Sacramento City Council
December 10, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01967 12/10/2024 Consent Item 8.

Agreement: Small Business Technical Assistance for the Small Business Assistance Center Pilot
File ID: 2024-01967
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a Professional Services Agreement with the California Capital Small Business Financial Development Center (“CCFDC”) with an initial one-year term in an amount not-to-exceed $300,000 and an optional one-year extension for a total not-to-exceed amount of $600,000, provided that sufficient funds become available.

Contact: Mikel Davila, Senior Development Project Manager, (916) 808-8506, [email protected]; Denise Malvetti, Deputy Director, (916) 808-7064, [email protected]; City Manager’s Office of Innovation and Economic Development Presenter: None
Attachments:
1-Description/Analysis
2-Professional Services Agreement with California Capital Small Business Financial Development Center
Description/Analysis
Issue Detail: On October 29, 2024, the Sacramento City Council approved the establishment of the Small Business Assistance Center (“the Center”) - a pilot program operating out of the City Manager’s Office of Innovation and Economic Development. The Center is the evolution of the initial ARPA-funded small business programing and is designed to be a two-year pilot program. One of the key lessons learned as part of the initial ARPA-funded small business programming is the need for continued technical assistance for our small and micro businesses. On August 13, 2024, OIED published a Request for Proposals for a core technical assistance provider (“cTAP”). The cTAP is responsible for fielding all business referrals from the Center from client intake and assessment to case resolution and continued business development support. The cTAP will provide one-on-one consultation to the business to support stabilization and growth.

File ID: 2024-01967 12/10/2024 Consent Item 8.

Policy Considerations: Small businesses continue to be impacted by the pandemic. The proposed actions are consistent with Council’s previous actions toward supporting inclusive economic development. Such actions include Resolution No. 2018-0392 where Council adopted an inclusive economic development framework, Resolution No. 2019-0124 where Council adopted an inclusive economic development strategy and action plan, the 2019 adoption of the Inclusive Economic Development Investment Guidelines and the 2021 adoption of ScaleUp Sacramento: An Inclusive Economic Development Action Agenda. The use of U.S. Small Business Administration grant funds to provide core technical assistance is also consistent with the goals of the newly adopted Small Business Assistance Center pilot program.

Economic Impacts: The program will add a core resource to the Small Business Assistance Center pilot program, which delivers technical assistance to businesses in Sacramento. The technical assistance is intended to support small and micro businesses in their recovery and growth, which add to the economic health and cultural vibrancy of Sacramento.

Environmental Considerations: The actions are not a project that is subject to CEQA because they constitute an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines §15378(b)(5)).

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Post pandemic business recovery needs remain, especially for businesses in disadvantaged and under-resourced areas. The experience and lessons staff learned from small business assistance programs funded through CARES and ARPA led to the recommendation to establish the Small Business Assistance Center (“the Center”) pilot program. A key component of the Center is the ability to provide business consultations through a core technical assistance provider (“cTAP”). The cTAP provides a dedicated resource for business to receive assistance to stabilize and grow.

On August 13, 2024, OIED published a Request for Proposals for cTAP. OIED received seven proposals that were reviewed and scored by a selection panel. CCFDC was the highest scoring respondent based on their extensive experience providing technical assistance and training for small and micro businesses. Since 1982, CCFDC has served Sacramento’s diverse entrepreneurs and small business community. Focused on working within underinvested communities and business corridors, California Capital delivers financial education, access to capital, and business development resources. California Capital offers a wide range of technical assistance as well as flexible financial products that streamline the ability for entrepreneurs to start or expand their small business. As a Community Development Financial Institution (CDFI), their mission is aligned to the U.S. Department of Treasury’s directive to build the capacity of socioeconomically disadvantaged individuals (SEDIs)

File ID: 2024-01967 12/10/2024 Consent Item 8.
and very small businesses (VSBs) to build wealth in low-to-moderate income (LMI) communities.

Located in the city of Sacramento, California Capital FDC’s service delivery model is rooted in a forty- year history of community engagement and representation in community and economic development initiatives, prioritizing culturally responsive and language-inclusive delivery of services.

Financial Considerations: The initial term of this Agreement will be in an amount not to exceed $300,000 and will be funded by a grant from the U.S. Small Business Administration in the Neighborhood Equity Initiative Project (G02180320). There is sufficient funding available for the initial term.

Local Business Enterprise (LBE): CCFDC is in the city of Sacramento and therefore qualifies as a local business enterprise.

PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 1 of 4
CONTRACT #:

CONTRACT NAME: California Capital Core Technical Assistance Provider CONTRACT PROJECT #: G02180320
DEPARTMENT: City Manager Office
DIVISION: Office of Innovation and Economic Development

CITY OF SACRAMENTO

PROFESSIONAL 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”), and California Capital Small Business Financial Development Corporation 1792 Tribute Rd., Suite 270
STE. 270
Sacramento, CA 95815
(916) 442-1729
[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 the date it is fully executed by the duly authorized parties.

2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).

If there is a conflict between the terms and conditions of any document prepared or provided by the CONTRACTOR and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shall provide to CITY the services described in Exhibit A (“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.

PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 2 of 4
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 by the Sacramento City Code. As used in this Contract, the term “Serv ices” 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 CITY construction project, during the design, pre-construction, construction, or post- construction phases of the project, the CONTRACTOR and any sub contractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance.

CONTRACTOR's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.

10. Considering Criminal Conviction Information in the Employment Application Process.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Page 3 of 4 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.

The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all CONTRACTOR's contracts with the City is $250,000 or more over a 12- month period.

CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

CONTRACTOR'S violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.

