Attachment B
Final Badawi & Associates Agreement
1 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
THE CITY OF VICTORVILLE
AND
BADAWI & ASSOCIATES, CERTIFIED PUBLIC ACCOUNTANTS
FOR
PROFESSIONAL AUDITING SERVICES FOR THE CITY OF
VICTORVILLE, PROJECT JM24-024
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 20___, for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the “City” , and Badawi & Associates, Certified Public Accountants, a California corporation, hereinafter referred to as “ Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:
WHEREAS, the City requires Consultant/Professional Services to provide Professional Auditing Services for the City of Victorville; and
WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and
WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Professional Auditing Services for the City of Victorville; and
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
Section 2. SCOPE OF SERVICES
Consultant shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference.
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Section 3. COMPENSATION
The City shall pay to Consultant a sum not to exceed Three Hundred Eighty-six Thousand Two Hundred Nine and 00/100 Dollars ($386,209.00) for faithful performance of the services to be rendered under this Agreement for the initial three (3) year term , subject to the Proposal provisions of Section 4, below and according to the table listed below . No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “ B”, below; (ii) appear on Consultant ’s monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same. Consultant shall be paid according to the following:
Total All -Inclusive
Maximum Price
Fiscal Year -2024-25
$124,950.00
Fiscal Year -2025-26
$128,699.00
Fiscal Year -2026-27
$132,560.00
Section 4. COST PROPOSAL AND FEE SCHEDULE
The City shall pay Consultant as provided in the Cost Proposal and Fee Schedule, attached hereto as Exhibit “B” and incorporated as part of this Agreement by this reference. The provisions of Exhibit “B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant’s invoice.
Section 5. RESERVED
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of Three (3) Years, commencing on January 4, 2024 (the “Commencement Date”) and expiring on June 30, 2027 (the “Termination Date”) (the “Term”), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent Agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
This Agreement may be extended for Two (2) additional one -year periods (hereinafter “Option Periods”), at the option of the City, subject to satisfactory performance as determined by the City. City shall give Consultant sixty (60) days advance written notice prior to the expiration of the initial Term and sixty (60) days advance written notice prior to the expiration date of e ach subsequently exercised Option Period, if any, should the City decide to exercise its option(s) to extend. In the event City does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then -current Term or Option Period without further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 below.
Should the City fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, the City may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.
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Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City and Consultant or any employee or agent of Consultant . Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF
CONSULTANT
a. C onsultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City.
(3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City.
b. The City represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.
(2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement. Nothing contained in this Agreement shall prevent the City from hiring Consultant’s employees or assistants after termination of this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. 4 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
(5) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement.
(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City-owned property.
(7) Other than attendance at required public meetings and public hearings and complying with the provisions of the Proposal set forth in Exhibit B and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent.
b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the I nitial Term ( and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing sim ilar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Sophie L. Smith, Deputy City Manager, or her designee.
b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
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Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any services, except at Consultant 's risk, until written instructions are received from Sophie L. Smith, Deputy City Manager, or her designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. C OMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial G eneral Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement ( and during the Option Period, if applicable), W orkers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City. 6 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
Section 17. PROFESSIONAL LIABILITY INSURANCE
a. Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement.
b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the C onsultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance 7 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by ei ther Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code 8 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees.
c. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by Sophie L. Smith, Deputy City Manager, or her designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Except as relates to the auditor’s audit workpapers , Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Sophie L. Smith, Deputy City Manager, or her designee, to evaluate the cost and the performance of such services.
b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. Except as relates to the auditor’s audit workpapers, Sophie L. Smith, Deputy City Manager, or her designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
d. Except as relates to the auditor’s audit workpapers, records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Sophie L. Smith, Deputy City Manager, or her designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.
