Master Agreement #: AR2487
Contractor: ORACLE AMERICA, INC.
Participating Entity: CITY OF STANTON
Oracle America, Inc. (“Oracle”) and the State of Utah, Division of Purchasing, are parties to that certain NASPO ValuePoint Master Agreement for Cloud Solutions, effective March 1, 2017 (contract # AR2487, the “Master Agreement”). This Participating Addendum (this “Addendum” or “PA”) to the Master Agreement is between Oracle, as Contractor, and City of Stanton, CA (the “Participating Entity”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Agreement.
The following products or services are included in this contract portfolio:
• Oracle products and services listed in Attachment B of the Master Agreement that are commercially available at the time of the order.
Master Agreement Terms and Conditions:
1. Scope: This addendum covers Cloud Solutions led by the State of Utah for use by state agencies and other entities located in the Participating Entity authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.
2. Participation: All public entities located within the City of Stanton, CA (collectively, the “Purchasing Entities,” and each a “Purchasing Entity”) may order Services from Oracle in accordance with the terms and conditions of this Addendum. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.
By placing an Order under this Addendum, each Purchasing Entity agrees to be bound by the terms and conditions of this Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with and breach(es) of such terms and conditions.
The Participating Entity hereby represents and warrants that the entities listed above have been authorized by the State of California Department of General Services (DGS) to enter into this Addendum.
3. Term: Orders may be placed under this Addendum for the period commencing upon the Effective Date (as defined below) and ending on the earliest of (i) September 15, 2026, (ii) the date of expiration or termination of the Master Agreement, or (iii) the date of expiration or termination of this Addendum.
4. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):
ATTACHMENT B
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NASPO ValuePoint
PARTICIPATING ADDENDUM
CLOUD SOLUTIONS 2016-2026
Led by the State of Utah
Contractor
Name: Michael Estrada
Address: 613 N.W. Loop 410, Suite 1000, San Antonio, TX 78216 Telephone: (210) 536-9415
Fax: N/A
Email: [email protected]
Participating Entity
Name: Michelle Bannigan
Address: 7800 Katella Avenue, Stanton, CA 90680
Telephone: (714) 890-4223
Fax: N/A
Email: [email protected]
5. PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER
AGREEMENT
These modifications or additions apply only to actions and relationships within the Participating Entity.
Participating Entity must check one of the boxes below. [X] No changes to the terms and conditions of the Master Agreement are required. [ ] The following changes are modifying or supplementing the Master Agreement terms and conditions.
6. Resellers: No Resellers are eligible to resell Services to the Purchasing Entity under this Addendum.
7. Orders:
a. Any Order placed by a Purchasing Entity for Service available under the Master Agreement and this Addendum shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement and this Addendum, unless the parties to the Order agree in writing that another contract or agreement applies to such Order.
b. Orders and payments may be made directly to Oracle. Orders are to be submitted as directed to Oracle’s sales representative. After the contents of an Ordering Document have been mutually agreed upon, Oracle and the Purchasing Entity shall sign the Ordering Document, and payments shall be submitted in accordance with such Ordering Document and applicable Oracle invoice.
8. Entire Agreement:
ATTACHMENT B
NASPO ValuePoint
PARTICIPATING ADDENDUM
CLOUD SOLUTIONS 2016-2026
Led by the State of Utah
a. Notwithstanding anything to the contrary set forth in the Master Agreement, by placing an order under this Addendum, each Purchasing Entity agrees that this Addendum and any information that is incorporated by written reference into this Addendum or the applicable ordering document (including reference to information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for the Services ordered by such Purchasing Entity and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Services.
b. It is expressly agreed that the terms of this Addendum and any Oracle order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Services ordered.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.
Participating Entity: City of Stanton Oracle America, Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Effective Date of this Addendum: _________________________________
ATTACHMENT B
US-17119017-v090122-02JUL2024-gbartosh-v2 Page 1 of 9
PROFESSIONAL SERVICES
ORDERING DOCUMENT
Ordering Document Number: US-17119017
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Your Name: City of Stanton
Your Address: 7800 Katella Avenue
Stanton, CA 90680
Oracle
Representative:
Scott Weir Your Billing
Contact:
Michelle Bannigan
Address: 17901 Von Karman Ave #800
Irvine, CA 92612
Address: 7800 Katella Avenue
Stanton, CA 90680
Phone Number: 562-370-3384 Phone Number: 714-890-4233
Email Address: [email protected] Email Address: [email protected] You have ordered the Services listed in the table below and detailed in the attached exhibit(s), which are incorporated herein by reference.
