Sacramento City Council
May 27, 2025

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01005 5/27/2025 Item 12.

Agreement: Approve DTA Public Finance, Inc. as Special Tax Administrator on City Bonded Community Facilities Districts (CFD)
File ID: 2025-01005
Location: Citywide
Recommendation: Pass a Motion 1) approving DTA Public Finance, Inc. as Special Tax Administrator for City Bonded CFDs during fiscal years (FY) 2025/26 through 2029/30; and 2) authorizing the City Treasurer to enter into a Professional Services Agreement (Agreement) in an amount not to exceed $500,000.

Contact: Claudia Lara, Debt Analyst, (916) 808-2267, [email protected]; Brian Wong, Debt Manager, (916) 808-5811, [email protected]; Office of the City Treasurer Presenter: None
Attachments:
1-Description/Analysis
2-Professional Services Agreement (DTA Public Finance, Inc.) Description/Analysis
Issue Detail: The City is responsible for administering CFDs that levy special taxes for currently 14 CFDs, some of which have multiple improvement areas. The revenue generated from the special tax is used for paying debt service and other administrative costs associated with bonds issued to finance the construction of or acquisition of public facilities, or to finance the payment of development impact fees.

To assist with this administrative responsibility, the City is seeking the services of a special tax administrator to calculate the accurate apportionment of special tax levies to be submitted to Sacramento County, prepare an annual levy report for each CFD, calculate prepayment amounts, maintain historical levy and delinquency records for each CFD, and provide other similar services as needed.

Policy Considerations: The recommended action is consistent with the Sacramento City Code, Chapter 3.64 (Contracts for Professional Services).

File ID: 2025-01005 5/27/2025 Item 12.

Economic Impacts: None.

Environmental Considerations: The recommended action concerns administrative activities that will not have an effect on the environment. See 14 Cal. Code of Regs. §§15061(b)(3) and 15378(b) (2).

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Retaining the services of an independent special tax administrator will provide the City with the resources needed to maintain the current level of effort in preparing and tracking the annual levy for each CFD and for ensuring compliance with certain bond covenant and disclosure requirements. After reviewing the proposals submitted in response to a Request for Qualifications, the selection committee recommends DTA Public Finance, Inc. to serve as the special tax administrator through FY2029/30 to best meet the City’s needs.

Financial Considerations: The Agreement not-to-exceed amount is $500,000 for the term of the agreement. The annual cost of CFD administration varies depending on the number of parcels within each district and additional services required per CFD. All costs are individually budgeted and funded by the property owners within each CFD with no impact to the City’s General Fund.

Local Business Enterprise (LBE): LBE requirement was waived on January 2, 2025.

Background: Every five years the City Treasurer’s Office solicits Statement of Qualifications(SOQ) for Bonded CFD special tax administration services through the Request for Qualifications process. It was determined that DTA Public Finance, Inc., is the firm that best meets the needs of the City.

SOQs were received from the following four firms:
· DTA Public Finance, Inc.
· Goodwin Consulting Group, Inc.
· Harris & Associates, Inc.
· Webb Municipal Finance, LLC.

Evaluation Matrix:

DTA Goodwin
Consulting
Harris &
Associates
Webb
Municipal
Finance
Experience (25) 24.5 22 19.5 17.5
Qualifications (25) 25 25 18.5 20
Methodology /
Approach of Work (20)

18.5 18.5 18.5 17
Software Resources
(10)
9 8.5 6 6.5
References / History
with City of
Sacramento (15)
14 14 14.5 14
Pricing / Cost (5) 4.5 1.5 3.5 3.5
TOTAL 95.5 89.5 80.5 78.5

File ID: 2025-01005 5/27/2025 Item 12.

DTA Goodwin
Consulting
Harris &
Associates
Webb
Municipal
Finance
Experience (25) 24.5 22 19.5 17.5
Qualifications (25) 25 25 18.5 20
Methodology /
Approach of Work (20)

18.5 18.5 18.5 17
Software Resources
(10)
9 8.5 6 6.5
References / History
with City of
Sacramento (15)
14 14 14.5 14
Pricing / Cost (5) 4.5 1.5 3.5 3.5
TOTAL 95.5 89.5 80.5 78.5

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 1 PROJECT NAME: Special Tax AdministratorDEPARTMENT: Office of the City TreasurerDIVISION: Debt ManagementCITY OF SACRAMENTOPROFESSIONAL SERVICES AGREEMENTTHIS AGREEMENT is made at Sacramento, California, as of May 27, 2025, by and between the CITYOF SACRAMENTO, a municipal corporation (the“CITY”),andDTA Public Finance, Inc.18201 Von Karman Avenue, Suite 220Irvine, CA 92612(the“CONTRACTOR”),who agree as follows:1.Services.Subject to the terms and conditions set forth in this Agreement, the CONTRACTORshall provide to the CITY the services described in Exhibit A. The CONTRACTOR shall provide theservices at the time, place, and in the manner specified in Exhibit A. The CONTRACTOR shall notbe compensated for services outside the scope of Exhibit A unless prior to the commencementof the services (a) the CONTRACTOR notifies the CITY and the CITY agrees that the services areoutside the scope of Exhibit A; (b) the CONTRACTOR estimates the additional compensationrequired forthese additional services; and (c) the CITY, after notice, approves in writing aSupplemental Agreement specifying the additional services and amount of compensationtherefor. The CITY shall have no obligations whatsoever under this Agreement or anySupplemental Agreement, unless and until this Agreement or any Supplemental Agreement isapproved by theSacramento City Treasurer or the CityTreasurer’sauthorized designee, or bythe Sacramento City Council, as required by the Sacramento City Code.2.Payment.The CITY shall pay the CONTRACTOR for services rendered pursuant to thisAgreement at the times and in the manner set forth in Exhibit B. The payments specified inExhibit B shall be the only payments to be made to the CONTRACTOR for the services renderedpursuant to this Agreement unless pursuant to Section 1, above, the CITY approves additionalcompensation for additional services. The CONTRACTOR shall submit all billings for services tothe CITY in themanner specified in Exhibit B, or, if not specified in Exhibit B, according to theusual and customary procedures and practices that the CONTRACTOR uses for billing clientssimilar to the CITY.3.Facilities and Equipment.Except as set forth in Exhibit C, the CONTRACTOR shall, at its solecost and expense, furnish all facilities and equipment that may be required for theCONTRACTOR to perform services pursuant to this Agreement. The CITY shall furnish to theCONTRACTOR only the facilities and equipment listed in Exhibit C according to any terms andconditions set forth in Exhibit C.4.General Provisions.The General Provisions set forth in Exhibit D, which include indemnity andinsurance requirements, are part of this Agreement. In the event of any conflict between theGeneral Provisions and any terms or conditions of any document prepared or provided by theCONTRACTOR and made a part of this Agreement, including without limitation any document Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 2 relating to the scope of services or payment therefor, the General Provisions shall control overthose terms or conditions.5.NonDiscrimination in Employee Benefits.This Agreement is subject to the provisions ofSacramento City Code Chapter 3.54, NonDiscrimination in Employee Benefits by CityContractors. The requirements of Sacramento City Code Chapter 3.54 are summarized inExhibit E. The CONTRACTOR is required to sign the attached Declaration of Compliance (EqualBenefits Ordinance), to assure compliance with these requirements.6.Authority.The person signing this Agreement for the CONTRACTOR represents and warrantsthat the CONTRACTOR is fully authorized to sign this Agreement on behalf of CONTRACTOR andto bind the CONTRACTOR to the performance of its obligations hereunder. The parties may signthis Agreement with electronic or digital signatures.7.Exhibits.All exhibits referred to herein are attached hereto and are by this referenceincorporated as if set forth fully herein.Executed as of the day and year first above stated.CITY OF SACRAMENTOBy: ______________________________John P. Colville Jr., City TreasurerAPPROVED AS TO FORM:By:______________________________Senior Deputy City AttorneyATTEST:By:______________________________City ClerkDTA PUBLIC FINANCE, INC.Federal I.D. No.: 330171945State I.D. No.:City of SacramentoBusiness Op. Tax Cert. No.: 152700Type of Business Entity: CorporationBy: ______________________________David Taussig, Chairman/Managing DirectorAttachmentsExhibit A Scope of ServiceExhibit B Fee Schedule/Manner of PaymentExhibit CFacilities/Equipment ProvidedExhibit D General ProvisionsExhibit E NonDiscrimination in Employee Benefits