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b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Sophie L. Smith, Deputy City Manager, or her designee, or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except with the prior written approval of Sophie L. Smith, Deputy City Manager, or her designee, or as required by applicable law.
d. Unless such property is proprietary in natures, all original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant’s services or when requested by Sophie L. Smith, Deputy City Manager, or her designee . Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant.
e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Ahmed Badawi, Partner, or his designee, is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement.
b. Sophie L. Smith, Deputy City Manager, or her designee shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES
a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the I nitial Term, the City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of Professional Auditing Services for the City of Victorville, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous Agreement s, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
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b. This Agreement contains all of the covenants and Agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or Agreements have been made by or on behalf of any Party, except those covenants and Agreements in this Agreement.
c. No Agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit “ B” attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “B” the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “B” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the City: Sophie L. Smith, Deputy City Manager
Finance Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392
To Consultant: Ahmed Badawi, Partner
Badawi & Associates,
Certified Public Accountants
2855 Telegraph Avenue, Suite 312
Berkeley, CA 94705
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
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Section 33. NON-LIABILITY OF CITY OFFICERS AND
EMPLOYEES
No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the City shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
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Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
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Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Consultant , approved by the City ’s Risk Manager, and executed by the authorized City personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING
AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
THE CITY OF VICTORVILLE BADAWI & ASSOCIATES,
CERTIFIED PUBLIC ACCOUNTANTS
By:______________________________ By:_____________________________ Debra Jones, Ahmed Badawi,
Mayor Partner
Dated: ___________________________ Dated:__________________________
ATTEST
By:______________________________
Jennifer Thompson,
City Clerk
Dated:___________________________
THE CITY OF VICTORVILLE APPROVED AS TO STANDARD
FORM:
By: _______________________________ By: ____________________________ Sandra Bostick, Andre de Bortnowsky,
Risk Manager City Attorney
Dated:______________________________ Dated:__________________________
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EXHIBIT A
SCOPE OF SERVICES
City agrees to engage Consultant and Consultant agrees to provide the services as generally described in the Request for Proposal, Project JM24-0024 for the Project, portions of which are attached hereto for ease of reference as Exhibit "A", and the entirety of which is currently on file in office of the City Clerk and the prices set forth in Consultant’s Proposal and Fee Schedule (attached as Exhibit "B").
City of Victorville
SECTION 3 – TECHNICAL PROVISIONS
III
. NATURE OF SERVICES REQUIRED
A. S
cope of the Work to be Performed
T
he City’s goal is to provide the public and its constituents with a comprehensive financial statement that gives complete, accurate, and understandable information about the City’s financial condition. The City desires its Annual Comprehensive Financial Report ( “ACFR”) to be prepared by the independent auditor. The audits are to be performed in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the provisions of the Single Audit Act of 1996; and the audit requirements of Title 2 United States Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).
T
he selected independent auditor will be required to perform the following tasks:
1. T
he audit firm will perform an audit of all funds of the City. The City desires that the size of a udit samples be increased beyond those required by professional standards to include samples from each of the City’s individual funds. Your response should include an explanation of how you will increase sample sizes and how you will provide for testing in each of the City’s funds.
The audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States. The City’s Annual Comprehensive Financial Report will be prepared and printed (if requested) by the audit firm. The audit firm will render the auditors’ report on the basic financial statements which will include both Government -Wide Financial Statements and Fund Financial Statements. The audit firm will also apply limited audit procedures to Management’s Discussion and Analysis (“MD&A”) and required supplementary information pertaining to the General Fund(s) and each major fund of the City.
2. F
ollowing the completion of the audit of the City’s basic financial statements and related records, the auditor shall:
a. P
repare a report on the fair presentation of the financial statement in conformity with generally accepted principles and Government Auditing Standards. The ACFR will be in full compliance with current GASB pronouncements. The audit reports for the City shall include a signed opinion, basic financial statements, including government-wide EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
16/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 financial statements and fund financial statements, for all funds, and accompanying notes to the basic financial statements.
b. Test compliance with the Single Audit Act as amended in 1996, and applicable laws and regulations. The audit firm will perform a single audit on the expenditures of federal grants in accordance with the audit requirements of Title 2 U.S. Code of Federal R egulations Part 200, Uniform Administration Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) when applicable, and render the appropriate audit report. The single audit report will include appropriate schedule of expenditures of federal awards, footnotes, findings, and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings where required.