Services Reference Fees
Estimated
Expenses
Total Fees and
Estimated Expenses
Time and Materials Services Exhibit 1 $238,854.00 $24,500.00 $263,354.00 Total Fees and Estimated Expenses $263,354.00
A. TERMS
1. Applicable Master Agreement: This order incorporates by reference the Master Agreement US-GMA-1301562 (AR2487) by and between Oracle America, Inc. (“Oracle”) and the State of Utah, as the lead state, and the Participating Addendum US-GMA-1301562 (AR2487)_PA_City of Stanton by and between Oracle and the City of Stanton (collectively, the “Master Agreement”). You acknowledge and agree that the terms and conditions of this ordering document are contingent upon the execution of the Participating Addendum between the parties on or prior to the last signature date of this ordering document. If the parties do not execute the Participating Addendum on or prior to the last signature date of this ordering document, then this ordering document shall be deemed to have no legal effect, even if executed.
2. Professional Services Delivery Policies: The Oracle Professional Services Delivery Policies (“Policies”) available at https://www.oracle.com/a/ocom/docs/corporate/professional-services-delivery-policies.pdf apply to and are incorporated into this order.
3. Payment Terms: Net 30 days from invoice date.
4. Currency: US Dollars.
5. Offer Valid through: 31-AUG-2024.
6. Service Specifications: The Service Specifications shall include any exhibit(s) attached to this order (including referenced or incorporated Oracle documents) and the Policies.
7. Order of Precedence: In the event of any inconsistencies, priority shall be established in the following descending order: (a) any exhibit(s) attached to this order; (b) this order; (c) the Policies; and (d) the Master Agreement.
8. Rights Granted: Upon payment, You have the non-exclusive, non-assignable, royalty-free, worldwide, limited right to use the services and anything developed and delivered by Oracle under this order (“services and deliverables”) for Your internal business operations. You may allow Your agents and contractors to use the services and deliverables for Your internal business operations, and You are responsible for their compliance in such use. The
ATTACHMENT C
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US-17119017-v090122-02JUL2024-gbartosh-v2 Page 2 of 9
services and deliverables may be related to Your right to use cloud or hosted/managed services or Products owned or distributed by Oracle which You acquired under a separate order. The agreement referenced in that order shall govern Your use of such services or Products, and nothing in this order is intended to grant a right to use such services or Products in excess of the terms of that order, such as the services period or number and type of environments specified in a cloud or hosted/managed service order.
You retain all ownership and intellectual property rights to Your confidential and proprietary information that You provide to Oracle under this order.
B. ADDITIONAL ORDER TERMS
1. When services will be performed on-site at customer location in the US, as required by US Department of Labor regulations (20 CFR 655.734), You will allow Oracle to post a notice regarding Oracle H-1B employee(s) at the work site prior to the employee’s arrival on-site.
City of Stanton Oracle America, Inc.
{{*_es_signer1_signature }} {{*_es_signer2_signature }} Authorized Signature: ________________________ Authorized Signature: ________________________ {{*_es_signer1_fullname }} {{*_es_signer2_fullname }}
Name: ____________________________________ Name: ____________________________________ {{*_es_signer1_title }} {{*_es_signer2_title }}
Title: _____________________________________ Title: _____________________________________ {{*_es_signer1_date}} {{*_es_signer2_date}}
Signature Date: _____________________________ Signature Date: _____________________________ {{*efdate_es_signer2}}
Ordering Document Effective Date: _______________________ {to be completed by Oracle}