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 3 DECLARATION OF COMPLIANCEwithEQUAL BENEFITS ORDINANCEName of Contractor:DTA Public Finance, Inc.Address:18201 Von Karman Avenue, Suite 220, Irvine, CA 92612The abovenamed Contractor (the“CONTRACTOR”)hereby declares and agrees as follows:1. The CONTRACTOR has read and understands the Requirements of the NonDiscrimination inEmployee Benefits Code (the“Requirements”)attached hereto as Exhibit E.2. As a condition of receiving this Agreement,theCONTRACTOR agrees to fully comply with theRequirements, as well as any additional requirements that may be specified in the City ofSacramento’sNonDiscrimination in Employee Benefits Code codified at Chapter 3.54 of theSacramento City Code (the“Ordinance”).3. The CONTRACTOR understands, to the extent that such benefits are not preempted orprohibited by federal or state law, employee benefits covered by the Ordinance are any of thefollowing:a. Bereavement Leaveb. Disability, life, and other types of insurancec. Family medical leaved. Health benefitse. Membership or membership discountsf. Moving expensesg. Pension and retirement benefitsh. Vacationi. Travel benefitsj. Any other benefit offered to employeesThe CONTRACTOR agrees that iftheCONTRACTOR offers any of the abovelisted employeebenefits, the CONTRACTOR will offer those benefits, without discrimination betweenemployees with spouses and employees with domestic partners, and without discriminationbetween the spouses and domestic partners of such employees.4. The CONTRACTOR understands that it will not be considered to be discriminating in theprovision or application of employee benefits under the following conditions or circumstances:a. If the actual cost of providing a benefit to a domestic partner or spouse exceeds the costof providing the same benefit to a spouse or domestic partner of an employee,theCONTRACTOR will not be required to provide the benefit, nor shall it be deemeddiscriminatory, iftheCONTRACTOR requires the employee to pay the monetarydifference in order to provide the benefit to the domestic partner or to the spouse.b. IftheCONTRACTOR is unable to provide a certain benefit, despite taking reasonablemeasures to do so, and iftheCONTRACTOR provides the employee with a cash Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 4 equivalent, then the CONTRACTOR will not be deemed to be discriminating in theapplication of that benefit.c. If the CONTRACTOR provides employee benefits neither toemployee’sspouses nor toemployee’sdomestic partners.d. If the CONTRACTOR provides employee benefits to employees on a basis unrelated tomarital or domestic partner status.e. IftheCONTRACTOR submits written evidence of making reasonable efforts to enddiscrimination in employee benefits by implementing policies that will be enactedbefore the first effective date after the first open enrollment process following the datethis Agreement is executed by the City of Sacramento (the“City”).The CONTRACTORunderstands thatany delay in the implementation of such policies may not exceed one(1) year from the date this Agreement is executed by the City and applies only to thoseemployee benefits for which an open enrollment process is applicable.f. Until administrative steps can be taken to incorporate nondiscrimination in employeebenefits. The time allotted for these administrative steps will apply only to thoseemployee benefits for which administrative steps are necessary and may not exceedthree (3) months from the date this Agreement is executed by the City.g. Until the expiration of a current collective bargaining agreement(s) if employee benefitsare governed by such collective bargaining agreement(s).h. The CONTRACTOR takes all reasonable measures to end discrimination in employeebenefits by either requesting that the union(s) involved agree to reopen theagreement(s) in order for the CONTRACTOR to take whatever steps are necessary to enddiscrimination in employee benefitsor by ending discrimination in employee benefitswithout reopening the collective bargaining agreement(s).i. In the eventtheCONTRACTOR cannot end discrimination in employee benefits despitetaking all reasonable measures to do so,theCONTRACTOR provides a cash equivalent toeligible employees for whom employee benefits are not available. Unless otherwiseauthorized in writing by the City Treasurer,theCONTRACTOR understands this cashequivalent must begin at the time the union(s) refuse to allow the collective bargainingagreement(s) to be reopened or not longer than three (3) months after the date thisAgreement is executed by the City.5. The CONTRACTOR understands that failure to comply with the provisions of Section 4(a)through 4(i), above, will subjecttheCONTRACTOR to possible suspension and/or termination ofthis Agreement for cause; repayment of any or all of the Agreement amount disbursed by theCity; debarment for future agreements until all penalties and restitution have been paid in fulland/or for up to two (2) years; and/or the imposition of a penalty, payable to the City, in thesum of $50.00 for each employee, for each calendar day during which the employee wasdiscriminated against in violation of the provisions of the Ordinance.6. The CONTRACTOR understands and agrees to provide notice to each current employee and,within ten (10) days of hire, to each new employee, of their rights under the Ordinance. The Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 5 CONTRACTOR further agrees to maintain a copy of each such letter provided, in an appropriatefile for inspection by authorized representatives of the City. The CONTRACTOR also agrees toprominently display a poster informing each employee of these rights.7. The CONTRACTOR understands that the CONTRACTOR has the rightto request a waiver of, orexemption from, the provisions of the Ordinance by submitting a written request to theCity’sProcurement Services Division prior to Agreement award, which request shall identify theprovision(s) of the Ordinance authorizing such waiver or exemption and the factual basis forsuch waiver or exemption. The City shall determine in its sole discretion whether to approveany such request.8. The CONTRACTOR agrees to defend, indemnify and hold harmless, the City, its officers,employees and volunteers, against any claims, actions, damages, costs (including reasonableattorney fees), or other liabilities of any kind arising from anyviolation of the Requirements orof the Ordinance by the CONTRACTOR.The undersigned declares under penalty of perjury under the laws of the State of California that theforegoing is true and correct, and that he or she is authorized to bind the CONTRACTOR to theprovisions of this Declaration of Compliance.DTA Public Finance, Inc.By: _________________________________David Taussig, Chairman/Managing Director Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 6 EXHIBIT ASCOPE OF SERVICES1. Representatives.The CITY Representative for this Agreement is:Brian Wong, Debt ManagerOffice of the City TreasurerCity of Sacramento915 I Street, HCH, 3rdFloorSacramento, CA 95814Email:[email protected] Telephone: (916) 8085811All CONTRACTOR questions pertaining to this Agreement shall be referred to the CITYRepresentative or theRepresentative’sdesignee.The CONTRACTOR Representative for this Agreement is:David Taussig, Chairman/Managing DirectorDTA Public Finance, Inc.1801 Von Karman Avenue, Suite 220Irvine, CA 92612Email:[email protected]: (800) 9694382All CITY questions pertaining to this Agreement shall be referred to the CONTRACTORRepresentative. All correspondence totheCONTRACTOR shall be addressed to the address oremail address set forth on page one of this Agreement. Unless otherwise provided in thisAgreement, all correspondence to the CITY shall be addressed to the CITY Representative.2. Insurance.Insurance requirements are specified in Exhibit D, Section 11.3. Conflict of Interest Requirements.A.Generally.Under the California Political Reform Act, Government Code § 81000 et seq.,designated employees of the CITY are required to comply with theCITY’sConflict ofInterest Code. The term“designated employees”is a term of art and includesindividuals who are working for contractors who are providing services or performingwork for the CITY and who are considered to be“consultants”under the PoliticalReform Act. The term“consultant”generally includes individuals who make, orparticipate in making, governmental decisions or who serve in a staff capacity.Individuals who perform work that is solely clerical, ministerial, manual, or secretarialare not“consultants.” Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 7 TheCITY’sConflict of Interest Code requires designated employees, including individualswho qualify as“consultants,”to file the following statements of economic interests:(1) An“assuming office”statement of economic interests to be filed within 30 daysafter execution of the agreement between the City and the CONTRACTOR;(2) Annual statements of economic interests while the agreement remains in effect,to be filed not later than April 30 of each year; and(3) A“leaving office”statement of economic interests to be filed within 30 days ofcompletion of the Agreement.The above statements of economic interests are public records subject to publicdisclosure under the California Public Records Act.TheCITY’sConflict of Interest Code also requires individuals who qualify as“consultants”under the Political Reform Act to comply with the conflictofinterestprovisions of the Political Reform Act, which generally prohibit individuals from makingor participating in the making of decisions that will have a material financial effect ontheir economic interests.B.Conflict of Interest Statements.The individual(s) who will provide services or performwork pursuant to this Agreement are“consultants”within the meaning of the PoliticalReform Act and theCITY’sConflictof Interest Code:__yes ___ no[check one]If“yes”is checked above,theCONTRACTOR shall cause the following to occur within 30days after execution of this Agreement:(1) Identify the individuals who will provide services or perform work under thisAgreement as“consultants”.(2) Cause these individuals to file with the CITY Representative the“assuming office”statements of economic interests required bytheCITY’sConflict of InterestCode.Thereafter, throughout the term of the Agreement,theCONTRACTOR shall cause theseindividuals to file with the CITY Representative annual statements of economic interests,and“leaving office”statements of economic interests, as required by theCITY’sConflictof Interest Code. The CITY may withhold all or a portion of any payment due under thisAgreement until all required statements are filed.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 8

