to facilitate corrective action. New incoming CDTFA decision letters are reviewed to confirm corrective action by CDTFA. Additionally, case backlog is reviewed to determine those requiring further communication with taxpayers and/or CDTFA. In providing the CLEARVIEW™ software and services, CONSULTANT shall provide: Consolidated Economic Reports (Sales & Use Tax) Visualize key retail business trends at the category, segment, and retailer levels. Review high-level view of key retailer performance. Generate cash forecast of sales tax based on actual client receipts. Search for retailers and recent payment history (within the jurisdiction). Review and export the rankings of the sales tax producers in the jurisdiction for recent periods (i.e., quarterly). Export the Excel data behind the reports for further analysis or inclusion in internal reports. Geo Area Reports (Economic) Review trends/growth/declines within specified geo-areas. Export a three (3) year history of each geo-area directly to excel. Cash Trends and Distribution Summaries Review the fiscal year-to-date totals for cash. Compare cash performance to other jurisdictions as a quick way of benchmarking performance. Review cash distributions from the State (including pool amounts, where applicable). Locate potential one-time payments. GIS Maps Visualize your geo-areas and summarize by category and segment. Compare the performance of one geo-area to another. CONSULTANT Deliverables Progress Reports CLIENT Audit Reports – CONSULTANT provides a Quarterly Audit Update Report, a report containing details on all new petitions filed with the CDTFA on their behalf. Additionally, CONSULTANT provides an Open Account Status Report, a report containing all cases that remain uncorrected and reflects the current case status and estimated revenue anticipated.Accuracy The CLEARVIEW™ software and service rely on information provided by applicable governmental authorities and third parties. CONSULTANT does not and assumes no obligation to verify, remove redundancies, or otherwise clean or standardize the information provided by state governmental authorities or third parties. Timing CONSULTANT’s obligation to provide the CLEARVIEW™ software and service is conditioned on the CLIENT’s authorization providing CONSULTANT to access the proper data from the applicable governmental authorities. CLIENT AssistanceCLIENT shall assist CONSULTANT by providing information and assistance necessary to perform the Sales, Transaction, and Use Tax Audit and Recovery Services to include, without limitation, the following: Providing CONSULTANT historical sales/use tax information including confidentiality reports received from the CDTFA for past periods, if available. Issuing necessary documentation to the CDTFA to allow CONSULTANT to access and receive detailed confidentiality reports monthly. Providing a letter of introduction identifying CONSULTANT as an authorized agent of the CLIENT to perform the Sales, Transaction, and Use Tax Audit and Recovery Services and to receive and examine taxpayer records necessary to assure sales/use tax compliance. Pursuing in good faith corrective action on errors detected by CONSULTANT. Issuing necessary documentation to the CDTFA to correct errors validated by CONSULTANT. DataFor CONSULTANT to provide the CLEARVIEW™ software and service, the CLIENT will need to deliver to CONSULTANT the signed resolution and executed contract/amendment required to access the proper data from the applicable governmental authorities as may be required by law. Additional Terms Confidentiality The information provided to the CLIENT in the CLEARVIEW™ software and service is confidential, and not open to or available for public inspection. A CLIENT may use the information only for lawfully permitted purposes. CLIENT shall not distribute the CLEARVIEW™ software and service to any person unless that person is legally entitled to access the information in the CLEARVIEW™ software and service, or except as may otherwise be required by law or court order. CONSULTANT is authorized by this Agreement to examine transaction tax, sales tax, and use tax records of the California Department of Tax and Fee Administration (formerly State Board of Equalization) (CDTFA) including, but not limited to any transaction and use tax to be collected for CLIENT that becomes effective after the date of this Agreement. CONSULTANT is required to disclose information contained in, or derived from, those transaction, sales, and use tax records only to an officer or employee of the CLIENT who is authorized by resolution to examine the information. CONSULTANT is prohibited from performing consulting services for a retailer during the term of this Agreement. CONSULTANT is prohibited from retaining the information contained in, or derived from, those transaction, sales, and use tax records, after CONSULTANT’s obligations under this Agreement have expired.