11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

CONTRACTOR's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies.

PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Page 4 of 4

12. Authority. The person signing this Contract for CONTRACTOR represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the CONTRACTOR and to bind the CONTRACTOR to the performance of the Contract’s obligations.
[Signatures Page Following Exhibits]

PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit A - Page 1 of 2

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Mikel Davila, Senior Development Project Manager
915 I St. Sacramento, CA 95814
916-808-8506
[email protected]
The CONTRACTOR Representative for this Agreement is:

Deborah Muramoto, President/CEO
1792 Tribute Rd., Suite 270
STE 270
Sacramento, CA 95815
916-442-1729
[email protected]
Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.

2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.

3. Time of Performance. The Services described in this Contract shall be provided for one year. The City may extend this Contract for up to one additional one-year term, should additional funding become available, for a maximum two-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.

Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

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. X yes ____ no
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

PROFESSIONAL SERVICES AGREEMENT
Form Approved by City Attorney 1-30-2024 Exhibit A - Page 2 of 2 (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.

Thereafter, throughout the term of the Contract, CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the CITY’S Conflict of Interest Code. The CITY may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2

EXHIBIT B

PAYMENT

1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 300,000. 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:

City of Sacramento Office of Innovation and Economic Development 915 I Street, Floor 3
Sacramento, CA 95814-2608
Attention: Mikel Davila
C. All invoices submitted by CONTRACTOR must contain the following information:

(1) Job/Project Name

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit B - Page 2 of 2 (2) CITY’s current Purchase Order Number
(3) Contractor’s Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order (7) Contractor’s remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)

D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above 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 C

INSURANCE

1. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintain insurance coverage as described in this Exhibit.

Full compensation for all premiums that CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for CONTRACTOR’S insurance premiums.

If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

It is understood and agreed by CONTRACTOR that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by CONTRACTOR in connection with this Agreement.

2. General Liability Minimum Scope and Limits of Insurance Coverage.

A. Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of CONTRACTOR, its sub -consultants, and sub contractors, products and completed operations of CONTRACTOR, its sub -consultants, and sub contractors, and premises owned, leased, or used by CONTRACTOR, its sub -consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The pol icy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

B. The CITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of CONTRACTOR, its sub -consultants, and sub contractors; products and completed operations of CONTRACTOR, its sub -consultants, and subcontractors; and premises owned, leased, or used by CONTRACTOR, its sub - consultants, and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit C - Page 2 of 5 X Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of CONTRACTOR.

The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.

____ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:

“CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, CONTRACTOR does transport items under this Contract, or this Contract is amended to require any employees of CONTRACTOR to use a vehicle to perform services under the Contract, CONTRACTOR understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000 ) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the CONTRACTOR.”

4. Umbrella or Excess Policies.

A. CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not l imited to primary and non -contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense obligations. Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy.

B. Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self- insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTOR’S Primary and Excess liability policies are exhausted.

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

X Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit C - Page 3 of 5 Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY.

CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer.

____ No work or services will be performed on or at CITY facilities or CITY Property.

Therefore, a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

____ No Workers’ Compensation insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows:

“CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, CONTRACTOR hires any employee during the term of this Agreement, CONTRACT understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compens ation policy will include a waiver of subrogation in favor of the CITY.”

6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):

X Is ____ Is not 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 writin g prior to execution of this Agreement.

10. Verification of Coverage

A. CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand.

B. During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to:

City of Sacramento
c/o EXIGIS LLC
P.O. Box 947
Murrieta, CA 92564

Insurance certificates also may be e-mailed to:
[email protected]

C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit C - Page 5 of 5

D. The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein.

11. Subcontractors. CONTRACTOR shall require and verify that all sub -consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 1 of 10

EXHIBIT D

GENERAL CONDITIONS

1. Independent CONTRACTOR.

A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent CONTRACTOR and that no relationship of employer - employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Contract, and CONTRACTOR will be issued a Form 1099 for its services hereunder. As an independent CONTRACTOR, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.

B. It is further understood and agreed by the parties that CONTRACTOR, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing the results. To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that the use will promote CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this 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

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 2 of 10 that CONTRACTOR will issue W -2 or 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 contra ct 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, discussio ns, 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.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 3 of 10

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 a former officer or employee of the CITY, CONTRACTOR and any former City officer or employee shall comply with the provisions of Sacramento City Code Section

2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee.

6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If CONTRACTOR is shipping Hazardous Substances, CONTRACTOR must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, CONTRACTOR must provide a revised SDS to each CITY location receiving Hazardous Substances.

7. Confidentiality of CITY Information. During performance of this Contract, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer li sts, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY.

CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the CITY’S prior written consent.

In addition, CONTRACTOR must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by CONTRACTOR of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. CONTRACTOR Information.

A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording an y 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.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10

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 s erved 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 s hall 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 the information will be disclosed by CITY in accordance with the Public Records Act.

9. Notification of Material Changes in Business. CONTRACTOR agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. CONTRACTOR also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of CONTRACTOR's obligations to the City under this Contract.

10. Standard of Performance. CONTRACTOR shall perform in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’S profession in California and in compliance with all requirements of this Contract. All products that CONTRACTOR delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR’s profession.

CONTRACTOR shall assign only competent personnel to perform on its behalf under this Contract. CONTRACTOR must notify the CITY in writing of any changes in CONTRACTOR’s

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 5 of 10 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 as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. CONTRACTOR's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.

12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the CITY is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The CONTRACTOR shall serve the CITY during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the CONTRACTOR is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the CONTRACTOR shall provide proof of the disruption.