4. Scope of Services.The CONTRACTOR shall provide the CITY with some, or all the servicesdescribed below and with any other similar services that are required for administering theCITY’sBonded CFDs as the CITY determines, in its discretion, to be required for the BondedCFD(s) involved. In providing services, the CONTRACTOR must comply with all pertinentrequirements, legal and otherwise, that apply to the Bonded CFD(s). As used in this Section 4,“Bonded CFD”means a community facilities district that issues bonds secured by a pledge ofspecialtax revenues:A. Provide reports/datasets for each Bonded CFD which identifies the annual installmentamounts for each parcel, and the information on which it was based.B. Provide special tax installment information for each parcel, formatted in the requiredconfiguration and media, to the Sacramento County AuditorController's Office forplacement on the property tax roll.C. Correct and resubmit installment amounts that are rejected by the County AuditorController's office.D. Prepare an Annual Levy Report for each Bonded CFD summarizing the information usedto calculate the annual installment amount for each parcel, to be provided to the CITYby November 1st annually.E. Provide a database or other repository, including, training and technical support for CITYstaff to view the status of Bonded CFDs and parcels within each of the CFDs.F. Provide bond amortization schedules.G. Provide a phone number to field inquiries from CITY staff, property owners, titlecompanies and other interested parties regarding Bonded CFDs proceedings and annualinstallments.H. Provide prepayment quotes of special tax liens for all interested parties upon request.When applicable, fees for this service are paid by the requesting party. There will be nocharge if the CITY requests a prepayment analysis.I. Provide services, if necessary, for the correction of levies, tax rolls, and issuance ofrefunds. If such corrections are due to errors by the special tax administrator, neitherthe CITY nor property owners in the affected Bonded CFD will be responsible forcovering associated fees or charges to remedy the errors.J. Perform all required bond call spreads in accordance with applicable laws, bondcovenants, and coordinate the early redemption of outstanding bonds as needed.K. Maintain a historical record, preferably in database format, and for applicableattributes, all prior year records: parcel number, levy, parcel address, maximum tax, andparcel status.L. Perform necessary functions to comply with Revenue and Taxation Code 163, such asbut not limited to the following:

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 9 (1) The lien amount on each subject parcel at the time the lien was created.(2) In the case in which a lien has been completely satisfied, the date and amount ofthe payment in satisfaction of the lien, and the identity of the party that madethat payment.(3) The amount of the principal balance of the lien on each subject parcel.M. Prepare Delinquency Detail Reports of Bonded CFDs and other reports on an ad hocbasis as requested by the CITY.N. Complete CDIAC reports and any other reports on Bonded CFDs required by the State ofCalifornia or its agencies for review by the CITY, 20 business days prior to due date.O. Notify the CITY of changes in laws or best practices affecting Bonded CFDs.P. Perform analysis on Bonded CFDs at the end of their life cycle and recommend actionsto close Bonded CFDs in accordance with California laws.Q. Provide electronic files of parcel data for use by CITY in geographical information system(GIS) applications.Note:The computer software used or developed by the CONTRACTOR in performing its work are proprietaryand shall remain property owned solely by or licensed by a third party to the CONTRACTOR.CONTRACTOR will neither provide a license for nor deliver a model/formula, template (i.e., Excel, Word,etc), or supporting database in which software would be licensed on a subscription basis. However, thefixed final work product delivered by CONTRACTOR shall belong to the CITY.All proprietary and other information received from CONTRACTOR including CONTRACTOR ConfidentialInformation, whether received in connection with CONTRACTOR’sproposal to Customer or inconnection with any services or software purchased by CITY, will be disclosed upon receipt of a requestfor disclosure, pursuant to the California Public Records Act; provided, however, that, if any suchinformation is set apart and clearly marked "trade secret' when it is provided to CITY, CITY shall givenotice to CONTRACTORof the request for disclosure of such information. CONTRACTOR shall then havefive (5) calendar days from the date it receives such notice to petition the court for a protective order toprevent the disclosure of the information. CONTRACTOR shall have sole responsibility for defense of theactual“trade secret”designation of such information. The parties understand and agree that any failureby CONTRACTOR to respond to the notice provided by CITY, in accordance with the provisions of thissection, shall constitute a complete waiver by CONTRACTOR of any rights regarding the informationdesignated“trade secret”by CONTRACTOR’sor anyother CONTRACTOR Confidential Informationsubject to the request, and such information shall be disclosed by CITY pursuant to applicableprocedures required by the California Public Records Act.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 10 EXHIBIT BFEE SCHEDULE/MANNER OF PAYMENT1. CONTRACTOR’sCompensation.The CITY shall compensate the CONTRACTOR for the performance of services on a quarterlybasis based on the schedule below:Task DescriptionPerBonded CFDPerParcelBonded CFD Administration & Levy Preparation $ 4,000.00 + $ 1.00Additional Services as Requested by the CITYDisclosure Reports & All Reporting Obligations IncludedDelinquency Special Tax Management & AdministrationHourly Rate(not to exceed $500 per Bonded CFD)OnLine Parcel LookUp (Software & Maintenance) $3,500 per yearAdditional Services Hourly RatePresident/Managing Director $ 300 per HourSenior Vice President$ 275 per HourVice President $ 250 per HourSenior Manager$ 210 per HourManager $ 200 per HourSenior Associate$ 190 per HourAssociate III $ 175 per HourAssociate II$ 165 per HourAssociate I $ 150 per HourResearch Associate II$ 140 per HourResearch Associate I $ 125 per HourThe rates in Section 1 will remain fixed for the duration of this professional services agreement.2. CONTRACTOR’sReimbursable Expenses.Reimbursable expenses will not exceed $2,500annually. Reimbursable expenses are limited to theCONTRACTOR’soutofpocket andadministrative expenses equal to 3% monthly billings for labor, plus travel costs and any outsidevendor payments that are necessary for the proper completion of the Services and will bepayable only if specifically authorized in advance by the CITY.3. Maximum Compensation and Reimbursable Expenses.The total of all fees paid to theCONTRACTOR for the performance of all services under this Agreement (including AdditionalServices authorized under section 5 of this Exhibit B), plus all authorized ReimbursableExpenses, may not exceed$500,000through the maximum term of this Agreement.4. Payments to CONTRACTOR.A. Payments to the CONTRACTOR shall be made within a reasonable time after receipt ofCONTRACTOR’sinvoice, in proportion to services performed or as otherwise specified in Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 11 Attachment 1 to Exhibit B. The CONTRACTOR may request payment on a monthly basis.The CONTRACTOR shall be responsible for the cost of supplying all documentationnecessary to verify the monthly billings to the satisfaction of the CITY.B. All invoices submitted by the CONTRACTOR shall contain the followinginformation:(1) Job Name(2) Description of services billed under this invoice, and overall status of project(3) Date of Invoice Issuance(4) Sequential Invoice Number(5)CITY’sPurchase Order Number(6) Total Amount(7) Amount of this Invoice (Itemize all Reimbursable Expenses)(8) Total Billed to Date(9) Total Remaining on this Agreement(10) Updated project schedule. This shall identify those steps that shall be taken tobring the project back on schedule if it is behind schedule.C. Billings that do not conform to the format outlined above shall be returned to theCONTRACTOR for correction. The CITY shall not be responsible for delays in payment tothe CONTRACTOR resulting from theCONTRACTOR’sfailure to comply with the invoiceformat described above.D. Requests for payment shall be sent to:Brian Wong, Debt ManagerOffice of the City TreasurerCity of Sacramento915 I Street, HCH, 3rdFloorSacramento, CA 95814Email:[email protected]. Additional Services.Additional Services are those services related to the scope of services ofCONTRACTOR set forth in Exhibit A but not anticipated at the time of execution of thisAgreement. Additional Services shall be provided only when a Supplemental Agreementauthorizing the Additional Services is approved by the CITY in accordance with theCITY’sSupplemental Agreement procedures. The CITY reserves the right to perform any AdditionalServices with its own staff or to retain other contractors to perform the Additional Services.6. Accounting Records of CONTRACTOR.During performance of this Agreement and for a periodofthree (3) yearsafter completing all Services and Additional Services hereunder, theCONTRACTOR shall maintain all accounting and financial records related to this Agreement,including but not limited to records of theCONTRACTOR’scosts for all Services and AdditionalServices performed under this Agreement and records of theCONTRACTOR’sReimbursableExpenses, in accordance with generally accepted accounting practices, and shall keep and make Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 12 the records available for inspection and audit by representatives of the CITY upon reasonablewritten notice.7. Taxes.The CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result ofCONTRACTOR’scompensation hereunder, including estimated taxes, and shall provide the CITYwith proof of the payment upon request. The CONTRACTOR hereby agrees to indemnify theCITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by the CITYarising out of theCONTRACTOR’sbreach of this Section 7.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 13 EXHIBIT CFACILITIES AND EQUIPMENT TO BE PROVIDED BY CITYCITY shall [check one]______Not furnish any facilities or equipment for thisAgreement;orFurnish the following facilities or equipment forthe Agreement [list, if applicable]:

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 14 EXHIBIT DGENERAL PROVISIONS1. Independent Contractor.A. It is understood and agreed that the CONTRACTOR (including theCONTRACTOR’semployees) is an independent contractor and that no relationship of employeremployee exists between the parties hereto for any purpose whatsoever. Neither theCONTRACTOR nor theCONTRACTOR’sassigned personnel shall be entitled to anybenefits payable to employees of the CITY. The CITY is not required to make anydeductions or withholdings from the compensation payable to the CONTRACTOR underthe provisions of this Agreement, and the CONTRACTOR shall be issued a Form 1099 forits services hereunder. As an independent contractor, the CONTRACTOR hereby agreesto indemnify and hold the CITY harmless from any and all claims that may be madeagainst the CITY based upon any contention by any of theCONTRACTOR’semployees orby any third party, including but not limited to any state or federal agency, that anemployeremployee relationship or a substitute therefor exists for any purposewhatsoever by reason of this Agreement or by reason of the nature and/or performanceof any Services under this Agreement. (As used in this Exhibit D, the term“Services”shall include both services, and Additional Services assuch terms are defined elsewherein this Agreement.)B. It is further understood and agreed by the parties hereto that the CONTRACTOR, in theperformance of its obligations hereunder, is subject to the control and direction of theCITY as to the designation of tasks to be performed and the results to be accomplishedunder this Agreement, but not as to the means, methods, or sequence used by theCONTRACTOR for accomplishing such results. To the extent that the CONTRACTORobtains permission to, and does, use CITY facilities, space, equipment or supportservices in the performance of this Agreement, this useshall be at theCONTRACTOR’ssole discretion based on theCONTRACTOR’sdetermination that such use will promotetheCONTRACTOR’sefficiency and effectiveness. Except as may be specifically providedelsewhere in this Agreement, the CITY does not require that the CONTRACTOR use CITYfacilities, equipment or support services or work inCITY locations in the performance ofthis Agreement.C. If, in the performance of this Agreement, any third persons are employed by theCONTRACTOR, such persons shall be entirely and exclusively under the direction,supervision, and control of the CONTRACTOR. Except as may be specifically providedelsewhere in this Agreement, all terms of employment, including hours, wages, workingconditions, discipline, hiring, and discharging, or any other terms of employment orrequirements of law, shall be determined by the CONTRACTOR. It is further understoodand agreed that the CONTRACTOR shall issue W2 or 1099 Forms for income andemployment tax purposes, for all of theCONTRACTOR’sassigned personnel andsubcontractors.D. The provisions of this Section 1 shall survive any expiration or termination of thisAgreement. Nothing in this Agreement shall be construed to create an exclusive Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 15 relationship between the CITY and the CONTRACTOR. The CONTRACTOR may represent,perform services for, or be employed by such additional persons or companies as theCONTRACTOR sees fit provided that the CONTRACTOR does not violate the provisions ofSection 5, below.2. Licenses; Permits, Etc.The CONTRACTOR represents and warrants that it has all licenses,permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoevernature that are legally required for it to practice its profession or provide any services under theAgreement. The CONTRACTOR represents and warrants that it shall, at its sole cost andexpense, keep in effect or obtain at all times during the term of this Agreement any licenses,permits, and approvals that are legally required for it to practice its profession or provide suchServices. Without limiting the generality of the foregoing, if the CONTRACTOR is an outofstatecorporation, then the CONTRACTOR warrants and represents that it possesses a valid certificateof qualification to transact business in the State of California issued by the California Secretaryof State pursuant to Section 2105 of the California Corporations Code.3.Time.The CONTRACTOR shall devote such time and effort to the performance of Servicespursuant to this Agreement as is necessary for the satisfactory and timely performance of theCONTRACTOR’sobligations under this Agreement. Neither party shall be considered in defaultof this Agreement, to the extent thatparty’sperformance 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 the CITY may specify in writing, the CONTRACTOR andCONTRACTOR’spersonnel shall have no authority, express or implied, to act on behalf of theCITY in any capacity whatsoever as an agent. The CONTRACTOR and its personnel shall have noauthority, express or implied, to bind the CITY to any obligations whatsoever.5.Conflicts of Interest.The CONTRACTOR covenants that neither it, nor any officer or principal ofits firm, has or shall acquire any interest, directly or indirectly, that would conflict in anymanner with the interests of the CITY or that would in any way hinder theCONTRACTOR’sperformance of Services under this Agreement. The CONTRACTOR further covenants that in theperformance of this Agreement, no person having any such interest shall be employed by it asan officer, employee, agent or subcontractor, without the written consent of theCITY. TheCONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interestwith the interests of the CITY at all times during the performance of this Agreement. If theCONTRACTOR is or employs a former officer or employee of the CITY, the CONTRACTOR andany such employee(s) shall comply with the provisions of Sacramento City Code Section2.16.090 pertaining to appearances before the City Council or any CITY department, board,commission, or committee.6.Confidentiality of CITY Information.During performance of this Agreement, the CONTRACTORmay gain access to and use CITY information regarding inventions, machinery, products, prices,apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes,trade secrets, technical matters, systems, facilities, customer lists, product design, copyright,data, and other vital information (hereafter collectively referred to as“City Information”)thatare valuable, special and unique assets of the CITY. The CONTRACTOR agrees to protect all CityInformation and treat it as strictly confidential and further agrees that the CONTRACTOR shallnot at any time, either directly or indirectly, divulge, disclose or communicate in any manner Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 16 any City Information to any third party without the prior written consent of CITY. In addition,the CONTRACTOR shall comply with all CITY policies governing the use of the CITY network andtechnology systems, as set forth in applicable provisions of the City of SacramentoAdministrative Policy Instructions # 30 and the City Information Security Policy. A violation bythe CONTRACTOR of this Section 6 shall be a material violation of this Agreement and shalljustify legal and/or equitable relief.7.CONTRACTOR Information.A. The CITY shall have full ownership and control, including ownership of any copyrights, ofall information prepared, produced, or provided by the CONTRACTOR pursuant to thisAgreement. In this Agreement, the term“information”shall be construed to mean andinclude any and all work product, submittals, reports, plans, specifications, and otherdeliverables consisting of documents, writings, handwritings, typewriting, printing,photostatting, photographing, computer models, and any othercomputerized data andevery other means of recording any form of information, communications, orrepresentation, including letters, works, pictures, drawings, sounds, or symbols, or anycombination thereof. The CONTRACTOR shall not be responsible for any unauthorizedmodification or use of such information other than its intended purpose by the CITY.B. The CONTRACTOR shall fully defend, indemnify and hold harmless the CITY, its officersand employees, and each and every one of them, from and against any and all claims,actions, lawsuits or other proceedings alleging that all or any part of the informationprepared, produced, or provided by the CONTRACTORpursuant to this Agreementinfringes upon any thirdparty’strademark, trade name, copyright, patent or otherintellectual property rights. The CITY shall make reasonable efforts to notify theCONTRACTOR not later than ten (10) days after the CITY is served with any such claim,action, lawsuit or other proceeding, providedthat theCITY’sfailure to provide suchnotice within such time period shall not relieve the CONTRACTOR of its obligationshereunder, which shall survive any termination or expiration of this Agreement.C. All proprietary and other information received from the CONTRACTOR by the CITY,whether received in connection with theCONTRACTOR’sproposal to the CITY or inconnection with any Services performed by the CONTRACTOR, will be disclosed uponreceipt of a request for disclosure, pursuant to the California Public Records Act;provided, however, that, if any information is set apart and clearly marked“tradesecret”when it is provided to the CITY, the CITY shall give notice to the CONTRACTOR ofany request for the disclosure of such information. The CONTRACTOR shall then havefive (5) days from the date it receives such notice to enter into an agreement with theCITY, satisfactory to the City Attorney, providing for the defense of, and completeindemnification and reimbursement for all costs (including theplaintiff’sattorney fees)incurred by the CITY in any legal action to compel the disclosure of such informationunder the California Public Records Act. The CONTRACTOR shall have sole responsibilityfor defense of the actual“trade secret”designation of such information.D. The parties understand and agree that any failure by the CONTRACTOR to respond tothe notice provided by the CITY and/or to enter into an agreement with the CITY, inaccordance with the provisions of subsection 7.C, above, shall constitute a complete Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 17 waiver by the CONTRACTOR of any rights regarding the information designated“tradesecret”by the CONTRACTOR, and such information shall be disclosed by the CITYpursuant to applicable procedures required by the California Public Records Act.8. Standard of Performance.The CONTRACTOR shall perform all Services required pursuant tothis Agreement in the manner and according to the standards currently observed by acompetent practitioner of theCONTRACTOR’sprofession in California. All products ofwhatsoever nature that the CONTRACTOR delivers to the CITY pursuant to this Agreement shallbe prepared in a professional manner and conform to the standards of quality normallyobserved by a person currently practicing in theCONTRACTOR’sprofession, and shall beprovided in accordance with any schedule of performance specified in Exhibit A. TheCONTRACTOR shall assign only competent personnel to perform Services pursuant to thisAgreement. The CONTRACTOR shall notify the CITY in writing of any changes in theCONTRACTOR’sstaff assigned to perform the Services required under this Agreement, prior toany such performance. In the event that the CITY, at any time during the term of thisAgreement, desires the removal of any person assigned by the CONTRACTOR to performServices pursuant to this Agreement, because the CITY, in its sole discretion, determines thatsuch person is not performing in accordance with the standards required herein, theCONTRACTOR shall remove such person immediately upon receiving notice from the CITY of thedesire of the CITY for the removal of such person.9. Term; Suspension; Termination.A. This Agreement shall become effective on the date that it is approved by both parties,set forth on the first page of the Agreement (the“Effective Date”),and shall continue ineffect until both parties have fully performed their respective obligations under thisAgreement or until June 30, 2030, unless sooner terminated or extended as providedherein.B. The CITY shall have the right at any time to temporarily suspend theCONTRACTOR’sperformance hereunder, in whole or in part, by giving a written notice of suspension tothe CONTRACTOR. If the CITY gives such notice of suspension, the CONTRACTOR shallimmediately suspend its activities under this Agreement, as specified in such notice.C. The CITY shall have the right to terminate this Agreement at any time by giving a writtennotice of termination to the CONTRACTOR. If the CITY gives such notice of termination,the CONTRACTOR shall immediately cease rendering Services pursuant to thisAgreement. If the CITY terminates this Agreement:(1) The CONTRACTOR shall, not later than five (5) days after such notice oftermination, deliver to CITY copies of all information prepared pursuant to thisAgreement.(2) The CITY shall pay the CONTRACTOR the reasonable value of Services renderedby the CONTRACTOR prior to termination; provided, however, the CITY shall notin any manner be liable for lost profits that might have been made by theCONTRACTOR had the Agreement not been terminated or had the CONTRACTORcompleted the Services required by this Agreement. In this regard, the Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 18 CONTRACTOR shall furnish to the CITY such financial information as in thejudgment of the CITY is necessary for the CITY to determine the reasonable valueof the Services rendered by the CONTRACTOR. The foregoing is cumulative anddoes not affect any right or remedy that the CITY may have in law or equity.10. Indemnity.A.Indemnity.The CONTRACTOR shall defend, hold harmless and indemnify the CITY, itsofficers and employees, and each and every one of them, from and against any and allactions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costsand expenses of every type and description, including, but not limited to, any feesand/or costs reasonably incurred by theCITY’sstaff attorneys or outside attorneys andany fees and expenses incurred in enforcing this provision (hereafter collectivelyreferred to as“Liabilities”),including but not limited to Liabilities arising from personalinjury or death, damage to personal, real or intellectual property or the environment,contractual or other economic damages, or regulatory penalties, arising out of or in anyway connected with performance of or failure to perform this Agreement by theCONTRACTOR, any subconsultant, subcontractor or agent, anyone directly or indirectlyemployed byany of them or anyone for whose acts any of them may be liable, whetheror not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) suchLiabilities are litigated, settled or reduced to judgment; provided that the foregoingindemnity does not apply to liabilityfor any damage or expense for death or bodilyinjury to persons or damage to property to the extent arising from the sole negligenceor willful misconduct of the CITY, its agents, servants, or independent contractors whoare directly responsible to the CITY, except when such agents, servants, or independentcontractors are under the direct supervision and control of the CONTRACTOR.B.Insurance Policies; Intellectual Property Claims.The existence or acceptance by the CITYof any of the insurance policies or coverages described in this Agreement shall not affector limit any of theCITY’srights under this Section 10, norshall the limits of suchinsurance limit the liability of the CONTRACTOR hereunder. This Section 10 shall notapply to any intellectual property claims, actions, lawsuits or other proceedings subjectto the provisions of Section 7.B., above. The provisions of this Section 10 shall surviveany expiration or termination ofthis Agreement.11. Insurance Requirements.During the entire term of this Agreement, the CONTRACTOR shallmaintain the insurance coverage described in this Section 11.Full compensation for all premiums that the CONTRACTOR is required to pay for the insurancecoverage described herein shall be included in the compensation specified for the Servicesprovided by CONTRACTOR under this Agreement. No additional compensation will be providedfor theCONTRACTOR’Sinsurance premiums.If the CONTRACTOR maintains broader coverage and/or higher limits than the minimumsshown below, the CITY requires and shall be entitled to the broader coverage and/or the higherlimits maintained by the CONTRACTOR. Any available insurance proceeds in excess of thespecified minimum limits of insurance and coverage shall be available to the CITY.