c. Perform an agreed-upon auditing procedures pertaining to the City’s compliance with Proposition 111, Article XIII.B of the California State Constitution and Government Code 7900 (et seq.) in its calculation of the GANN Limit (Appropriations Limit).
d. Discuss a separate “management letter” that includes recommendations for im provements in internal control, accounting procedures and other significant observations that are considered to be non-reportable conditions. Management letters shall be addressed to the City Administrator and the City Council. As necessary, the firm shall issue written communications that include recommendations for improvements in internal control, accounting policies and procedures, and other significant observations that are considered to be deficiencies in internal control, significant deficiencies, or material weaknesses. Such communications shall be addressed to City Council.
e. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. Southern California Logistics Airport Authority (S CLAA) and Victorville Water District (VWD).
f. A report on compliance and on the internal control over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards. Southern California Logistics Ai rport Authority (SCLAA), and Victorville Water District (VWD).
3. Apply to the management discussion and analysis those procedures required by the auditing standards to be applied to required supplementary information.
The auditor will apply an understanding of the method of preparation, the EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
17/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 source and basis for the information presented, comparing for consistency to the audited data, and ascertaining that the management’s discussion and analysis contains all of the information required by GASB 34 and does not contain information prohibited to be presented in the management’s discussion and analysis.
4. Present and discuss the annual basic financial statements and results of operations at an Audit Committee and City Council meeting.
5. Prepare and submit a management letter at the conclusion of the annual audit.
The management letter shall report all significant opportunities for realistically improving internal controls of the City’s operations and procedures that are discovered or observed by the auditor, in the course of the annual audit and management response to the recommendations.
6. Provide general consultation on financial reporting matters.
7. The auditor shall communicate in a letter to the City Manager any significant deficiencies, as defined by professional auditing standards, found during the audit. Any irregularities or illegal acts that come to the auditor’s attention will be reported immediately to the City Manager.
8. Reporting to t he Audit Committee. Auditors shall inform the City’s Audit Committee of each of the following:
a. The auditor’s responsibility under generally accepted auditing standards.
b. Significant accounting policies.
c. Management judgments and accounting estimates.
d. Significant audit adjustments.
e. Other information in documents containing audited financial statements.
f. Disagreements with management.
g. Major items discussed with management prior to retention. h. Difficulties encountered in performing the audit.
9. It is the responsibility of the auditor to request and acquire access to any needed information pertinent to audits of previous year’s financial statements.
The most likely source for obtaining such information is City staff and the City’s independent financial auditor for the year(s) in question.
10. From time to time, the City may require special services or assistance which could be subject to a new contract or amendments to this contract entered into in accordance with all applicable City regulations. Any such ad ditional work agreed to between the City and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the Cost Proposal required per Section V.
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
18/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 B. Special Considerations
1. The City of Victorville may seek to obtain the “Certificate of Award for Outstanding Financial Reporting” from the California Society of Municipal Finance Officers or the “Certificate of Achievement for Excellence in Financial Reporting” from the Government Finance Officers Association of the United States and Canada. The City will expect the annual comprehensive financial report to meet the requirements of these programs.
C. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of Victorville of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees:
• City of Victorville
• Department of Housing and Urban Development
• U.S. Government Accountability Office (GAO)
• Parties designated by the federal or state governments or by the City of Victorville as part of an audit quality review process • Auditors of entities of which the City of Victorville is a sub-recipient of grant funds
• Auditors of entities of which the City of Victorville is a component unit
In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.
IV. DESCRIPTION OF THE GOVERNMENT
A. Back
ground Information
The City of Victorville is located in the High Desert, along Interstate 15 about 40 miles north of the City of San Bernardino and serves an area of 74.09 square miles with a population of 137,193. The City of Victorville’s fiscal year begins on July 1st and ends on June 30th.