Acceptable forms of proof will include a letter or notice from the CONTRACTOR'S source stating the reason for the disruption.

13. Term; Suspension; Termination.

A. This Contract is effective on the Effective 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 immediately cease performance under this Contract as specified in the notice.

If the CITY terminates this Contract:

(1) CONTRACTOR shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 (2) The CITY shall pay CONTRACTOR the reasonable value of Goods or Services provided by CONTRACTOR before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Contract not been terminated or had CONTRACTOR completed performance required by this Contract. CONTRACTOR shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by CONTRACTOR. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.

14. Default by CONTRACTOR. In case of default by the CONTRACTOR, the CITY reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the CONTRACTOR, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source.

Prices paid by the CITY will be considered the prevailing market price at the time such purchase is made.

15. Indemnity.

A. Indemnity: CONTRACTOR shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and descrip tion, 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.

B. Insurance Policies; Intellectual Property Claims : The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of CONTRACTOR hereunder. This Section will not apply

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 7 of 10 to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the CONTRACTOR Information Section, above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

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 sub contractors, 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 sub contractor 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, ma rital 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

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 of 10 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.

E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including:

(1) Withholding of payments to CONTRACTOR under this Contract until CONTRACTOR complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The CITY may direct CONTRACTOR to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if CONTRACTOR becomes involved in, or is threatened with, litigation with a sub contractor or supplier as a result of such direction, CONTRACTOR may request that the CITY join such litigation to protect the CITY’S interests.

18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by CONTRACTOR, and by CITY, in accordance with applicable provisions of the Sacramento City Code.

19. Modification of Contract. The CONTRACTOR shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, 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.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 9 of 10

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 litigatio n in such courts, and consent to service of process issued by such courts.

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 p osition 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

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Exhibit D - Page 10 of 10 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.

(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 l iability 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 sub contractor, 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 erro neous, the CITY may terminate this Agreement for default.

SBA Award Standard Terms and Conditions

EXHIBIT E

SBA Award Standard Terms and Conditions

The use of grant funds in this Contract is subject to the U.S. Small Business Administration Standard Terms and Conditions, outlined in Exhibit E, Section 1 through Section 22.

1. Standard Term - Acceptance of the Terms of an Award
By drawing or otherwise obtaining funds from the Small Business Administration (SBA), the non-federal entity acknowledges acceptance of the terms and conditions of the award and is obligated to perform in accordance with the requirements of the award.

Certification Statement: By drawing down funds, the non-federal entity certifies that proper financial management controls and accounting systems, to include personnel policies and procedures, have been established to adequately administer federal awards and funds drawn down. Non-federal entities of Small Business Administration (SBA) earmark agreement must comply with all terms and conditions of their awards, including: (a) terms and conditions included in the SBA Grants Policy effective at the time of award including the requirements of 0MB grants

SBA Award Standard Terms and Conditions

administration regulations; (b) requirements of the authorizing statutes and implementing regulations for the program under which the award is funded; (c) applicable requirements or limitations in appropriations acts; and (d) any requirements specific to the particular award specified in program policy and guidance.

2. Standard Term - Award Expectations
The stipulated reporting requirements as part of this award must be addressed by the project end date. Additional terms and/or conditions may be applied to this award if outstanding financial or programmatic compliance issues are identified by SBA.

3. Standard Term -Administrative and National Policy Requirements Public policy requirements are requirements with a broader national purpose than that of the Federal sponsoring program or award that an applicant/non-federal entity must adhere to as a prerequisite to and/or condition of an award. Public policy requirements are established by statute, regulation, DOI, and 0MB memorandums, or Executive order. In some cases, they relate to general activities, such as preservation of the environment, while, in other cases they are integral to the purposes of the award-supported activities. An application funded with the release of federal funds through a grant award does not constitute or imply compliance with federal statute and regulations. Funded organizations are responsible for ensuring that their activities comply with all applicable federal regulation requirements.

4. Standard Term - Executive Pay
The Consolidated Appropriations Act, 2020 (Pub. L.116-94) signed into law on December 20, 2019, restricts the amount of direct salary to Executive Level II of the Federal Executive Pay scale. The Executive Level II salary per E.O. 13756, was increased to $199,300 effective January2021.

The law limits the salary amount that may be awarded and charged to SBA assistance agreements and cooperative agreements. Award funds may not be used to pay the salary of any individual at a rate in excess of Executive Level II. This amount reflects an individual's base salary inclusive of fringe and any income that an individual may be permitted to earn outside of the duties to the applicant organization. This salary limitation also applies to subawards/subcontracts under an SBA grant or cooperative agreement.

5. Standard Term - Non-federal Entity Responsibilities
a. Be responsive to SBA requests for information and
communication. Changes to Your organization's contact
information, including Your Agreement Officer Representative (AOR) or other key personnel designated representatives, must be

SBA Award Standard Terms and Conditions

reported promptly to SBA.
b. Cooperate with all programmatic and financial examinations and any accreditation or certification reviews conducted by SBA, its agents, or contractors. You will promptly address and act upon all findings regarding Your project made as part of any such process. • Provide full access to all activities supported with project funds to the general public without regard to their participation in any paid membership or subscription plan.

SBA Award Standard Terms and Conditions

• Maintain adequate staffing levels for the delivery of client services, including replacing Key Personnel no more than 60 days after they cease their involvement with the project. • Participate in SBA surveys and studies regarding the effectiveness and outcomes of the program/project,
curriculum, types of assistance, service delivery methods, etc."
c. Coordinate with SBA and other Agency resource partners operating within Your project service area to maximize the effectiveness of Your efforts and avoid duplication of products and services. d. Promote SBA programs, products, and services to clients, as appropriate. e. Maintain adequate, readily accessible facilities for assisting clients. f. Provide meaningful access to project services for clients with limited English language proficiency and/or disabilities.
g. Submit and update information to USASpending.gov and other Federal databases, as required.