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 19 It is understood and agreed by the CONTRACTOR that its liability to the CITY shall not in anyway be limited to or affected by the amount of insurance coverage required or carried by theCONTRACTOR in connection with this Agreement.A.General Liability Minimum Scope and Limits of Insurance Coverage.CommercialGeneral Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01on 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 behalfof the CONTRACTOR, its subconsultants, and subcontractors, products and completedoperations of the CONTRACTOR, its subconsultants, and subcontractors, and premisesowned, leased, or used by the CONTRACTOR, its subconsultants, and subcontractors,with limits of not less than one million dollars ($1,000,000) per occurrence. The policyshall provide contractual liability and products and completed operations coverage forthe term of the policy. If a general aggregate limit applies, either the general aggregatelimit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shallbe twice the required occurrence limit.The CITY, its officials, employees, andvolunteers shall be covered by policy terms orendorsement as additional insureds as respects to general liability arising out of:activities performed by or on behalf of the CONTRACTOR, its subconsultants, andsubcontractors; products and completed operations of the CONTRACTOR, its subconsultants, and subcontractors; and premises owned, leased, or used by theCONTRACTOR, its subconsultants, and subcontractors.B.Automobile Liability Minimum Scope and Limits of Insurance Coverage.(Check theapplicable provision.)_____ Automobile Liability Insurance is required providing coverage at least asbroad 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, nonownedand/or hired autos as appropriate to the operationsof the CONTRACTOR.The CITY, its officials, employees and volunteers shall be covered by policy terms orendorsement as additional insureds as respects to auto liability.__N/A__ No automobile liability insurance is required, and by signing this Agreement,CONTRACTOR certifies as follows:“CONTRACTORcertifies that a motor vehicle will not be used in the performance of anywork or services under this agreement. If, however, the CONTRACTOR does transportitems under this Agreement, or this Agreement is amended to require any employees ofthe CONTRACTOR to use a vehicle to perform services under the Agreement, theCONTRACTOR understands that it must maintain and provide evidence of automobileliability insurance providing coverage at least as broad as ISO Form CA 00 01 for bodilyinjury, including death, of one or more persons, property damage and personal injury, Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 20 with limits of not less than one million dollars ($1,000,000) per occurrence. The policyshall provide coverage for owned, nonowned and/or hired autos as appropriate to theoperations of theCONTRACTOR.”C.Umbrella or Excess Policies.(1) CONTRACTOR may use Umbrella or Excess policies to provide theliability limitsas required. This form of insurance will be acceptable provided that the Primaryand Umbrella or Excess Policies shall provide all of the insurance coveragerequired, including but not limited to primary and noncontributory, additionalinsured, SelfInsured Retentions (SIRs), indemnity, and defense obligations.Umbrella or Excess policies shall be provided on a true“following form”orbroader coverage basis, with coverage at least as broad as provided in theunderlying primary policy.(2) Any Umbrella or Excess insurance shall contain, or be endorsed to contain, aprovision that it shall apply on a primary basis for the benefit of the CITY, andany insurance or selfinsurance maintained by the CITY, its officials, employees,or volunteers shall be in excess of such umbrella or excess coverage and shall notcontribute with it. No insurance policies maintained by the CITY, whetherPrimary or Excess, and which also applyto a loss covered hereunder, shall becalled upon to contribute to a loss until theCONTRACTOR’SPrimary and Excessliability policies are exhausted.D.Workers’Compensation Minimum Scope and Limits of Insurance Coverage.(Check theapplicable provision.)____Workers’Compensation Insurance is required with statutory limits andEmployers' Liability Insurance with limits of not less than one million dollars($1,000,000). The Workers' Compensation policy shall include a waiver ofsubrogation in favor of theCITY. CONTRACTOR agrees to obtain anyendorsement that may be necessary to affect this waiver of subrogation, butthis provision applies regardless of whether or not the CITY has received awaiver of subrogation endorsement from an insurer._N/A_ No work or services will be performed on or at CITY facilities or CITYproperty. Therefore, aWorkers’Compensation waiver of subrogation in favor ofthe CITY is not required._N/A_ NoWorkers’Compensation insurance is required, and by signing thisAgreement, CONTRACTOR certifies as follows:“CONTRACTORcertifies that its business has no employees, and that it does notemploy anyone, and is therefore exempt from the legal requirements to provideWorkers' Compensation insurance. If, however, the CONTRACTOR hires anyemployee during the term of this Agreement, the CONTRACTOR understandsthatWorkers’Compensation with statutory limits andEmployer’sLiability Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 21 Insurance with a limit of not less than one million dollars ($1,000,000) isrequired. TheWorkers’Compensation policy will include a waiver of subrogationin favor of theCITY.”E.Professional Liability Minimum Scope and Limits of Insurance Coverage.ProfessionalLiability Insurance providing coverage on a claimsmade basis for errors and omissions,or malpractice with limits of not less than one million dollars ($1,000,000):__Is ____ Is not[check one]required for this Agreement.If Professional Liability insurance is required:(1) The retroactive date must be shown and must be before the date of the contract orthe beginning of contract work.(2) Insurance must be maintained and evidence of insurance must be provided for atleast three (3) years after completion of the contract.(3) If coverage is canceled or nonrenewed, and not replaced with another claimsmadepolicy form with a Retroactive Date prior to the Agreement effective date, theCONTRACTOR must purchase“extended reporting”coverage for a minimum ofthree (3) years after completion of contract work.F. Other Insurance Provisions.The policies are to contain, or be endorsed to contain, thefollowing provisions:(1)CONTRACTOR’Sinsurance coverage, including excess insurance, shall be primaryand noncontributory insurance as respects to the CITY, its officials, employees,and volunteers. Any insurance or selfinsurance maintained by the CITY, itsofficials, employees, or volunteers shall be in excess of theCONTRACTOR’Sinsurance and shall not contribute with it.(2) Any failure to comply with reporting provisions of the policies shall not affectcoverage provided to the CITY, its officials, employees, or volunteers.(3) Coverage shall state that theCONTRACTOR’Sinsurance shall apply separately toeach insured against whom claim is made or suit is brought, except with respectto the limits of theinsurer’sliability.(4) The CITY will be provided with thirty (30) days written notice of cancellation ormaterial change in the policy language or terms.G. Waiver of Subrogation.CONTRACTOR hereby grants to the CITY a waiver of any right tosubrogation which any insurer of CONTRACTOR may acquire against the CITY by virtueof the payment of any loss under such insurance. CONTRACTOR agrees to obtain anyendorsement that may be necessary to affect this waiver of subrogation, but thisprovision applies regardless of whether or not the CITY has received a waiver ofsubrogation endorsement from the insurer.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 22 H. Acceptability of Insurance.Insurance shall be obtained from insurers with an A.M. Bestcredit rating of not less than A and a financial size category of not less than VI. Selfinsured retentions, policy terms or other variations that do not comply with therequirements of this Section 11 must be declared to and approved by the CITY in writingprior to execution of this Agreement.I. Verification of Coverage(1) CONTRACTOR shall furnish the CITY with certificates and required endorsementsevidencing the insurance required. The certificates and endorsements shall beforwarded to the CITY representative named in Exhibit A. Copies of policies shallbe delivered to the CITY on demand.(2) During the term of this Agreement, CONTRACTOR shall send insurancecertificates and endorsements, including policy renewals, directly to:City of Sacramentoc/o EXIGIS LLCP.O. Box 947Murrieta, CA 92564Insurance certificates also may be emailed to:[email protected](3) Certificate Holder must be listed as:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564(4) The CITY may withdraw its offer of contract or cancel this Agreement if thecertificates of insurance and endorsements required have not been provided priorto execution of this Agreement. The CITY may withhold payments to CONTRACTORor cancel this Agreement if the insurance is canceled or CONTRACTOR otherwiseceases to be insured as required herein.J. Subcontractors.CONTRACTOR shall require and verify that all subconsultants andsubcontractors maintain insurance coverage that meets the minimum scope andlimitsof insurance coverage specified in this Exhibit D.12. Equal Employment Opportunity.During the performance of this Agreement, theCONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:A.Compliance with Regulations. TheCONTRACTOR shall comply with the Executive Order11246 entitled“EqualOpportunity in FederalEmployment”,as amended by ExecutiveOrders 11375 and 12086, and as supplemented in Department of Labor regulations (41CFR Chapter 60), hereinafter collectively referred to as the“Regulations.” Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 23 B.Nondiscrimination.The CONTRACTOR, with regards to the work performed by it afteraward and prior to completion of the work pursuant to this Agreement, shall notdiscriminate on the ground of race, color, religion, sex, national origin, age, maritalstatus, physical handicap or sexual orientation in selection and retention ofsubcontractors, including procurement of materials and leases of equipment. TheCONTRACTOR shall not participate either directly or indirectly in discriminationprohibited by the Regulations.C.Solicitations for Subcontractors, Including Procurement of Materials and Equipment. Inall solicitations either by competitive bidding or negotiations made by the CONTRACTORfor work to be performed under any subcontract, including all procurement of materialsor equipment, each potential subcontractor or supplier shall be notified by theCONTRACTOR of theCONTRACTOR’sobligation under this Agreement and theRegulations relative to nondiscrimination on the ground of race, color, religion, sex,national origin, age, marital status, physical handicap or sexual orientation.D.Information and Reports.The CONTRACTOR shall provide all information and reportsrequired 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 andits facilities as may be determined by the CITY to be pertinent to ascertain compliancewith such Regulations, orders and instructions. Where any information required of theCONTRACTOR is in the exclusive possession of another who fails or refuses to furnishthis information, the CONTRACTOR shall so certify to the CITY, and shall set forth whatefforts it has made to obtain the information.E.Sanctions for Noncompliance.In the event of noncompliance by the CONTRACTOR withthe nondiscrimination provisions of this Agreement, the CITY shall impose suchsanctions as it may determine to be appropriate including, but not limited to thefollowing:(1) Withholding of payments to the CONTRACTOR under this Agreement until theCONTRACTOR complies; and(2) Cancellation, termination, or suspension of the Agreement, in whole or inpart.F.Incorporation of Provisions. The CONTRACTOR shall include the provisions ofsubsections 12.A through 12.E, above, in every subcontract, including procurement ofmaterials and leases of equipment, unless exempted by the Regulations, or by any orderor instructions issued pursuant thereto. The CONTRACTOR shall take such action withrespect to any subcontract or procurement as the CITY may direct as a means ofenforcing such provisions including sanctions for noncompliance; provided, however,that in the event the CONTRACTOR becomes involved in, or is threatened with, litigationwith a subcontractor or supplier as a result of such direction, the CONTRACTOR mayrequest CITY to enter such litigation to protect the interests of CITY.13. Entire Agreement.This document, including all exhibits, contains the entire agreementbetween the parties and supersedes whatever oral or written understanding they may havehad prior to the execution of this Agreement. No alteration to the terms of this Agreement Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 24 shall be valid unless approved in writing by the CONTRACTOR, and by the CITY, in accordancewith applicable provisions of the Sacramento City Code.14. Severability.If any portion of this Agreement or the application thereof to any person orcircumstance shall be held invalid or unenforceable, the remainderof this Agreement shall notbe affected thereby and shall be enforced to the greatest extent permitted by law.15. Waiver.Neither theCITY’sacceptance of, or payment for, any Service or Additional Serviceperformed by the CONTRACTOR, nor any waiver by either party of any default, breach orcondition precedent, shall be construed as a waiver of any provision of this Agreement, nor as awaiver of any other default, breach or condition precedent or any other right hereunder.16. Enforcement of Agreement.This Agreement shall be governed, construed and enforced inaccordance with the laws of the State of California. Venue of any litigation arising out of orconnected with this Agreement shall lie exclusively in the state trial court or Federal DistrictCourt located in Sacramento County in the State of California, and theparties’consent tojurisdiction over their persons and over the subject matter of any such litigation in such courts,and consent to service of process issued by such courts.17. Assignment Prohibited.The expertise and experience of the CONTRACTOR are materialconsiderations for the completion of Services and Additional Services associated with thisAgreement. The CITY has a strong interest in the qualifications and capabilityof the personsand entities that will fulfill the obligations imposed on the CONTRACTOR under this Agreement.In recognition of this interest, the CONTRACTOR shall not assign any right or obligationpursuant to this Agreement without the written consent of the CITY. Any attempted orpurported assignment without theCITY’swritten consent shall be void and of no effect.18. Binding Effect.This Agreement shall be binding on the heirs, executors, administrators,successors, and assigns of the parties, subject to the provisions of Section 17, above.19. Use Tax Requirements.During the performance of this Agreement, the CONTRACTOR, foritself, its assignees and successors in interest, agrees as follows:A.Use Tax Direct Payment Permit. For all leases and purchases of materials, equipment,supplies, or other tangible personal property used to perform the Agreement andshipped from outside California, the Contractor and any subcontractors leasing orpurchasing such materials, equipment, suppliesor other tangible personal propertyshall obtain a Use Tax Direct Payment Permit from the California Department of Taxand Fee Administration(“CDTFA”)in accordance with the applicable CDTFA criteria andrequirements.B.Sellers Permit.Not Applicable.C. The above provisions shall apply in all instances unless prohibited by the funding sourcefor the Agreement.