ATTACHMENT C
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TIME AND MATERIALS EXHIBIT
Your Name: City of Stanton
Ordering Document Number: US-17119017
Exhibit Number: 1
1. Description of Services.
Oracle will provide You with up to two hundred seven (207) person days of technical and functional Services to assist with the cloud enablement of Oracle NetSuite for Government Cloud Service (“NetSuite for Government”) (the “Services”). Oracle will assist You in the following phases:
A. Phase 1 – Finance:
1. Focus Phase:
a. Conduct one (1) project kick-off workshop for up to two (2) person days for Your project team to review the project governance processes and complete strategy sessions including:
1. Scope management process;
2. Risk management process;
3. Issue management process;
4. Communications management process;
5. Configuration management process;
6. Quality management process;
7. Review the welcome packet;
8. Data conversion strategy session;
9. Integration strategy session; and
10. Workflow strategy session.
b. Create and provide an initial project work plan, which will include the following:
1. Tasks; estimated start and end dates, and estimated durations;
2. Assigned resources from You and Oracle; and
3. Known dependencies.
2. Refine Phase:
a. Conduct up to six (6) “Finance Data Migration Workshops” for up to two (2) hours each for Your project team to review the following processes for the NetSuite for Government:
1. Chart of accounts (“COA”) setup and fund management;
2. Entity setup;
3. Account balances;
4. Historical data;
5. Current fiscal year data import; and
6. Fixed assets.
b. Document the findings from each Finance Data Migration Workshop in a Finance Migration Engagement Report.
c. Assist with the loading of Your finalized datasets for Finance as follows:
Finance Functional Area Years of finalized datasets to be loaded Journals One (1)
Budget One (1)
Purchasing and Accounts Payable One (1)
Projects One (1)
Grants One (1)
Accounts Receivable One (1)
Fixed Assets One (1)
Inventory One (1)
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d. Conduct up to six (6) “Finance Configuration Workshops” for up to two (2) hours each for Your project team to review the following processes:
1. System administration;
2. Planning and budgeting;
3. Integrations;
4. Analytics and reports;
5. Workflows and automation; and
6. Bill capture.
e. Document the findings each Finance Configuration Workshop in a Finance Configuration Engagement Report.
f. Configure NetSuite for Government hosted environment based upon the Finance Configuration Engagement Reports.
g. Provide up to two (2) total person days of guidance on configuring integrations to the following third-party application:
Name of
third party Type of data
One-way
Import/Export
/ Bidirectional Frequency
Method (Application
Programming
Interface (“API”) / Flat
file)
CivicPlus Recreation One-way import On demand Flat file h. Configure up to one (1) of each of the following form templates to include Your information (logo, legal name, address, bill-to address, ship-to address, bank information etc.):
1. Invoice;
2. Purchase Order; and
3. Accounts Payable check.
3. Enable Phase:
a. Conduct up to five (5) functional training sessions of up to two (2) hours each for Your project team on the NetSuite for Government Finance module.
b. Create a testing plan with You.
c. Provide up to four (4) person days over the course of six (6) weeks to assist with Finance user acceptance testing (“UAT”).
4. Live-Operate Phase:
a. Conduct one (1) “Final Data Migration Workshop” for up to two (2) hours to complete final Finance data cutover.
b. Provide up to eight (8) person days of consulting post go-live support to be used within the first thirty (30) calendar days immediately following production go-live for Finance. c. Facilitate the transition from Your implementation team to the NetSuite for Government support team for the Finance module.
B. Phase 2 – Human Resources (“HR”)/Payroll:
1. Focus Phase:
a. Conduct one (1) business process review session for up to three (3) person days for Your project team to review the following:
1. Current human resources processes;
2. Current payroll process;
3. Changes to process updates;
4. Data conversion plan; and
5. Integration plan.
2. Refine Phase:
a. Conduct up to four (4) HR/Payroll Data Migration Workshops for up to two (2) hours each for Your project team to review the following processes for the NetSuite for Government:
1. System configuration and configuration of HR and payroll table data;
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2. Load employee data;
3. Data review and clean up; and
4. Load and test data changes.
b. Document the findings from each HR/Payroll Data Migration Workshop in an HR/Payroll Data Migration Engagement Report.
c. Assist with the loading of Your finalized datasets for HR/Payroll as follows:
Functional Area Calendar years of finalized datasets to be loaded Employees One (1)
Payroll One (1)
d. Conduct up to four (4) “HR/Payroll Configuration Workshops” for up to two (2) hours each for Your project team to review the following processes:
1. Timecards;
2. Payroll calculations;
3. Analytics workflows, reporting, and integration(s); and
4. Payroll configuration.
e. Document the findings from each HR/Payroll Data Configuration Workshop in a HR/Payroll Configuration Engagement Report.
f. Configure NetSuite for Government hosted environment based upon the HR/Payroll Configuration Engagement Reports.
g. Provide up to two (2) total person days of guidance on configuring integrations to the following third-party application:
Name of third party Type of data
One-way
Import/Export
/ Bidirectional Frequency
Method (Application
Programming Interface
(“API”) / Flat file)
NeoGov Human Resources One-way import On demand Flat file
3. Enable Phase:
a. Conduct up to six (6) functional training sessions of up to two (2) hours each for Your project team on the NetSuite for Government HR/Payroll module.
b. Provide up to thirteen (13) person days to assist with up to three (3) HR/Payroll parallel tests.