6. Standard Term - Recipient Integrity and Performance
Appendix XII to 2 CFR Part 200

i. Reporting of Matters Related to Recipient Integrity and Performance • Proceedings About Which You Must
Report Submit the information required about each
proceeding that:
• Is in connection with the award or
performance of a grant, cooperative agreement, or
procurement contract from the Federal
Government;
• Reached its final disposition during the most recent five-year period; and • If one of the following:

• A criminal proceeding that resulted in
a conviction, as defined in paragraph 5of
this award term and condition;

SBA Award Standard Terms and Conditions

• A civil proceeding that resulted in a
finding of fault and liability and payment
of a monetary fine, penalty,
reimbursement, restitution, or damages
of $5,000 or more;
• An administrative proceeding, as
defined in paragraph 5 of this award
term and condition, that resulted in a
finding of fault and liability and your
payment of either a monetary fine or
penalty of $5,000 or more or
reimbursement, restitution, or damages
in excess of $100,000; or

SBA Award Standard Terms and Conditions

• Any other criminal, civil, or administrative proceeding if:
• It could have led to an outcome described in paragraph 2.c.(l), (2), or (3) of this award term and condition;
• It had a different disposition arrived at by consent or compromise with an acknowledgement of fault on your part; and
• The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.
• Reporting Frequency
Unless specified otherwise in the Special Terms and Conditions for Your award, the following reporting timelines apply:

For multi-year performance periods, annual financial and performance reports are due thirty (30) days after each year.

Final Financial Reporting - Non-Federal Entities are required to submit at the end of the performance period (form SF-425).

Final Performance Report - The final report is due thirty (30) days after the period of performance and must be sent directly to your assigned Grants Management Officer.

Reports must be emailed to your designated Grants Management Officer: Grants Management Officer: Phuc Nguyen
Email: [email protected]

7. Standard Term -Acknowledgement of SBA Support/Use of SBA's Logo/Publication Requirements.

It is important that Your clients and the general public are aware of the Congressional Community Program and SBA's role in this project, as well as the taxpayer funded support the Agency is providing under this Award. Therefore, You must include the following acknowledgment of support statement on all materials produced in whole or in part with Project Funds:

"Funded [in part] through a Grant with the U.S. Small Business Administration." For purposes of this requirement, the term "materials" includes, but is not limited to, press releases, brochures, pamphlets, handouts, reports, advertisements, books, curricula, websites, video or audio productions, and similar items regardless of the medium employed. The term "materials"

SBA Award Standard Terms and Conditions

does not include stationery or business cards and SBA's logo may not be used on such items.

Where the non-federal entity (You) use Project Funds to produce materials featuring editorial content, You must use the following alternate acknowledgment of support statement (either independently or in conjunction with the SBA logo):
"Funded in part through a Grant with the U.S. Small Business Administration. All opinions, conclusions, and/or recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the SBA."

SBA Award Standard Terms and Conditions

In addition, You must display signage featuring the SBA logo at all facilities that are open to the public and which are being used for project activities. Such signage must prominently feature the acknowledgment of support statement identified above.

Where used, the acknowledgment of support statement must be presented in a legible typeface, font size, and (where applicable) color contrast and must appear verbatim and may not be altered or replaced with substitute language. However, on materials with severe space constraints such as signs and banners, You may use "SBA" in the acknowledgment of support statement instead of "U.S. Small Business Administration." You may elect to use SBA's logo on materials produced with Project Funds. You may contact the GMO in order to obtain a high-resolution copy of SBA's logo and a copy of SBA's Graphic and Use Guide. Where used, the SBA logo may be positioned in close proximity to Your organization's logo or may be placed in a prominent location elsewhere in the material. However, SBA's logo may not be placed in close proximity to any third party's logo, or used in such a way as may imply that a relationship exists between SBA and any third party (Note: Your organization's parent entity is not considered a third party). Additionally, in each instance where You use the SBA logo, You must
Also include the acknowledgement of support statement in reasonably close proximity to the logo.

Neither the SBA logo nor the acknowledgment of support statement may be used in connection with activities outside the scope of this Award. In particular, UNDER NO CIRCUMSTANCES may the SBA logo or acknowledgment of support statement appear on items used in conjunction with fundraising, lobbying, or the express or implied endorsement of any goods, service, entity, or individual. Additionally, You may not use the SBA logo on any social media sites or services without obtaining prior approval from SBA. For further guidance regarding the prior approval process, see Part III(A)(l3) above.

8. Standard Term - Mandatory Disclosures
Recipients must disclose in a timely manner, in writing to the SBA awarding agency with a copy to the SBA Office of inspector General (OIG), all information related to violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award.

Subrecipients must disclose, in a timely manner, inwriting to the prime recipient (pass through entity) and the SBA OIG, all information related to violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award. Disclosures must be sent in writing to the awarding agency and to the SBA OIG and OGM at the following addresses:

US Small Business Administration Attention:

Office of Grants Management 409 3rd Street

SBA Award Standard Terms and Conditions

SW, Suite 500
Washington, DC 20416
AND
US Small Business Administration Office of
Inspector General
409 3rd Street SW, 5th Floor

SBA Award Standard Terms and Conditions

Washington, DC 20416
Failure to make required disclosures can result in any of the remedies for noncompliance, including suspension or debarment.