The City of Victorville provides the following services to its citizens:
• Police (Contract with San Bernardino County Sheriff)
• Fire
• Community Services – Parks (including Golf), Recreation and Library • Arterial Street Lighting and Residential Street Lighting EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
19/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 • Parking Enforcement
• License Control
• Traffic Control
• Transit Center
• CNG Fueling Station
• Water
• Wastewater Treatment and Sanitation
• Municipal Utility (gas aggregation and electric)
• Street Maintenance and Street Sweeping
• Graffiti Removal
• Building Inspection and Code Enforcement
• Public Works
• Animal Control
• Planning and Zoning
• Solid Waste Management and Source Reduction and Recycling • Airport
B. Fund Structure
The City of Victorville uses the following fund types and account groups in its financial reporting:
Fund
Type/Account Group
• General Fund
• Special Revenue Funds
• Debt Service Funds
• Enterprise Funds
• Trust and Agency funds
• General Fixed Assets Account Group
• General Long-Term Debt Account Group
C. Budg
etary Basis of Accounting
Budgets for the General, Enterprise, Special Revenue and Debt Service Funds are adopted on a basis consistent with generally accepted accounting principles. The modified accrual basis of accounting is employed in the preparation of the budget. At fiscal year -end, personnel and operations budget appropriations lapse, and incomplete capital improvement budget appropriations are carried over in the following fiscal year.
D. Federal
and State Awards
During the fiscal year to be audited, the City of Victorville received various Federal and State awards. The City’s major grantors are the U.S. Department EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
20/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 of Housing and Urban Development’s Community Development Block Grant, U.S. Department of Transportation and Federal Aviation Administration.
E. Pens ion Plans
The City contributes to the California Public Employees' Retirement System (PERS), an agent multiple-employer public employee retirement system that acts as a common investment and administrative agent for participating public entities within the State of California.
F. Compo
nent Units
The City of Victorville is defined, for financial reporting purposes, in conformity with the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, Section 2100. Using these criteria, component units are included in the City of Victorville's financial statements. These component units are included in the City of Victorville’s financial statements because their governing body is substantially the same as that of the City and provides services or other benefits almost entirely to the City. The component units identified below are included in the City’s reporting entity because of their operational significance or financial relationships with the City. These component units are controlled by common governing boards, which are substantially the same as the City’s, and are presented as blended component units for financial reporting purposes. The component units have the same fiscal year end as the City.
The management of the City of Victorville identified the following component units for inclusion in the City of Victorville's financial statements:
1. Southern California Logistics Airport Authority
2. Victorville Water District
T he Southern California Logistics Airport Authority (SCLAA) and the Victorville Water District (VWD) are to be separately audited with the issuance of the Independent Auditor’s Report on the General Purpose Financial Statements and Supplementary Information, and the Independent Auditor’s Report on Compliance and on Internal Control over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards. These reports are to be incorporated into the Annual Comprehensive Financial Report.
G. Joint
Ventures
The City is a member of five (5) Joint Powers Authorities.
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
21/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 Victor Valley Wastewater Reclamation Authority (VVWRA), this Joint Powers Authority operates a regional wastewater treatment facility. The City is a member agency and one of its City Council members also s erves on the Authority’s Board.
Public Entity Risk Management Authority (PERMA) is a Joint Powers Authority and provides insurance for many governmental agencies in California including the City of Victorville.
Victor Valley Transit Authority (VVTA) is a Joint Powers Authority whose members consist of the County of San Bernardino and the cities of Victorville, Adelanto, Apple Valley, Hesperia and Barstow. The transit system is made up of a combination of fixed routes, with certain deviations, and cer tain demand response services.
The Mojave Desert and Mountain Integrated Waste Management Joint Powers Authority (MDMIWM JPA) is a Joint Powers Authority whose members jointly exercise their powers for the study and planning of ways and means to develop Source Reduction and Recycling elements and facilities.
The City acts as fiscal agent of the Authority and the Authority’s cash balance is included in trust and agency funds.
Southern California Logistics Airport Authority (SCLAA), formerly Southern California International Airport Authority, is a Joint Powers Authority formed by the City of Victorville and the Victorville Redevelopment Agency and began operation in June 1999. It operates the Southern California Logistics Airport Authority, formerly operated by VVEDA. Current members of this JPA are the City of Victorville and the Victorville Water District. The City acts as fiscal agent for the Authority.
H. Fina
nce Operations
The Finance Director / City Treasurer reports to the Deputy City Manager.