4. Live-Operate Phase:
a. Provide up to six (6) person days of consulting post go-live support to be used within the first thirty (30) calendar days immediately following production go-live for HR/Payroll. b. Facilitate the transition from Your implementation team to the NetSuite for Government support team for the HR/Payroll module.
C. Phase 3 – NetSuite Planning and Budgeting (“NSPB”):
1. Focus Phase:
a. Conduct one (1) business process review session for up to two (2) hours to review the following:
1. Current budgeting processes;
2. Changes to process updates;
3. Budget reporting needs;
4. Confirm administrator access; and
5. Project timeline considerations.
2. Refine Phase:
a. Import up to one thousand (1,000) pre-defined, active general ledger (“GL”) dimension members from NetSuite for Government into the NSPB instance for each of the following:
1. COA;
2. Funds;
3. Departments;
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4. Projects; and
5. Grants.
b. Migrate up to one (1) year of historical income statements and balance sheets, and prior year budget data, from NetSuite for Government into the NSPB instance.
1. Set up a schedule to import trial balances on a recurring basis from NetSuite for Government into the NSPB instance using standard saved searches.
c. Conduct up to five (5) “NSPB Configuration Workshops” for up to one and a half (1.5) hours each for Your project team to review the following:
1. Web forms;
2. Reports;
3. Dashboards; and
4. Business rules.
d. Document the findings from each NSPB Configuration Workshop in a NSPB Configuration Engagement Report.
e. Configure NSPB hosted environment based upon the NSPB Engagement Reports.
3. Enable Phase:
a. Conduct up to one (1) functional training session of up to two (2) hours each for Your project team on the NetSuite Planning and Budgeting module.
4. Live-Operate Phase:
a. Provide up to one (1) person day of consulting post go-live support to be used within the first thirty (30) calendar days immediately following production go-live for NetSuite Planning and Budgeting. b. Facilitate the transition from Your implementation team to the NetSuite for Government support team for NetSuite Planning and Budgeting module.
2. Rates, Estimated Fees and Expenses, and Taxes.
A. The Services are performed on a time and materials (“T&M”) basis; that is, You shall pay Oracle for the actual time spent performing the Services, plus materials, taxes, and expenses.
B. Rates. For a period of eighteen (18) months from the ordering document effective date, the Services will be provided at the rate of $144.38 per hour. Thereafter, unless otherwise agreed by You and Oracle in an amendment, the Services will be provided at Oracle’s consulting rates in effect when the Services are performed.
C. Estimated Fees and Expenses. All fees and expenses will be invoiced monthly. The fee and expense estimates specified in Your order are intended only to be for Your budgeting and Oracle’s resource scheduling purposes, and may exceed the specified totals; these estimates do not include taxes. Once fees for Services reach the estimate, Oracle will cooperate with You to provide continuing Services on a T&M basis.
3. Project Management. You and Oracle each agree to designate a project manager who shall work together to facilitate an efficient delivery of the Services.
4. Your Cooperation.
A. Prior to the commencement of Services, designate and identify a project sponsor and a project manager that will be responsible for coordinating Your participation in this project and provide on-going support for Your implementation of the NetSuite hosted environment. Responsibilities include but are not limited to:
1. Provide user feedback during configuration and validation.
2. Be available as needed during the project to answer Oracle’s questions, provide business decisions and other items as required.
3. Provide on-going support to internal users following the implementation.
B. Enable administrator access to allow provisioning of Your NetSuite for Government hosted environment prior to the commencement of Services.
C. Modify Your processes as necessary to align with the standard functionality of NetSuite for Government.
D. Complete and return the questionnaire in the NetSuite for Government Welcome Packet to Your Oracle project manager prior to the project kick-off workshop.