License CONSULTANT grants CLIENT a license for each of CLIENT’s designated users to access the CLEARVIEW™ software if the Agreement is in effect. Each of the CLIENT’s designated users must be submitted in writing to the CONSULTANT. CONSULTANT will provide the user with the necessary login information. Any passwords issued for this service may only be used by the person to whom the password is issued; sharing of passwords is STRICTLY PROHIBITED. CLIENTS have an obligation to protect passwords. Limitations of LiabilityCONSULTANT is not responsible for any breach of data resulting from CLIENT’s failure to protect passwords or systems used to access the CLEARVIEW™ software. CONSULTANT does not warrant that the software is error-free. CONSULTANT disclaims all other warranties with respect to the software, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement of THIRD-PARTY rights. Some jurisdictions do not allow the exclusion of implied warranties or limitations of how long an implied warranty may last, or the exclusion of limitation of incidental damages, so the above limitations or exclusions may not apply to CLIENT. In no event shall CONSULTANT or its licensors, suppliers, or licensees be liable to CLIENT for any consequential, special, incidental, or indirect damages of any kind arising out of the performance or use of the service, even if CONSULTANT has been advised of the possibility of such damages. Non-disclosure CLIENT’s use of the CLEARVIEW™ software and service is conditioned on CLIENT’s agreement not to make the service or any of the output of the system available to CONSULTANT’s anyone other than authorized CLIENT staff. Nothing in this provision prohibits the CLIENT from exporting data and formatting it for its own use or from making documents marked as ‘public’ known to the public. A.2 UTILITY USER AND FRANCHISE FEE COMPLIANCE SERVICES Objectives and Methods CONSULTANT agrees to provide the CLIENT with certain professional services in furtherance of a comprehensive utility users tax/franchise fee (collectively referred to as “UUT”) compliance and revenue protection program ("Program"), that is designed to preserve, protect, and enhance its utility users tax and franchise fee revenues. Statement of Work Annual Fixed Fee ProgramThe UUT Compliance Program’s services will protect the CLIENT’s existing UUT revenues from erosion due to new legislation, new technologies, outdated ordinance language and inaccurate information, focusing on these areas:
•Compliance •Administrative •Legislative Review and Implementation Strategy •Ordinance Review, Administrative Rulings, and Tax Inquiries Compliance Activities CONSULTANT will provide the following Compliance Activities: UUT Tax Application Review: CONSULTANT will conduct a “focused” compliance review of the major service providers on behalf of one or more cities to assure that the provider’s “tax application” matrix reflecting all the provider’s current products and service, is being taxed properly, for the benefit of CLIENT and other client cities. UUT Payment Review: Identification of possible gaps in payments, irregularities, calculation mistakes (e.g., wrong tax rate), and other payment errors to the CLIENT, provided that the CLIENT provides CONSULTANT with regular UUT payment history. CONSULTANT will assist the CLIENT with the appropriate compliance correspondence and enforcement actions. Comparative Analysis of UUT Payments: will periodically perform a comparative analysis of a service provider’s UUT payments to the CLIENT with other neighboring or comparable client cities, after adjusting for rate, population, and median household income. CONSULTANT will also perform a comparative analysis of the franchise and UUT payments for CLIENT. Detection o CONSULTANT will annually update its proprietary database of “new telecom service providers” and send out a PUC 799 notice letter to such new providers on CLIENT’s behalf. o CONSULTANT will annually update its proprietary database of new “video service providers” and send out a notice letter to such new providers on CLIENT’s behalf. Exemption Review: CONSULTANT will periodically review the exemption lists of the major service providers regarding non-residential CLIENTs. Optional: CLIENT-Specific Compliance Reviews. At CLIENT’s option, CONSULTANT will offer “CLIENT-Specific” reviews of UUT or Franchise Fees on a performance fee or other negotiated basis, if the above activities or other factors (e.g., non-response by utility provider) would suggest that there is a reasonable need to do so. Administrative Activities UUT Website: Prepare and maintain an accurate copy of the CLIENT’s UUT ordinance and its administrative rules and interpretations on the uutinfo.org website, including a link to the CLIENT’s web page (if desired). Model forms for exemptions and remittances, administrative rulings, and other tax compliance documents will be maintained on the www.uutinfo.org website.