9. Lobbying Restrictions
Recipients are subject to the restrictions on lobbying. 18 U.S.C. § 1913, No part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designed to influence in any manner a Member of Congress, a jurisdiction, or an official of any government, to favor, adopt, or oppose, by vote or otherwise, any legislation, law, ratification, policy, or appropriation, whether before or after the introduction of any bill, measure, or resolution proposing such legislation, law, ratification, policy, or appropriation; but this shall not prevent officers or employees of the United States or of its departments or agencies from communicating to any such Member or official, at his/her request, or to Congress or such official, through the proper official channels, requests for any legislation, law, ratification, policy, or appropriations which they deem necessary for the efficient conduct of the public business, or from making any communication whose prohibition by this section might, in the opinion of the Attorney General, violate the Constitution or interfere with the conduct of foreign policy, counter- intelligence, intelligence, or national security activities.

Violations of this section shall constitute as a violation of 31 U.S.C. § 1352(a).

10. Drug-Free Workplace
The Drug-Free Workplace Act of 1988 (41 U.S.C. § 701 et seq.) requires that all organizations receiving grants from any Federal agency agree to maintain a drug-free workplace. By signing the application, the AOR agrees that the Non-federal entity will provide a drug-free workplace and will comply with the requirement to notify NIH if an employee is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for debarment.

Government wide requirements for Drug- Free Workplace for Financial Assistance are found in 2 CFR part 182; SBA implementing regulations are set forth in 2 CFR part 382.400. All non-federal entities of SBA grant funds must comply with the requirements in Subpart B (or Subpart C if the non-federal entity is an individual) of part 382.

11. Non- Transferability
This Award may not be transferred or assigned (either in whole or in part) without prior written approval from SBA. Additionally, no interest in this Award may be conferred upon a third party and the Award may not be pledged as collateral or security.

SBA Award Standard Terms and Conditions

12. Standard Term -Advancing Racial Equity and Support for Underserved Communities Executive Order: Advancing Racial Equity and Support for Underserved Communities through the Federal Governments (E.O. 13985 can be found at:
https://www.federalregister.gov/documents/2021/01/25/2021-01753/advancing-racial-eguity- and­ support-for-underserved-communities-through-the-federal-govemment )

SBA Award Standard Terms and Conditions

13. Standard Term - Trafficking Victims Protection Act of 2000 (22 U.S.C. 7104(G)), as amended, and 2 C.F.R. PART 175
The Trafficking Victims Protection Act of 2000 authorizes termination of financial assistance provided to a private entity, without penalty to the federal government, if the recipient or subrecipient engages in certain activities related to trafficking in persons. 2 C.F.R. § l 75.15(b).

See http://www.gpo.gov/fdsys/pkg/CFR-2012-title2-voll/pdf/CFR-2012- title2-voll-secl 75-

15.pdf.

Award Term from Trafficking in persons.
a. Provisions applicable to a recipient that is a private entity. 1) You, as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not:
a) Engage in severe forms of trafficking in persons during the period of time that the award is in effect;
b) Procure a commercial sex act during the period of time that the award is in effect; or c) Use forced labor in the performance of the award or subawards under the award.

2) We as the federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity:
a) Is determined to have violated a prohibition in paragraph a. l of this award term; or b) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a. l. of this award term through conduct that is either:
i. Associated with performance under this award; or
ii. Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2
C.F.R. Part 180, "OMB Guidelines to Agencies on and Suspension (Non- procurement)."
b. Provision applicable to a non-federal entity other than a private entity. We as the federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity:
1) Is determined to have violated an applicable prohibition in paragraph a. l of this award term; or

SBA Award Standard Terms and Conditions

2) Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.l. of this award term through conduct that is either:
a) Associated with performance under this award; or
b) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Non-

SBA Award Standard Terms and Conditions

procurement)," as implemented by our agency at 2 CFR Part 1125. c. Provisions applicable to any non-federal entity.

1) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a. l of this award term.
2) Our right to terminate unilaterally that is described in paragraph a.2 orb of this section:
a) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)); and
b) Is in addition to all other remedies for noncompliance that are available to us under this award.
3) You must include the requirements of paragraph a. l of this award term in any subaward you make to a private entity.
d. Definitions. For purposes of this award term:
1) "Employee" means either:
• An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or • Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2) "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3) "Private entity":
• Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. •Includes:

A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at2 CFR 175.25(b).

A for-profit organization.

SBA Award Standard Terms and Conditions

4) "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).

14. Standard Term -Accessibility Provisions
Non-federal entities of federal financial assistance (FFA) from SBA must administer their programs incompliance with federal civil rights law. This means that non-federal entities of SBA funds must ensure equal access to their programs without regard to a person's race, color, national origin,

SBA Award Standard Terms and Conditions

disability, age, and in some circumstances, sex and religion. This includes ensuring your programs are accessible to persons with limited English proficiency. SBA provides guidance to recipients of FFA on meeting their legal obligation to take reasonable steps to provide meaningful access to their programs by persons with limited English proficiency.

The SBA Office for Civil Rights also provides guidance on complying with civil rights laws enforced by SBA.

Recipients of SBA also have specific legal obligations for serving qualified individuals with disabilities. Please contact the SBA Office for Civil Rights for more information about obligations and prohibitions under federal civil rights laws at 1 - 800-827-5722.