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 25 EXHIBIT EREQUIREMENTS OF THE NONDISCRIMINATION IN EMPLOYEE BENEFITS CODEINTRODUCTIONThe Sacramento NonDiscrimination in Employee Benefits Code (the“Ordinance”),codified asSacramento City Code Chapter 3.54, prohibits City contractors from discriminating in the provision ofemployee benefits between employees with spouses and employees with domestic partners, andbetween the spouses and domestic partners of employees.APPLICATIONThe provisions of the Ordinance apply to any contract or agreement (as defined below), between aContractor and the City of Sacramento, in an amount exceeding $250,000.00. The Ordinance appliesto that portion of acontractor’soperations that occur (i) within the City of Sacramento; (ii) on realproperty outside the City of Sacramento if the property is owned by the City or if the City has a right tooccupy the property; or (iii) at any location where a significant amount of work related to a Citycontract is being performed.The Ordinance does not apply to subcontractors or subcontracts of any Contractor or contractors; totransactions entered into pursuant to cooperative purchasing agreements approved by theSacramento City Council; to legal contracts of other governmental jurisdictions or public agencieswithout separate competitive bidding by the City; where therequirements of the ordinance willviolate or are inconsistent with the terms or conditions of a grant, subvention or agreement with apublic agency or the instructions of an authorized representative of any such agency with respect toany such grant, subvention or agreement; to permits for excavation or street construction;or toagreements for the use of City rightofway where a contracting utility has the power of eminentdomain.DEFINITIONSAs set forth in the Ordinance, the following definitions apply:“Contract”means an agreement for public works or improvements to be performed, or for goods orservicesto be purchased or grants to be provided, at the expense of the City or to be paid out ofmoneys deposited in the treasury or out of the trust money under the control or collected by the City.“Contract”also means a written agreement for the exclusive use(“exclusive use”means the right touse or occupy real property to the exclusion of others, other than the right reserved by the fee owner)or occupancy of real property for a term exceeding 29 days in any calendar year, whether by singularor cumulative instrument, (i) for the operation or use by others of real property owned or controlled bythe City for the operation of a business, social, or other establishment or organization, including leases,concessions, franchises and easements, or (ii) for theCity’suse or occupancy of real property ownedby others, including leases, concessions, franchises and easements.“Contract”shall not include a revocable atwill use or encroachment permit for the use of orencroachment on City property regardless of the ultimate duration of such permit; excavation, streetconstruction or street use permits; agreements for the use of City rightofway where a contractingutility has the power of eminent domain; or agreements governing the use of City property that Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 26 constitute a public forum for activities that are primarily for the purpose of espousing or advocatingcauses or ideas and that are generally protected by the First Amendment to the United StatesConstitution or that are primarily recreational in nature.“Contractor”means any person or persons, firm partnership or corporation, company, or combinationthereof, that enters into a Contract with the City.“Contractor”does not include a public entity.“Domestic Partner”means any person who has a currently registered domestic partnership with agovernmental entity pursuant to state or local law authorizing the registration.“Employee Benefits”means bereavement leave; disability, life, and other types of insurance; familymedical leave; health benefits; membership or membership discounts; moving expenses; pension andretirement benefits; vacation; travel benefits; and any other benefit given to employees.“Employeebenefits”shall not include benefits to the extent that the application of the requirements of thischapter to such benefits may be preempted by federal or state.CONTRACTOR’SOBLIGATION TO PROVIDE THE CITY WITH DOCUMENTATION AND INFORMATIONThe Contractor shall provide the City with documentation and information verifying its compliancewith the requirements of the Ordinance within ten (10) days of receipt of arequest from the City.Contractors shall keep accurate payroll records, showing, for each City Contract, theemployee’sname,address, Social Security number, work classification, straight time pay rate, overtime pay rate,overtime hours worked, status and exemptions, and benefits for each day and pay period that theemployee works on the City Contract. Each request for payroll records shall be accompanied by anaffidavit to be completed and returned by the Contractor, as stated, attesting that the informationcontained in the payroll records is true and correct, and that the Contractor has complied with therequirements of the Ordinance. A violation of the Ordinance or noncompliance with the requirementsof the Ordinance shall constitute a breach of contract.EMPLOYER COMPLIANCE CERTIFICATE AND NOTICE REQUIREMENTS(a) All contractors seeking a Contract subject to the Ordinance shall submit a completedDeclaration of Compliance Form, signed by an authorized representative, with each proposal,bid or application. The Declaration of Compliance shall be made a part of the executed contractand will be made available for public inspection and copying during regular business hours.(b) The Contractor shall give each existing employee working directing on a City contract, and (atthe time of hire), each new employee, a copy of the notification provided as Attachment“A.”(c) Contractor shall post, in a place visible to all employees, a copy of the notice provided asAttachment“B.” Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 27 Attachment AYOUR RIGHTS UNDER THE CITY OFSACRAMENTO’SNONDISCRIMINATION IN EMPLOYEE BENEFITS CODEOn