Revenue Forecasts and Management Reports: CONSULTANT will provide an annual report that outlines the year’s activities in review, revenue forecasts, year-over-year (YOY) comparison charts and revenue generated from compliance activities. This report contains an analysis of UUT revenues, and a five-year revenue forecast on each of the utility business segments (electric, gas, CATV, wired telecom, wireless telecom, etc.). Tax Application and Geocode Inquiries: CONSULTANT will provide technical assistance to CLIENT staff and provide timely analysis and draft responses to tax application inquiries from utility companies and will assist in responding to citizens regarding their utility bills and the computation of the UUT. CONSULTANT can assist CLIENT and the utility service providers in correcting geocoding errors in response to taxpayer complaints (additional fees may apply). Revenue Protection and Enhancement ActivitiesLegislative Review Services: CONSULTANT will monitor proposed state and federal legislation to identify issues affecting the CLIENT’s UUT or utility franchise revenues and, make recommendations to client cities, their lobbyists, and other potential stakeholders or municipal advocates and otherwise assist in developing effective consensus positions and coordinated advocacy. Technology and Marketing Analysis: CONSULTANT will identify, monitor, and anticipate changes in technology, services, or marketing of services, which may have an impact on future UUT revenues. UUT Ordinance Advisory Services o Analysis and recommendation (including drafting amendment language) on proposed state and federal legislation. o Assistance with tax application issues, including taxation of new technologies or services; including preparation of Administrative Rulings. o Assistance on issues involving “bundling rule” and tax allocation/apportionment. o Assistance on nexus issues (re: tax application and collection). o Review of CLIENT’s tax info/forms on uutinfo.org. o Assistance on Voluntary Disclosure Agreements (offers to compromise owed taxes). o On request, review of exemption status of individual utility user. UUT Legislative and Regulatory Review Services CONSULTANT will monitor proposed state and federal legislation to identify issues affecting the CLIENT’s UUT or utility franchise revenues, and, if justified, make recommendations to the CLIENT and its lobbyists. Our Government Relations team works in collaboration representatives from the League of California Cities, the California Society of Municipal Finance Officers, the California Municipal Revenue Tax Association, Special Districts Association, CLIENT advocates, utility providers, the Public Utilities Commission, CDTFA, BOE, and others. Our team will work with the CLIENT for the protection of revenues including advocacy efforts on Federal bills affecting taxation of broadband telecommunication networks; taxation of wireless services; and taxation of on-line sales and certain digital goods. CONSULTANT is a Business Partner with the US Conference of Mayors allowing further access to policy decision makers and stakeholders on revenues issues, especially on Federal proposals. Our Government Relations team manages its communication with clients through a strong public relations program and provides crisis assistance on policy matters.CONSULTANT Deliverables Audit ServicesCONSULTANT will begin scheduling audit examinations within thirty (30) days of the execution or the Effective Date of the Agreement with the CLIENT and approval of the UUT audit leads. Although we can assure the CLIENT of sufficient auditing resources to initiate audits without delay on our part, the actual start date and time to completion for any given engagement will depend to some extent on the timely cooperation of the taxpayer being audited, including timeliness of source documents, provisions, response to inquiries, and quality and completeness of data provided; as well as the complexity of the audit itself, and the time required to resolve any issues that the taxpayer may raise regarding the results reported. Start-up of UUT Audit Process (within first thirty-sixty (30-60) days) Procedural meeting with the CLIENT. Request Documentation from CLIENT: o Provide draft Letter of Authorization (LOA). o CLIENT to apply their letterhead and return with their signature on LOA. Receive CLIENT approval of the providers selected for audit. Start-up of UUT Audits CONSULTANT will provide an audit packet to each approved taxpayer to initiate audit: Audit notice, copy of signed LOA form the CLIENT, UUT questionnaire, and Request for Information (RFI). Audit Reviews Review of data from the RFI received from taxpayer. Request data for sample months selected from taxpayer. Provide Final Workpapers to the Taxpayer CONSULTANT will submit workpapers to the taxpayer to ensure agreement with the audit findings: computation or methodologies for computing the utility users’ tax. Provide Final Audit Report to the CLIENT Auditors will submit draft audit reports and workpapers for review. CLIENT will receive an electronic copy of the Final Audit Report. UUT Website UUT Website: Prepare and maintain an accurate copy of the CLIENT’s UUT ordinance and its administrative rules and interpretations on the uutinfo.org website, including a link to the CLIENT’s web page (if desired). Revenue Management Report (RMR) Accuracy: The Revenue Management Reports (RMR) rely on information provided by the CLIENT. CONSULTANT has no obligation to verify or otherwise clean or standardize the information provided by the CLIENT.

Timing: CONSULTANT’s obligation to provide the RMR Service is conditioned on the CLIENT’s delivery of required payment information to CONSULTANT. CLIENT Assistance•CLIENT will provide CONSULTANT with the records of those taxpayers authorized by CLIENT for examination. •CLIENT agrees to provide CONSULTANT with its ordinances, codes, and tax rates within thirty (30) days of the effective date of the agreement, and notice of any changes thereafter in the ordinances, codes, and tax rates levied by the CLIENT. •Provide CONSULTANT with audit authorization letters on CLIENT letterhead, as required. • CLIENT agrees to timely sign subpoenas, as required. • CLIENT agrees to timely approve, and sign final assessments or determinations, as required. • Provide a five-year history of UUT and franchise fee payments made by providers to the CLIENT. • CLIENT will provide the annual copy of SB278. • CONSULTANT will request an electronic copy of address ranges, annexations, and any border changes if applicable and/or available. • The CLIENT will designate a representative to review the reports and presentations discussed above. A.3 FRANCHISE FEE COMPLIANCE SERVICES Objectives and Methods The CLIENT desires to have CONSULTANT conduct a Franchise Fee Compliance Review (“Review”) of the CLIENT’s franchisees. The Reviews are an agreed-upon procedures review of the franchise fee payments made to the CLIENT from the franchisees. The entity, taxes, and/or fees to be reviewed will be approved by CLIENT. Statement of Work 1. Pre-Audit Planning - To initiate the project, we schedule an introductory meeting with CLIENT, to: •Identify the population of franchisees to be considered for review. •Obtain copies of the ordinances and agreements governing each franchisee. •Review with CLIENT any known compliance issues or previous compliance activity, and any other factors, for example, any recent boundary changes, annexations, or rate changes, which might impact compliance.