15. Standard Term - Accessibility of Facilities and Events

In accordance with the Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.) and§ 504of the Rehabilitation Act of 1973 (29 U.S.C. § 794), all facilities You use to provide services to the public in connection with this project must be accessible by persons with disabilities. In addition, all notices, promotional items, brochures, publications, and media announcements informing the public of events, programs, meetings, seminars, conferences and workshops conducted pursuant to this project must include the following accessibility/accommodations notice:

Reasonable accommodations for persons with disabilities will be made if requested at least two weeks in advance. Contact [insert contact information for the person who will make the arrangements]."

16. Standard Term - Data Collection and Performance Measurement:

All non-federal entities are required to collect and report evaluation data to ensure the effectiveness and efficiency of its programs under the Government Performance and Results (GPRA) Modernization Act of 2010 (P.L. 102-62). Non-federal entities must comply with the performance goals, milestones, and expected outcomes.

17. Standard Term - Procurement of Goods and Services:

You are encouraged to follow your own procurement policies and procedures when contracting with Project Funds. Additionally, when using Project Funds to procure supplies and/or equipment, You are encouraged to purchase American-manufactured goods to the maximum extent practicable.

American-manufactured goods are those products for which the cost of their component parts that were mined, produced, or manufactured in the United States exceeds 50 percent of the total cost of all their components. For further guidance regarding what constitutes an American-manufactured good (also known as a domestic end product), see 48 C.F.R. Part 25.

SBA Award Standard Terms and Conditions

18. Standard Term - Recordkeeping
You must maintain complete and accurate records and supporting documentation of sufficient detail to facilitate a thorough financial, programmatic, and/or legal compliance audit or examination of this project. You must make these records available to SBA, its agents, its Office of Inspector General, and/or Federal investigators on demand and provide them with unrestricted access to
review and make copies of all products, materials, and data, including those prepared or stored electronically. Standard Term - Submitting Responses to Conditions and Reporting Requirements. Unless otherwise identified in the special terms and conditions of award and post award requests, all responses to special terms and conditions of award and post award requests

SBA Award Standard Terms and Conditions

must be submitted to the Office of Grants Management (OGM).

19. Standard Term - FAIN/UEI
The Unique Entity Identifier (formerly DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A Unique Entity Identifier number may be obtained from the D&B by telephone (currently 866-705-5711) or the Internet (currently at http://fedgov.dnb.com/webform).

20. Standard Term - Whistleblower Protection
If you are a Federal employee, or employee of a contractor, subcontractor, or grantee submitting information to the SBA OIG regarding fraud waste or abuse in the SBA's programs or operations, you are probably a whistleblower. Please be aware, however that specific criteria apply to whistleblower protections afforded by law. For example, disclosures by current and former federal employees, applicants for federal employment, and employees of a federal contractor, subcontractor, or grantee have special meaning and protections.

Federal law prohibits governmental personnel from retaliating against an employee who acts as a whistleblower by reporting suspected waste, fraud or abuse to the OIG. Under the Federal prohibited personnel practices, 5 U.S.C. §2302(b)(8), employees may not "take or fail to take, or threaten to take or fail to take, a personnel action with respect to any employee or applicant for employment" because the person has disclosed information to an OIG which he or she reasonably
believes is evidence of (1) a violation of any law, rule, or regulation, or (2) gross mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, so long as the disclosure is not specifically prohibited by law or Executive Order.

Reporting Fraud

The OIG encourages all SBA employees and lenders to be on the lookout for fraud. If you suspect fraud, please report it to the OIG immediately by contacting the OIG Hotline at 1-800-767-0385 or [email protected](link sends e-mail).

21. Standard Term - Restrictions on Certain Types of Clients You may not utilize project resources to provide counseling services to any concern that:

• is other than small;
• is based in a foreign country;
• is engaged in any activity that is illegal under federal, state, or local law or that can reasonably be determined to support or facilitate any activity that is illegal under federal, state, or local law;
• derives more than one-third of its gross annual revenue from legal gambling activities; • presents live performances of a prurient sexual nature or derives more

SBA Award Standard Terms and Conditions

than a de-minimus amount of revenue from the sale of products or services of a prurient sexual nature;
• is not organized for profit (Exception: To the extent it does not negatively impact the goals or milestones established under this Award or detract from its core purpose, You may use project resources to counsel non-profit organizations that devote a significant portion of their activities to assisting entrepreneurs).

SBA Award Standard Terms and Conditions

22. Standard Term - Governing Authority/Order of Precedence This Award is subject to the following requirements and representations, whether stated explicitly or incorporated by reference:

1. The statutes, regulations, and policy documents cited in Blocks 1 and 14 of the Notice of Award cover page and any other relevant, subsequently enacted laws.

2. Those terms and conditions set forth below.

3. Your accepted application for this Award, including all forms and assurances, and any subsequently approved additions or
modifications.

In the event of a conflict between these requirements, the Order of Precedence listed above will determine which prevails. Unless explicitly stated otherwise, all deadlines discussed in this Notice of Award will be measured in terms of calendar days. By signing Block 23 of the Notice of Award cover page, You acknowledge Your acceptance of all these requirements.

Definitions

The definitions listed below apply to all SBA Awards. Additional definitions relating to a particular SBA program may be found in the grant program regulations, Program Announcement, and/or Special Terms and Conditions.