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E. Be responsible for choosing Your desired form templates from the samples provided to You during the project kick-off workshop.
F. Make Your existing procedure and business process documentation available to Oracle at least two (2) weeks prior to the Configuration Workshop.
G. Notify Oracle within two (2) business days about any inaccuracies or incomplete information in project documentation provided by Oracle to You.
H. You will accept Oracle NetSuite release upgrades.
I. You will not film or record Oracle’s delivery of Services, Oracle resources, or any Oracle materials.
J. You are responsible for planning, executing, and managing all aspects of end-to-end and final reviews, including customizing the Oracle provided templates to prepare and execute test cases and plans and reviewing test results.
K. Ensure that Your designated Learning Cloud Support passholder training attendee(s) are completing any implementation training courses assigned to them by the Oracle team in the timeline specified as mutually agreed by You and received from the Oracle at the start of the implementation.
L. Develop any necessary end-user documentation, including, but not limited to, documenting specific business practices, data examples and organization/end-user specific policies and procedures.
M. Manage the post-production maintenance and support of Your NetSuite for Government hosted environment.
N. Integration-related cooperation:
1. For each third-party listed in Section 1.A.2.g and Section 1.B.2.g, You must provide integration specifications, third-party requirements, and have a live operating environment in place in order for the implementation team to deliver the Services in these sections.
2. You will be live in production on all of Your third-party applications to be integrated with NetSuite for Government at least six (6) months prior to the planned go-live date of this implementation.
3. Implement and maintain the production and consumption of the file-based interfaces with Your existing systems.
O. Migration-related cooperation:
1. Be responsible for extracting the data from Your legacy system(s), providing it in the format specified by Oracle, and assisting Oracle resources to complete data cleansing and mapping within three (3) weeks from the project kickoff call.
2. Audit your data for data migration, including historical years up through the current fiscal year
3. Financial data to be migrated must include the following:
a. Balances of fully qualified accounts (e.g., Fund-Dept-Obj, and other segments). b. All general ledger impacting transactions (trial balance details), summed and compared by each fully qualified account to the provided balances; no transactions are omitted. c. Transaction details such as purchase orders, bills, invoices, credits, voids, adjustments, payments, checks, wires, etc. must identify which general ledger impacting transaction it is associated with. The values of these details are compared to the general ledger impacting transaction totals to validate that no details are omitted.
4. Human Resources and Payroll data to be migrated must include the following:
1. Employees includes demographics, benefits, position, contribution/deduction assignments.
2. All regular active and termed employees for the calendar year(s) in Section 1.B.2.c.
3. Current year taxes, direct deposits, and leave plans for active employees.
4. Payroll check history data consists of employee pay for purposes of reporting (i.e., 941, W2’s, and monthly state reporting).
5. Validate the final list data and transactional data within two (2) weeks from data upload.
5. Project Assumptions.
A. A person day is defined as one (1) resource working up to eight (8) hours.
B. Standard functionality is defined as the functionality described in applicable documentation, for the NetSuite for Government application, provided by Oracle.
C. Hosted environment is defined as the combination of systems and supporting resources to which Oracle grants You access as part of the services ordered by You, that are (i) configured for the Oracle Programs operating on it and for specific uses as part of the services, and (ii) used by Oracle to perform the Services. The hosted environment consists of the production environment, and any non-production environment(s), as referenced in the applicable ordering document and services policies.
D. The implementation methodology for the Services is the Oracle True Cloud Method (“TCM”).
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E. The NetSuite for Government standard chart of accounts segmentation structure will be used as a default segmentation with localization as required.
F. Integration-related assumptions:
1. If the effort to implement the third-party integrations identified by You exceeds the estimates in Section 1.A.2.g and/or Section 1.B.2.g such adjustments shall be subject to the change control process.
2. Except to the extent expressly stated in the Description of Services section of this document, the use of the terms "integrate" and "integration" throughout this document is not intended to mean that Oracle will ensure (i) the physical or functional integration of Oracle products with external legacy systems, third party products and/or other software applications; (ii) the functioning of Oracle products as a coordinated whole with such external legacy systems, third party products and/or other software applications; or (iii) any non-standard integration between Oracle products. Rather, the terms are used to refer to the overall concept of data exchange between the Oracle products and other systems, products or applications identified in this document, and may include interfacing and/or other methods of integration or interoperation as described in the Description of Services section of this document.