• Identify relevant payment records available from the CLIENT.•Develop a specific list of reviews authorized by the CLIENT. 2. Schedule and Complete Reviews - Based on the list of approved reviews, we will proceed to contact those franchisees for which the CLIENT has approved reviews. In preparing for and conducting its review of each franchisee, CONSULTANT will employ the following procedures: •Obtain a letter of authorization from the CLIENT, copies of franchise agreements and any correspondence with the providers, and a history of franchise payments. •Obtain and review available documents, reports, work papers, and any prior reports prepared by the internal or external auditors, which concern the computation or methodologies for computing the franchise fees paid. •Submit a Request for Information (“RFI") to each franchisee to obtain the information needed to complete our review. •Review the work papers and supporting documentation used in the computation of the franchise fee payments. •Identify any revenues excluded from the franchise fee calculation:•Review and analyze all the franchisee revenue accounts in detail to determine revenues that are to be included or excluded from the franchise fee computations; review the revenues excluded from the computations, if any, and determine if they are permitted by the CLIENT’s franchise agreement, or relevant state law. •If applicable, determine if franchisee or any of its subsidiaries receives any revenues from by the franchise agreement that are not included in the franchise fee calculation used to determine the payment to the CLIENT. •If applicable, review the process used to compute franchise fees on meter diversion revenue for gas and electric providers. •If applicable, evaluate the franchisee’s treatment of natural gas and electric self-consumed within its facilities located within the CLIENT’s jurisdiction. •Analyze the number of customers reported in the CLIENT’s jurisdiction by rate classification and review the franchisee’s procedures to code new customers to the proper jurisdictions and the procedures used to address annexations. •Obtain and review the list of exempt customers, if any, from the franchise fee computation.•Sample test the franchisee’s billings for completeness and accuracy. CONSULTANT Deliverables Reports/DeliverablesThroughout the course of the engagement, we will produce reports for each franchisee documenting the following: •Accomplishments to date.•Next-step options and timeline for completion. •Open items needing attention, with identification of the responsible party. •Updates on issues requiring CLIENT attention. •Review findings with franchisee and obtain the franchisee’s position. Findings will include electronic format data of all exceptions in formats required by utilities. •Prepare a written report that describes the results of our review. CONSULTANT will schedule a final presentation of these findings with the CLIENT. Project Timeline CONSULTANT will begin scheduling reviews within thirty (30) days of the execution or Effective Date of the Agreement with the CLIENT. Although we can assure the CLIENT of sufficient auditing resources to initiate reviews without delay on CONSULTANT’s part, the actual start date and time to completion for any given engagement will depend to some extent on the timely cooperation of the franchisee, including timeliness of source document provision, response to inquiries, and quality and completeness of data provided; as well as the complexity of the review, and the time required to resolve any issues that the franchisee may raise regarding the results reported. The following is CONSULTANT’s suggested project timeline: •Commencement of the work: within thirty (30) working days of a fully executed agreement and the required letter of authorization and other documents from the CLIENT. • Review of Franchise fee payment: within thirty (30) working days of receipt of necessary data, such as franchise payment history, from the provider and the CLIENT. • Completion of the final report: within four (4) to six (6) months (depending on factors noted above, the number of franchisees to be reviewed, and whether the CLIENT prefers to proceed with reviews one-by-one, or concurrently). • Throughout the project, we will provide the CLIENT with progress reports as applicable. Upon completion of each review, we will issue a draft report to the CLIENT noting the findings. After the CLIENT’s review and approval, we will issue a final report. CLIENT Assistance The CLIENT shall agree to a plan stating the minimum number of reviews to be started by year in Exhibit B. Provide CONSULTANT with a letter of authorization from the CLIENT. Provide copies of the franchise agreements, amendments, and any subsequent agreements relating to franchise fee collection. Provide any prior reports prepared by the internal or external auditors which concern the computation or methodologies for computing franchise fees. Provide a history of franchise payments made by providers to the CLIENT during the review period. CONSULTANT will request an electronic copy of address ranges, annexations, and any border changes if applicable and/or available. The CLIENT will designate a representative to review the reports and presentations discussed above. A.4 TRANSIENT OCCUPANCY TAX COMPLIANCE SERVICES Objectives and Methods The goal of the Transient Occupancy Tax (“TOT”) Compliance Services is to ensure successful, long-term compliance for lodging providers that operate in the CLIENT’S jurisdiction. The TOT Compliance Services include the following inventory: traditional lodging properties (hotels, motels, inns). The services also includes short-term rentals/vacation rental properties (such as Air BnB, VRBO, etc.).