..(date), your employer (the“Employer”)entered into a contract with the City of Sacramento (the“City”)for

..(contract details), and as a condition of that contract, agreed to abide by therequirements of theCity’sNonDiscrimination in Employee Benefits Code (Sacramento City Code Chapter 3.54).The Ordinance does not require the Employer to provide employee benefits. The Ordinance does require that ifcertain employee benefits are provided by the Employer, that those benefits be provided without discriminationbetween employees with spouses and employees with domestic partners, and without discrimination betweenthe spouse or domestic partner of employees.The Ordinance covers any employee working on the specific contract referenced above, but only for the period oftime while those employees are actually working on this specific contract.The included employee benefits are:Bereavement leaveDisability, life, and other types of insuranceFamily medical leaveHealth benefitsMembership or membership discountsMoving expensesPension and retirement benefitsVacationTravel benefitsAny other benefits given to employees(Employee Benefits does not include benefits that may be preempted by federal or state law.)If you feel you have been discriminated or retaliated against by your employer in the terms and conditions of yourapplication for employment, or in your employment, or in the application of these employee benefits, because ofyour status as an applicant or as an employee protected by the Ordinance, or because you reported a violation ofthe Ordinance, and after having exhausted all remedies with your employer,then you may . . .Submit a written complaint to the City of Sacramento, Contract Services Unit, containing the details of thealleged violation. The address is:City of SacramentoProcurement Services Division915 I Street, New City Hall 2ndFloorSacramento, CA 95814Bring an action in the appropriate division of the Superior Court of the State of California against the Employerand obtain the following remedies:Reinstatement, injunctive relief, compensatory damages and punitive damagesReasonableattorney’sfees and costs

Form Approved by City Attorney 72216, rev. 121619 (JLM 4.23.24)Page 28 Attachment BYOUR RIGHTS UNDER THE CITY OFSACRAMENTO’SNONDISCRIMINATION IN EMPLOYEE BENEFITS CODEIf your employer provides employee benefits, they must be provided to those employees working on a City ofSacramento contract without discriminating between employees with spouses and employees with domesticpartners.The included employee benefits are:Bereavement leaveMoving expensesDisability, life and other types of insurancePension and retirement benefitsFamily medical leaveVacationHealth benefitsTravel benefitsMembership or membership discountsAny other benefits given to employeesIf you feel you have been discriminated against by your employer, thenyou may . . .Submit a written complaint to the City of Sacramento, Contract Services Unit, containing the details of thealleged violation. The address is:City of SacramentoProcurement Services Division915 I Street, New City Hall, 2ndFloorSacramento, CA 95814Bring an action in the appropriate division of the Superior Court of the State of California against theemployer and obtain reinstatement, injunctive relief, compensatory damages, punitive damages andreasonableattorney’sfees and costs.Discrimination and Retaliation Prohibited.If you feel you have been discriminated or retaliated against by your employer in the terms and conditions ofyour application for employment, or in your employment, because of your status as an applicant or as anemployee protected by the Ordinance, or because you reported a violation of this Ordinance,then you mayalso . . .Submit a written complaint to the City of Sacramento, Contract Services Unit, at the same address, containingthe details of the alleged violation.