G. Migration-related assumptions:
1. Data migration is limited to the assistance described in Section 1.A.2.c, Section 1.B.2.c, and Section 1.C.2.b.
2. Data provided by Your organization will be validated by the Oracle Local Government implementation team before being loaded into NetSuite for Government. However, any discrepancies or inconsistencies will be returned to You for correction or clarification, up to three (3) revisions. It is recommended that data validation occur prior to submission of the finalized dataset for loading.
3. Changes to HR and Payroll configuration or finalized datasets for HR and Payroll may only be made prior to the first payroll parallel test.
4. The amount of time required to import legacy transactions and associated detail is determined by Your ability to provide reconciled data in the format requested. Delays may impact key implementation dates, including golive.
5. A finalized dataset for finance is defined as up to one (1) year worth of historical data containing all the information that You wish to migrate, as validated by Your project team. Modifying the structure of the data can cause delays in the migration process and/or inconsistencies in the final result. This dataset should have all relevant details comprising the debits and credits against each accounting segment that impacts the general ledger. All transaction lines should be rounded to two (2) decimal places while maintaining balanced debits and credits and aligning with balances for each fiscal year. All transaction detail records (e.g., vendor bills, checks, accounts receivable invoices, cash receipts) must include an associating reference to the general ledger impacting transaction as well its relationship with other detail transactions such as bills-to-purchase orders or checks-to-bills. Subledger transactions details (i.e., subledger project transaction details) should be free of conflicts from their associated general ledger impact transaction.
6. A finalized dataset for HR is defined as up to one (1) year worth of employee data containing all employee assignments and table records for the assignments. This will include positions, deductions, benefits, taxes, and demographic information per each individual employee to be migrated over. Modifying the structure of the data can cause delays in the migration process and/or inconsistencies in the final result. All employee data should be verified by Your project team as accurate and associated with the appropriate table definitions for each of the respective areas (i.e., position details, benefit tables).
H. The following are not included in the scope of, or fees for, Services under this exhibit:
1. Performance testing, tuning, or any management of performance.
2. Testing beyond the activities described in this exhibit.
3. Customizations to NetSuite for Government.
4. Oracle Cloud subscription services.
5. Languages other than U.S. English.
6. Integrations or data conversions beyond what is explicitly described in this exhibit.
7. Form configuration beyond what is explicitly described in this exhibit.
8. Cloud middleware, database, operating and other hardware activities.
9. Oracle transactional business intelligence training.
10. Complex business processing or orchestration related to integrations.
11. Transformations or data mapping of elements.
12. Additional workforce structures for future use, expansion, or acquisitions.
13. Extensions, customizations, or custom reports.
14. Localizations other than those made to the chart of accounts structure.
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15. Post-production Services exceeding the person days in Section 1.A.4.b, Section 1.B.4.a, and Section 1.C.4.a or thirty (30) calendar days after go-live for the respective module, whichever comes first.