The TOT Compliance Services consist of a two-phase process, as described in Phase 1 and Phase 2 below and a review of the CLIENT’s municipal code. CONSULTANT will initiate the TOT Compliance Services within sixty (60) days of receipt of the lodging provider “return” information from the CLIENT. The TOT Compliance Services workplan and project schedule are outlined below: Statement of WorkPhase 1: Analysis Establish a comprehensive inventory of all registered lodging providers subject to taxation by the CLIENT. This DOES NOT, unless specifically agreed to, include locating lodging providers not properly registered with the CLIENT and not appearing on the CLIENT rolls as TOT remitters. Analyze lodging provider “return information” to identify unusual or suspicious reporting and/or activities that warrant further review. Conduct unobtrusive collection of information on each lodging property, including number of rooms, occupancy rate, transient and non-transient guests, exemptions, property’s condition, business dynamics, etc. Provide a detailed analysis report to the CLIENT identifying lodging providers who might require additional investigation or review to determine their compliance with the CLIENT’s TOT ordinance and coordinate with the CLIENT to review the analysis report. Work with the CLIENT to develop a list of lodging providers subject to an audit and compliance review of lodging and tax records. Phase 2: Audit and Compliance Review Provide the CLIENT with a detailed list of all records required from lodging providers, together with a draft engagement announcement letter to be sent to each lodging provider. Review records pertaining to TOT for each lodging provider selected for a compliance review and verify the accuracy of filed TOT returns with daily and monthly activity summaries. Review a random sample of the daily and monthly summaries to determine if the daily summaries reconcile to the monthly summaries. If CONSULTANT believes such a review is necessary, review secondary and tertiary documentation such as bank statements to verify that deposits reconcile with the reported revenue on the TOT returns or other tax filings. Review exempted revenue for proper supporting documentation. Submit and review with the CLIENT a compliance review report that includes: o Audit findings. o Documentation for each error/omission identified and confirmed by CONSULTANT is necessary to facilitate recovery of revenue due from lodging providers for prior periods. o Draft notices of deficiency determination, commendation, and warning letters as applicable. o Assist the CLIENT in reviewing any matters submitted in extenuation and mitigation by lodging providers in contesting a deficiency determination. Prepare and document any changes to the compliance review findings and provide revised tax, interest or penalty amounts due the CLIENT. CONSULTANT Deliverables Start-up of TOT Audit Process (within first thirty-sixty (30-60) days) Procedural meeting with the CLIENT Request Documentation from CLIENT oList of all properties registered within CLIENT.oThirty-six (36) Months of Returns for all properties (or properties CLIENT selected)o Current TOT and STR/Vacation Rental Ordinance and any related information Property Review of Providers Selected for Audits (within ninety (90) days) – Phase 1 When CONSULTANT receives the returns, CONSULTANT enters the data into worksheets to develop trends, property comparison, exempt rent to gross rent variation, etc. CONSULTANT will research the statistics on the CLIENT and properties. Based on this data, CONSULTANT selects specific properties for audit (if the CLIENT has not requested specific properties). CONSULTANT will submit to the CLIENT an Audit Report identifying the properties and reasons they were selected. Auditors will contact the CLIENT for a brief conference call to discuss the audit timeline. Once the CLIENT approves the providers selected for audits, CONSULTANT will forward the CLIENT Announcement Letter Template that needs to be mailed to the providers on CLIENT letterhead. Once the CLIENT sends out the letters to the providers, CONSULTANT requests CLIENT send CONSULTANT a copy of the signed letters. Start-up of TOT Audits (thirty (30) days later) Once the timeline has been approved, CONSULTANT issues an Appointment Letter with a list of required information. The date for the on-site review or date electronic data is provided will allow the provider a minimum of thirty (30) days of preparation time. Remote Audits and Field Audits (eight (8) weeks later) Conduct a review search on specifics of hotels to determine/confirm number of rooms, any special requirements and any other charges to which guests may be charged. One week after the Appointment Letters are mailed, contact provider to confirm date and time of audit, explain procedures, and request data for sample months selected (such as Property Management System, Month End Reports, Profit & Loss Statements, Exemption Reports, etc.). Conduct on-site or remote review. Provide Final Audit Report to the CLIENT (thirty (30) days following completion of audit program) Auditors will submit (via email) all the Commendation/Deficiency Letters that need to be submitted to the provider by the CLIENT. CLIENT will receive an electronic copy of the Final Audit Report. CLIENT Assistance •Provide CONSULTANT with the records of those providers authorized