Earmark - Earmarks are grants that are appropriated by Congress prior to a peer review. The term "earmark" is a reference to the Congressional Record where the awards are written into legislation specifically with the grant applicant's name, activity, and dollar amounts.

a. Client - an entity receiving technical assistance under this Award. A Client may be an existing small business concern, or an individual interested in owning and operating a small business concern. b. Client Information - files and records concerning a Client, as well as any information that could be used to identify, contact, or locate a Client. Does not include statistics or similar data that is not attributed to a particular Client.
c. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25,subpart C: a. A governmental organization, which

SBA Award Standard Terms and Conditions

is a state, local government, or Indian Tribe;
b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for-profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a nonfederal entity.
e. Key Personnel - those individuals who play a crucial role in the conduct of a project. Examples include directors, managers, counselors, and instructors, but not support staff.
f. Program Income - additional funds generated through the conduct of project activities. Includes, but is not limited to, income derived from service or event fees, sales of commodities, repayments of interest or principal on loans made with Project Funds, and usage or rental fees.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

Does not include interest earned on advances of Federal funds. g. Unique entity identifier (UEI) means the identifier
required for SAM registration to uniquely identify
business entities.

h. You - the non-federal entity organization (recipient) for the Award.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

ATTACHMENT 1 TO EXHIBIT A

SCOPE OF SERVICES

1. Background and Overview
The City Manager’s Office of Innovation and Economic Development (OIED) administers the Small Business Assistance Center (“the Center”). The Center will provide business technical assistance through a Core Technical Assistance Provider (“cTAP”) that can deliver an array of business services to Sacramento-based small/micro businesses and entrepreneurs. The Center is focused on inclusive and equitable economic development and small business assistance services. The Center invests in Sacramento’s Property and Business Improvement Districts (“PBIDs”) for outreach and engagement activities to build relationships with small businesses and entrepreneurs, assess their needs, and connect them to relevant programs and subject matter experts to help them start and grow their business. The role of the cTAP is to work directly with businesses referred to by the Center staff to resolve a business-specific need. The cTAP should build trust and rapport with the businesses, provide intake and discovery to assess the request for service, log the case or inquiry in a database, recommend appropriate action, and deploy subject matter experts that can resolve the request for service. To evaluate the efficacy of service delivery and monitor business growth, the cTAP should provide ongoing case management, and with reasonable frequency, conduct surveys, with which to communicate the progress being made, back to the Center. This information should be captured in the cTAP’s database with the ability to provide regular and ad-hoc reports. The Center is also funding a myriad of specialized technical assistance providers (sTAP) that will provide extensive technical assistance – in specific growth areas identified by OIED - beyond the cTAP’s services.

For the purposes of this agreement, the Contractor is serving as the cTAP.

2. Eligibility Requirements
All for-profit entities in the city of Sacramento are eligible to receive technical assistance. The Center and Contractor will prioritize and track entities that meet the following criteria:
a) A small business is defined as:
i) Independently owned and operated;
ii) Not dominant in field of operation;
iii) Principal office located in California;

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

iv) Owners (officers, if a corporation) domiciled in California; and, v) Including affiliates, be either,
(1) A business with 100 or fewer employees; an average annual gross receipt of $18 million or less, over the last three tax years;
(2) A manufacturer* with 100 or fewer employees; or,
(3) A micro business – a small business will automatically be designated as a micro business, if gross annual receipts are $6,000,000 or less; or the small business is a manufacturer with 25 or fewer employees
b) Operate at a brick-and-mortar location
c) Operate at an address that is zoned commercial
d) Operate at an address that qualifies as a 2023/24 U.S. Department of Housing and Urban Development Qualified Census Tract
e) Operate at an address that qualifies as a Sacramento Promise Zone f) Operate at an address that qualifies as an SB 535 Disadvantaged Community g) Operate at an address with CalEnviroScreen 4.0 pollution burden score of 60 or more h) Operate at an address with CalEnviroScreen 4.0 linguistic isolation score of 50 or more i) Operate at an address with CalEnviroScreen 4.0 housing burden score of 60 or more To determine 2.(a), lookup the business in the California Department of General Services small business database or request the business owner sign and complete the Center’s self-attestation form. To determine items 2.(c)-2.(i) please use the Center’s GIS mapping tool.

3. Inclusive Outreach, Engagement, Marketing and Communications The Contractor will work with the Center to utilize the following proven practices to engage small businesses:
a) Create inclusive outreach collateral that is culturally appropriate, engaging, and language accessible. Provide translation as practicable, and interpreters, when available at organized events. The City’s Community Engagement Team and Public Information Office can support when appropriate to amplify the message and access translation and interpretation services.
b) Incorporate the Center’s offerings through CCFDC’s communications channels, participate in PBID corridor business walks, attend OIED/PBID and business meetings to share resources and collect feedback.

4. Reporting Requirements
(a) On a quarterly basis, the Contractor shall provide the City with a written report on the progress, metrics, and deliverables in Section 5., below. This quarterly report must include all the following:

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

(1) A narrative explanation of the Contractor’s progress toward all goals set forth in Section 5., below;
(2) An itemized list of all expenditures of all funds to date, including the amount of any subaward and the name of each subaward recipient and the names of any contractors paid, and the amount paid; and
(3) Capture the following metrics through intake, survey, and additional touch points with the business client:
(A) Outputs (quarterly and cumulatively)
(I) Number of businesses assisted
(II) Number of consulting hours
(III) Number of OIED/PBID clients referred
(IV) Number of loan applications submitted
(V) Number and attendees of webinars, workshops, events, etc. (VI) Number of business plans created
(VII) Number of jobs created
(VIII) Number of new businesses
(IX) Number of businesses retained
(X) Number of businesses scaled or expanded
(XI) Business owner demographic data (demographic categories and questions provided by the City)
(XII) Number of businesses certified as small/micro business by California Department of General Services

(B) Outcomes
(I) Increase in capital secured (loans/equity) compared to previous year (II) Increase in business revenues compared to the previous year (III) Increase in jobs created compared to previous year

(C) Impacts
(I) Small businesses are aware of City resources and services available (II) The available capital to small businesses is becoming more accessible (III) Business owners have a better understanding navigating the City’s regulatory environment
(IV) Decrease in commercial corridors vacancy rates
(V) Decrease in small business closures
(4) Any other information the City may request to demonstrate that the funds are being used solely for the Services and in accordance with this Contract and all applicable laws.