16. Anything not expressly listed in the Description of Services.
ATTACHMENT C
ORDERING DOCUMENT
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA
94065
Name City of Stanton Contact Michelle Bannigan
Address 7800 Katella Ave
Stanton CA
90680
Phone Number
Email Address
(714) 890-4223
[email protected]
New Subscription
Services Period: 60 months
Cloud Services
Data Center
Region
Quantity Term List Fee
Discount
%
Unit Net Price Net Fee
B94583 - Oracle NetSuite for
Government Cloud Service, Standard
Edition - Hosted Environment
NORTH
AMERICA
1 60 mo 504,000.00 55.0 3,780.00 226,800.00
B108187 - Oracle NetSuite for
Government Cloud Service, Bill
Capture - Each
NORTH
AMERICA
1 60 mo 35,940.00 55.0 269.55 16,173.00
B94584 - Oracle NetSuite for
Government Cloud Service,
Additional General User - Hosted
Named User
NORTH
AMERICA
10 60 mo 29,400.00 55.0 22.05 13,230.00
B94585 - Oracle NetSuite for
Government Cloud Service,
Additional Self Service Users - 5
Hosted Named Users
NORTH
AMERICA
5 60 mo 14,700.00 55.0 22.05 6,615.00
B94587 - Oracle NetSuite for
Government Cloud Service,
Additional Planning and Budgeting
User - Hosted Named User
NORTH
AMERICA
6 60 mo 43,200.00 55.0 54.00 19,440.00
B94592 - Oracle NetSuite for
Government Cloud Service, Sandbox
Environment - Each
NORTH
AMERICA
1 60 mo 29,940.00 55.0 224.55 13,473.00
B95922 - Oracle NetSuite for
Government Cloud Service, Payroll -
5 Employees
NORTH
AMERICA
20 60 mo 78,000.00 55.0 29.25 35,100.00
Subtotal 735,180.00 330,831.00
CPQ-3485959 - 1 Issued by Oracle America, Inc. 10-JUL-2024
ATTACHMENT D
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Fee Description Net Fee
Cloud Services Fees 330,831.00
Net Fees 330,831.00
Total Fees 330,831.00
CPQ-3485959 - 1 Issued by Oracle America, Inc. 10-JUL-2024
ATTACHMENT D
A. Terms of Your Order
1. Applicable Agreement:
a. NASPO ValuePoint Master Agreement US-GMA-1301562 (AR2487) by and between Oracle America, Inc. ("Oracle") and the State of Utah, as the lead state, and the Participating Addendum US-GMA-1301562 (AR2487)_PA_Stanton by and between Oracle and City of Stanton, CA (collectively, the "Agreement")
2. Cloud Payment Terms:
a. Net 30 days from invoice date
3. Cloud Payment Frequency:
a. Quarterly in Arrears
4. Currency:
a. US Dollars
5. Offer Valid through:
a. 25-SEP-2024
6. Service Specifications
a. The Service Specifications applicable to the Cloud Services and the Consulting/Professional Services ordered may be accessed at http:// www.oracle.com/contracts.
7. Services Period
a. The Services Period for the Services commences on the date stated in this order. If no date is specified, then the "Cloud Services Start Date" for each Service will be the date that you are issued access that enables you to activate your Services, and the "Consulting/Professional Services Start Date" is the date that Oracle begins performing such services.
B. Additional Order Terms
1. No Auto-Renewal
Notwithstanding any statement to the contrary in the Service Specifications, the parties expressly agree that the Services acquired under this order will not Auto-Renew.
2. Optional 3 year Renewal Term
You shall have an option to renew the same services listed in the table above at the same usage limits for one (1) additional 36-month renewal period for the fee of $219,018.39.
Annual Amount:
Year 1 $73,006.13
Year 2 $73,006.13
Year 3 $73,006.13
Professional Services are not included in the renewal term. The cloud services listed above may not be renewed at the option year pricing listed above if:
(i) Oracle is no longer making such cloud services generally available to customers, or (ii) You are seeking to cancel or reduce the number of user licenses of the cloud services set forth in this ordering document.
3. Linking Language
You acknowledge and agree that the terms and conditions of this order are contingent upon the simultaneous execution of the Agreement (as defined in section A.1.a above) between the parties. If the parties do not simultaneously execute the Agreement with this order, then this order shall be deemed to have no legal effect, even if executed.
4. Non-Appropriation
In the event funds are not appropriated for a new fiscal year period, You may terminate this order immediately without penalty or expense; provided, however, that: (a) for each of the 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's receipt of Your notice of non-appropriation.
CPQ-3485959 - 1 Issued by Oracle America, Inc. 10-JUL-2024
ATTACHMENT D
City of Stanton
Signature {{*_es_signer1_signature }}
Name {{*_es_signer1_fullname }}
Title {{*_es_signer1_title }}
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SPACE
SPACE
BILL TO / SHIP TO INFORMATION
SPACE
SPACE
Bill To Ship To
Customer Name City of Stanton Customer Name City of Stanton Customer Address 7800 Katella Ave
Stanton CA
90680
Customer Address 7800 Katella Ave
Stanton CA
90680
Contact Name Michelle Bannigan Contact Name Michelle Bannigan Contact Phone (714) 890-4223 Contact Phone (714) 890-4223 Contact Email [email protected] Contact Email [email protected] CPQ-3485959 - 1 Issued by Oracle America, Inc. 10-JUL-2024
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CITY OF STANTON
PROFESSIONAL SERVICES AGREEMENT
FOR
ACCOUNTING SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 27th day of August, 2024, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and DAVIS FARR LLP, a LIMITED LIABILITY PARTNERSHIP, with its principal place of business at 18201 Von Karman Avenue, Suite 1100, Irvine, CA 92612 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of accounting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing accounting services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the professional accounting services project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the accounting services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules, and regulations.