by CLIENT for examination. •CLIENT agrees to provide signed audit authorization letters on CLIENT letterhead as needed within thirty (30) days of request. • CLIENT agrees to provide CONSULTANT with its ordinances, codes, and tax rates within thirty (30) days of the effective date of the agreement, and notice of any changes thereafter in the ordinances, codes, and tax rates levied by the CLIENT. •CLIENT agrees to timely sign subpoenas, as required. •CLIENT agrees to timely sign letters and notices, as required. A.5 CANNABIS AUDIT SERVICES Objectives and MethodsCLIENT desires to ensure the registered commercial cannabis businesses that are conducting business within the guidelines provided for by the State of California related to taxation as well as local ordinances and that each maintains accurate books and records, to ensure the proper reporting to the various taxing entities and ensure the City obtains an accurate payment. Statement of WorkIn performing Cannabis Audit Services, CONSULTANT shall: Meet with designated CLIENT staff to review and discuss potential audit candidates, audit approach, and establish a mutually agreeable project timeline. Begin audit process. Audit Issues/Findings – Meet with CLIENT on audit activities, including, but not limited to: o Unexpected delays resulting from the business entity response or other causes. o Significant errors or issues identified during the audit process. o Cooperation issues with the business entity. Draft Report Presentation– Meet with CLIENT staff to present a draft report for each business. Draft Final Audit Report – A written report with information about each business; those in compliance, and those not in compliance, and recommendations for corrective actions Prepare Audit Summary – A written report with recommendations for administrative, technical, and/or regulatory policy modifications that may improve future compliance. Commercial Cannabis Business Audit Approach CONSULTANT’s audit process has been developed to address the specific requirements of each business operation and is not a one-size-fits-all approach. We recognize that businesses have differing operating styles, expertise, and attention to detail. CONSULTANT will conduct an initial expedited analytical evaluation before starting a complete verification of the business operations. The results of the initial analysis will determine the extent and depth of the full examination.

CONSULTANT will work with the CLIENT to create an audit authorization letter to be presented to the entities selected for review giving CONSULTANT authorization to conduct work on the CLIENT’s behalf. This letter will provide clear expectations for timely complying with audit requests such as access to the facility, system specifications, and financial data storage and access. CONSULTANT Deliverables The audit analysis can include, but is not limited to the following tasks: Review applicable provisions of the CLIENT's municipal code and resolutions adopted by the CLIENT. Review business records filed with the CLIENT such as applications, operating agreements, compliance documents, and tax returns. Initiate communication with businesses to establish appropriate business contacts and to get an initial understanding of the business’ Point of Sales systems (POS), product inventory and tracking systems, accounting data systems, physical operation procedures, and methodology. Examination of business operations and financial data to verify the accuracy of reported tax returns and compliance with CLIENT’s regulatory and administrative policies.Prepare a draft audit report for each business entity. The report will identify any tax deficiencies with a summary explaining how the deficiencies were discovered and suggestions on a resolution to ensure future compliance. The draft report will first be discussed CLIENT and then presented to the business entity, upon the CLIENT’s approval. The business entity will be provided an appropriate amount of time to review the audit report and respond to any of the audit findings. Prepare a final audit report summarizing the findings. The audit report will include information about the specific aspects of the business in compliance, those that were not in compliance, and recommendations for corrective actions. If relevant, we will also include areas for continued monitoring. Prepare an audit summary report upon completion of all the initial audits. The audit summary report will provide recommendations to the CLIENT for possible administrative, technical, and/or regulatory policy modifications that may be considered to improve compliance with the CLIENT’s operating and reporting requirements. CLIENT Assistance CLIENT will provide CONSULTANT with the records of those taxpayers authorized by the CLIENT for examination, including but not limited to business name, business’s physical address, mailing address, and contact person’s name, email, and phone number. CLIENT agrees to return the signed authorization letter on CLIENT letterhead within thirty (30) days of the effective date of the agreement. CLIENT agrees to timely sign documents and correspondence, as required. CLIENT agrees to provide CONSULTANT with its ordinances, codes, and tax rates within thirty (30) days of the effective date of the agreement, and notice of any changes thereafter in the ordinances, codes, and tax rates levied by the CLIENT.