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

(b) For the purposes of this agreement, the four quarters that make up the year are January, February, and March; April, May, and June; July, August, and September; and October, November, and December. The due date for each report is 30 days following the end of any given quarter.
(c) Upon the request of the City, the Contractor shall provide the City with an annual recovery plan performance report that provides information on how the Contractor is planning to ensure project outcomes are achieved in an effective, efficient, and equitable manner, and the Contractor’s progress on key performance indicators determined by the City (each such report, a “Report”). If the City requests a Report, the Contractor shall deliver the Report to the City no later than 30 days from the requested date; and

5. Services.

The Contractor shall perform the following services:

Activity Description Goals and/or
Benchmarks (BMs)
Deliverables
Phase 0:

Kick Off
Project
Orientation
and Work
Planning
Outline Project Goals,
milestones and deliverables
for:

1.Outreach and marketing,
including online/print
collateral,
translation/interpretation
services, events and activities

2.One-on-one TA, including
referral process and business
case updates

3.Training and Workshops

4.Data monitoring, sharing and
evaluation

Goals
• Established project
team
• Clear and agreed
upon goals and
deliverables
• Clear invoicing and
reporting
processes and
expectations

Work Plan
Org Chart and Staff
Consultant Directory
Process Workflow
Diagram
Baseline Reports

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

Phase 1:

Startup
Services
One-on-one
Technical
Assistance
Businesses referred by OIED or
PBIDs have the option to
receive no-cost one-on-one
business technical assistance
and consulting services.

One-on-one services should
include, but are not limited to:
a. Planning and Research
i. Business, strategic
growth, operations,
marketing, succession
planning;
ii. Market and
demographic research;
iii. Revenue modeling and
pro formas, e.g. tenant
improvements,
equipment, etc.
iv. Cost/benefit scenarios,
e.g. tenant
improvement,
equipment, etc.
b. Access to markets
i. Online market;
ii. Outdoor and/or pop-up
markets;
iii. Brick and mortar;
Benchmarks
• 250 Business
assisted
• 750 consulting
hours
• 100% OIED/PBID
referrals
• 7 new businesses
• 12 Jobs created
• 35 Jobs retained
• +$125,000 in net
revenue
• $3.75m in capital
secured
Goals
• The referral and
case resolution
process are
successful
• Businesses are
triaged and cases
are resolved
Reports
• Business intake
report
• Case report
Outreach and
Marketing
• Surveys, as
available
• Collateral
materials

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

c. Human resources
i. Employee onboarding
and training;
d. Operations Management
i. Merchandising;
ii. Inventory management;
iii. Floor layout;
e. Legal Assistance
i. Legal structure and
business formation;
ii. Employment and labor
laws;
iii. Commercial leases;
iv. Legal compliance;
f. Accounting and Bookkeeping
i. Point of sale systems;
ii. Accounting software;
iii. Tax guidance and filing
assistance
g. Online Presence and Digital
Marketing
i. Search engine
optimization;

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

ii. Online reviews;
iii. Social media marketing
and omnichannel
strategies;
iv. e-commerce;
h. Government Contracting
i. Bidding;
ii. Pitch deck;
iii. Creating partnerships;
and,
iv. Capability statements
v. Certifications such as
California Department
of General Services
small/micro business
certification
vi. City Funding
Requirements such as
BOTC, supplier ID,
insurance
requirements, etc.

Phase 1.5:

Evaluation
Q1
Report outputs and outcomes
quarterly. After each quarter,
the project team will meet and
agree on any adjustments
Q1 Report
Proposed
Adjustments

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

based on qualitative and
quantitative data.

Phase 2:

Ongoing
Services
Businesses have the option to
receive no-cost one-on-one
business technical assistance
and consulting services.

Attend PBID business walk
and/or events.

Additional services as
determined by Phase 1.5
Evaluation.

Benchmarks
• Business assisted:
250 quarterly /
1000 annually
• Consulting Hours:
750 quarterly /
3000 annually)
• 80% of referrals are
from OIED/PBIDs
• 30 new businesses
• 50 Jobs created
• 150 Jobs retained
• +$500,000 in net
revenue
• $15m in capital
secured
Goals
• The referral and
case resolution
process are
successful
• Businesses are
triaged and cases
are resolved

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit A -

Phase 2:

Quarterly
Evaluation
Report outputs and outcomes
quarterly. After each quarter,
the project team will meet and
agree on any adjustments
based on qualitative and
quantitative data.

Reports: Q2, Q3, Q4
Proposed
Adjustments, as
needed
Phase 3:

Close Out
Close out report summarizing
all the outputs and outcomes of
the year. Include testimonials
from business clients and
partners, and highlights
breakthrough achievements,
and challenges to consider for
future TA partnerships.

Close out report

PROFESSIONAL SERVICES AGREEMENT

Form Approved by City Attorney 1-30-2024 Attachment 1 to Exhibit B -

ATTACHMENT 1 TO EXHIBIT B

BUDGET

Cost Category Totals Grant Funds
Staff time (Salaries and Benefits) $232,244.00
Professional Services (consultants,
etc.) $52,500.00
Nonprofessional Services (translation,
events/workshops/trainings, etc.) $10,500.00
Materials and Supplies $1,200.00
Software and Data $1,500.00
Marketing Expenses $2,056.00
TOTAL $300,000.00