3.1.2 Term. The term of this Agreement shall be from September 30, 2024, through no later than December 31, 2025, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS FormW-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Servicesin conformance with such conditions.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that Wendy Davis will perform and coordinate the Services under this Agreement. Should such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City’s Representative. The City hereby designates the City Manager, or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates Michelle Bannigan, Finance Director, or her designee, as the City’s contact for the implementation of the Services hereunder.
Consultant shall not accept direction or orders from any person other than the City’s Representative or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Marc Davis, or his or her designee, to act as its representative for the performance of this Agreement
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(“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules, and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify, and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to
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commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so.
(a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit.
Defense costs shall be paid in addition to the limits.
The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
(c) Professional Liability: Professional Liability insurance with minimum limits of $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.).
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
(d) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
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3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.
(a) The policy or policies of insurance required by Section 3.2.10.2 (a) Commercial General Liability and (c) Contractor’s Pollution Liability shall be endorsed to provide the following:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional
insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(b) The policy or policies of insurance required by Section 3.2.10.2 (b) Automobile Liability and (d) Professional Liability shall be endorsed to provide the following:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(c) The policy or policies of insurance required by Section 3.2.10.2 (e) Workers’ Compensation shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
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3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.
3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies did not contain a deductible or self-insured retention.
3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice ofsuch cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.
In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.
3.2.10.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.10.10 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.
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3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rate set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE-HUNDRED TWENTY-SIX THOUSAND DOLLARS ($126,000) (“Total Compensation”) without written approval of the City’s City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation.
Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the number of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
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3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant:
DavisFarr LLP
18201 Von Karman Avenue, Suite 1100
Irvine, CA 92612
Attn: Marc Davis
City:
City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Michelle Bannigan, Finance Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
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sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend, and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost, or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.
3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
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3.5.6 Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents, or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement, or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.
3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays.
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All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.12 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
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that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.
3.20 Subcontracting.
3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
ATTACHMENT E
- 13 –
55414.00000\32996936.2
IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this 27th day of August 2024.
CITY OF STANTON DAVIS FARR LLP
By:
Hannah Shin-Heydorn
City Manager
By:
Marcus D. Davis
Partner
ATTEST:
By:
Patricia Vazquez
City Clerk
APPROVED AS TO FORM:
By:
Hong Dao Nguyen
Best Best & Krieger LLP
City Attorney
ATTACHMENT E
55414.00000\31609876. 1A-1
EXHIBIT “A”
SCOPE OF SERVICES
The Consultant will provide accounting services to assist the City with performing routine accounting and finance duties under the direction of the Finance Director. These duties may include, but not be limited to:
• Review and post accounting transactions entered by staff to ensure accuracy and proper coding for: journal entries, cash receipts, accounts payable, payroll, and purchasing. • Perform month-end and quarter-end closing processes, including but not limited to reviewing the: reconciliation of the City’s various bank and investment accounts, recording of interfund transfers, and allocating of interest income to City funds. • Assist with the coordination of the City’s annual audit, such as: preparing and/or reviewing year end closing journal entries; compiling and preparing general and subsidiary ledgers and supporting schedules; assisting with the review of the Annual Comprehensive Financial Report (ACFR) prepared by the City’s auditors and preparing the statistical section that is included in the ACFR.
• Provide guidance and supervision to less experienced technical and professional accounting staff.
• Review cash receipts batches entered by other staff for accuracy and proper account coding. • Other duties may be assigned.
ATTACHMENT E
55414.00000\31609876. 1B-1
EXHIBIT “B”
SCHEDULE OF SERVICES
The Consultant is expected to be available 20 hours per week throughout the term of the Agreement during regular City of Stanton business hours. The specific schedule Consultant is expected to work during each week shall be mutually agreed to by the Consultant and the Finance Director.
ATTACHMENT E
55414.00000\31609876. 1C-1
EXHIBIT “C”
COMPENSATION
DavisFarr LLP will perform consulting services at a rate of ninety ($105) per hour.
ATTACHMENT E