B.1 SALES, TRANSACTION, AND USE TAX AUDIT AND RECOVERY SERVICES WITH CLEARVIEW™ In exchange for CONSULTANT performing the work indicated above, the CLIENT will pay CONSULTANT as follows: The CLIENT shall pay CONSULTANT a ten percent (10%) contingency fee. The fee applies to the sales/use tax revenue received by the CLIENT from correction of taxpayer reporting errors detected and documented by the Sales, Use and Transaction Tax Audit and Recovery Services. The Contingency Fee applies to both: (a) past compliance (as applicable) – sales/use tax revenues received by the CLIENT from prior periods; and (b) prospective compliance (as applicable) --incremental increase in sales/use tax revenues received for the first four consecutive reporting quarters following correction of the errors and confirmation of receipt of revenue by the CLIENT. CONSULTANT will invoice CLIENT quarterly based on past and/or prospective compliance secured on behalf of CLIENT. Invoices are due and payable upon receipt. All expenses incurred by CONSULTANT in providing the Sales, Use and Transaction Tax Audit and Recovery Services are the sole and exclusive responsibility of CONSULTANT, except those expenses that receive prior written approval by CLIENT. Completion of Services Notwithstanding anything else in this Agreement, to the contrary, the CLIENT will pay CONSULTANT per the terms of this Agreement for services begun before termination or expiration of the Agreement even if the monies are received after termination or expiration. CONSULTANT will provide CLIENT with a list of taxpayer accounts submitted but not yet corrected as of the expiration or termination within a reasonable time after the expiration or termination (“completion list”). CONSULTANT is allowed to continue working those taxpayer accounts on the completion list for a reasonable time to obtain a correction. CLEARVIEW™ Software and Service Base Package Annual fee CLIENT shall pay CONSULTANT an annual fee of $14,000 (“annual fee”) payable in four equal quarterly payments of $3,500 CONSULTANT will invoice the CLIENT on a quarterly. Invoices are due and payable within thirty (30) days of receipt. If this Agreement is terminated for any reason, the CLIENT remains obligated to pay CONSULTANT the quarterly payments of the annual fee for the quarters before the effective date of termination. Price AdjustmentsThe Base Package Annual Fee associated with this Agreement are adjusted annually at the beginning of each calendar year as follows: Year 1: $14,000 Year 2: $15,000 Year 3: $16,000 Year 4: $17,000 Year 5: $18,000 Completion of Services Notwithstanding anything else in this Agreement, to the contrary, the CLIENT will pay CONSULTANT per the terms of this Agreement for services begun before termination or expiration of the Agreement even if the monies are received after termination or expiration. B.2 UTILITY USER AND FRANCHISE FEE COMPLIANCE PROGRAM Compensation for Annual Fixed Fee ProgramTotal Annual Fixed Fee: The CLIENT’s total annual fixed fee for participating in the Program shall be a fixed fee of $40,000 annually. Quarterly Payments of Fixed Fee: Said annual fixed fee shall be paid in four equal quarterly payments with due dates of: March 31, June 30, September 30, and December 31. Invoices for services rendered shall be in arrears (invoiced for the immediately preceding quarter). If the effective date of this Agreement is other than on an invoice date, the CLIENT shall be invoiced for the first quarterly payment on the immediately following invoice date as set forth herein. CLIENT shall be invoiced and responsible for a prorated portion of the preceding quarter based on the effective date of this Agreement. Payment will be made to CONSULTANT within thirty (30) days of receipt by CLIENT. Any amounts which remain unpaid after thirty (30) days shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law. These quarterly payments are nonrefundable. Price AdjustmentsThe Annual Fee associated with this Agreement are adjusted annually at the beginning of each calendar year as follows: Year 1: $40,000 Year 2: $41,000 Year 3: $42,000 Year 4: $43,000 Year 5: $44,000 Optional: Compensation for CLIENT-Specific Compliance Review Services With respect to a CLIENT-specific compliance review referred to under the CLIENT-specific statement of work above, CONSULTANT shall be entitled to either a fixed fee or contingent fee compensation where CONSULTANT’s compliance review activities result in the identification of additional UUT and Franchise Fee revenues; Accordingly, the CLIENT shall pay CONSULTANT twenty-five percent (25%) of the additional revenues, including interest and penalties, identified by its CLIENT-specific compliance review activities. CONSULTANT will seek to recover or assist the CLIENT in recovering all revenue due the CLIENT from prior periods, if any, and CONSULTANT will receive twenty-five percent (25%) of any retroactive recovery with a minimum compensation recovery period of twelve (12) calendar quarters. In cases where there are less than twelve calendar quarters in the retroactive recovery period, recovery in prospective quarters will be included to satisfy the twelve-calendar quarter minimum recovery period. If the CLIENT determines that a correction should be applied prospectively from the date of the determination only, then CONSULTANT’s compensation shall apply to the additional revenues resulting from the correction for the twelve calendar quarters following the commencement of the prospective correction. In calculating additional revenues, if actual revenue amounts are not available or easily obtained, CONSULTANT may, with the approval of the CLIENT, use the best available information to estimate the additional revenues (e.g., averaging known underpayments or use of industry averages). As used in this subsection, the term “additional revenues” includes the value of any other services, credits, property of every kind or nature, or other consideration received by the CLIENT in lieu of monetary payment. CONSULTANT’s compensation is due and payable within thirty (30) days of the CLIENT’s receipt of CONSULTANT’s invoice. Any undisputed amounts which remain unpaid after thirty (30) days shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum amount permitted by law. B.3 FRANCHISE FEE COMPLIANCE SERVICES Compensation Plan CONSULTANT’s compensation for the Franchise Fee Compliance Services shall be a contingency fee of twenty-five percent (25%) for each review. The contingency fee shall apply to revenue due to the CLIENT as a result of deficiencies identified in the review and shall include any eligible prior period revenues together with all penalties, interest, and late charges. B.4 TRANSIENT OCCUPANCY TAX COMPLIANCE SERVICES Compensation Plan The compensation for the Transient Occupancy Tax Compliance Services shall be a flat fee of $2,500 for each hotel lodging property reviewed and $750 for each STR/vacation rental property reviewed. Price AdjustmentsThe Annual Fee associated with this Agreement are adjusted annually at the beginning of each calendar year as follows: Hotel: Short-term rental: Year 1: $2,500 Year 1: $750 Year 2: $2,550 Year 2: $800 Year 3: $2,650 Year 3: $825 Year 4: $2,750 Year 4: $850 Year 5: $2,850 Year 5: $875 Travel and Out-of-Pocket CLIENT shall reimburse CONSULTANT for reasonable travel and other out-of-pocket expenses associated with the performance of the field audits including but not limited to lodging, parking, mileage, per diem, etc. (Mileage and per diem shall be according to IRS regulations). Such reimbursement shall be billed incrementally.B.5 CANNABIS AUDIT SERVICES Compensation Plan The compensation for the Cannabis Audit Services shall be an hourly fee of $140 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses. Price AdjustmentsThe Annual Fee associated with this Agreement are adjusted annually at the beginning of each calendar year as follows: Year 1: $140 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses Year 2: $145 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses Year 3: $150 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses Year 4: $155 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses Year 5: $165 per hour capped at 50 hours per audit plus travel and out-of-pocket expenses Travel and Out-of-Pocket CLIENT shall reimburse CONSULTANT for reasonable travel and other out-of-pocket expenses associated with the performance of the field audits including but not limited to lodging, parking, mileage, per diem, etc. (Mileage and per diem shall be according to IRS regulations). Such reimbursement shall be billed incrementally.B.7 ADDITIONAL CONSULTING Compensation Plan CLIENT may request that CONSULTANT provide additional consulting services at any time during the term of this Agreement. If CONSULTANT and CLIENT agree on the scope of the additional consulting services requested, then CONSULTANT shall provide the additional consulting on a Time and Materials basis. Depending on the personnel assigned to perform the work, standard hourly rates range from ninety dollars ($90) per hour to three-hundred fifty dollars ($350) per hour. These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2 EXHIBIT BPAYMENT 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 $2,500,000.00. 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: [email protected](2) Postal Mail. If emailing is not an option, mail to: A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. 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 will 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 completion 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.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 1 of 5 EXHIBIT CINSURANCE 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 subcontractors, products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors, 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 subcontractors; 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 ____ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, propertydamage 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. _X___ 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 limited 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.) ____ 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. _X___ 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’ Compensation 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]. 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 DGENERAL 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 will be entitled to any benefits payable to CITYemployees. 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 Contract. 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 section 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 so 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 will 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 Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, 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 employeeshall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining toappearances 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 is authorized to examine Sales, Use, and Transaction Tax of the California Department of Tax and Fee Administration including, but not limited to any transaction and use tax that becomes effective after the date of this Agreement to be collected for CITY. CONTRACTOR is required to disclose information contained in, or derived from, those Sales, Use and Transaction tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. CONTRACTOR is prohibited from performing consulting services for a retailer during the term of this Agreement. CONTRACTOR is prohibited from retaining the information contained in, or derived from, those transaction, sales, and use tax records, after this Agreement has expired. 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, PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10 writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other 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 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, constitutes a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and theinformation 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 PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 5 of 10 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. 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 asacceptance 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 Date 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 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 PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 information prepared under this Contract to the City.(2) The CITY shall pay CONTRACTOR the reasonable value of Goods or Services provided by CONTRACTOR for up to 30 days after termination in the event the Goods or Services are necessary to wind down operations. (3) 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 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 thisContract 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. Claims of Indemnity: CONTRACTOR shall defend, hold harmless, and without limitation 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 subcontractor(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 liability 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 independent 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.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 7 of 10 B. Other Claims: For all other claims against CONTRACTOR where liability is not otherwise set forth in the Agreement as being without limitation, and regardless of the basis on which the claim is made, CONTRACTOR’S liability for direct damages, shall be two times the CONTRACTOR’S compensation set forth in Exhibit B of the Agreement, as may be amended by any subsequent Supplemental Contract. Unless otherwise specifically enumerated herein mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless the Consultant is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings.C. 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. D. Survival. The provisions of this section will survive any expiration or termination of this Contract.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 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 Contract, 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 subcontractors, 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 9 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 CONTRACTORcomplies;(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 ifCONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractoror 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, will 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.

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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 activities. 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 11 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 CITYmay terminate this Agreement for default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 1 of 2 EXHIBIT EADDITIONAL 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 subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 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 Section 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 Section 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 California 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 subcontractors’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 #: _________________________________________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 Section 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 subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 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 subcontractors performing work under this Contract.