Finance staff consists of 47 employees (including vacancies). The principal functions performed, and the number of employees assigned to each are as follows:
Function
Number of Employees
Administration (Management, Mail Services,
and Budgeting) 5
Revenue Section (Cashiering and Billing,
Treasury, A/R) 24
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
22/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 Accounting Section (Accounting,
Payroll, A/P, Capital Assets) 13
Purchasing Section (Purchasing,
Contract Administration, Central Stores) 5
I. Compu
ter System
Hardw
are
The City has personal computers networked through Windows version 10.0 and uses Office 365. This network extends to all City departments and provides enterprise-wide connectivity and e-mail capability.
Softw
are
On December 1, 2009, Council approved the purchase of new financial software, Tyler Technologies MUNIS. The system provides comprehensive and fully integrated functions such as: General Ledger, Budget, Accounts Payable & Receivables, Purchasing, Payroll & Human Resources, Fixed Assets, Inventory, Grant & Project Managements, and Uti lity Billing.
Currently, staff is on the 2019 version of MUNIS.
V. TIME REQUIREMENTS
A. Key da
tes for proposal evaluation and selection:
Request for proposal issued September 5, 2023
Due date for proposal October 12, 2023
Interview with Finalists November 7, 2023
Selected firm notified November 14, 2023
Council Award (if needed) December 5, 2023
Contract Date January 4, 2024
B. Date
Audit May Commence:
The City of Victorville will have all records ready for the audit and all management personnel available to meet with the firm's personnel as of October 1
st, 2024.
C. Sched
ule for the 2024 Fiscal Year Audit (similar schedules will be developed in subsequent years)
Eac
h of the following should be completed by the auditor no later than the dates indicated:
1. Entrance conference May 2024
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
23/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 The purpose of this meeting will be to discuss any prior audit problems and the interim work to be performed. This meeting will also be used to establish overall liaison for the audit and to plan for workspace and other needs of the auditor.
2. Interim work June 2024
3. Progress conference July 2024
The purpose of this meeting will be to summarize the results of the preliminary tests of the key internal controls and to discuss a written report of items of concern or other matters to be tested.
4. Detailed Audit Plan July 2024
The auditor shall provide both a detailed audit plan and a list of all schedules to be prepared by the City of Victorville.
5. Entrance conference to commence
Year-end audit work Early October 2024
6. Fieldwork TBD
7. Exit conference TBD
The purpose of this meeting will be to summarize the results of the field work and to review significant findings.
8. Draft Reports
ACFR, VWD, and SCLAA December 16, 2024
The auditor shall have drafts of the audit reports and recommendations to management available for review by the Finance Director by this date.
9. Audit Committee Meeting January 7, 2025 (TBD)
The auditor shall be prepared to meet in person with the audit committee during this week to present the draft reports and findings and recommendations for audit committee comments.
10. Final Reports
Photo-Ready CAFR January 21, 2025
Management Letter Comments January 21, 2025
Single Audit Report January 21, 2025
Victorville Water District January 21, 2025
SCLAA Report January 21, 2025
D. Date F
inal Report is due
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
24/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 The A uditor, with the assistance of staff, shall prepare draft financial statements, notes and all required supplementary schedules. A revised report, including draft auditor's reports shall be delivered to the Finance Director by December 16, 2024 for all entities.
The Fi
nance Director and staff will complete their review of the draft report as expeditiously as possible. It is not expected that this process should exceed one (1) week. During that period, the auditor should be available for any meetings that may be necessary to discuss the audit reports. Once all issues for discussion are resolved, the final draft report shall be delivered to the Finance Director within three (3) working days. This will be distributed to the audit committee for review for the meeting in January. It is anticipated that this meeting will result in finalization and a final, print-quality copy of the report (pdf), delivered by January 21, 2025 with hard-copy reports being delivered within two weeks of that finalization date.
The f
inal report shall be delivered to the Finance Director, 14343 Civic Drive, Victorville, California, 92392.
VI. ASSIST
ANCE TO BE PROVIDED TO THE AUDITOR AND REPORT
PREPARATION
A. Financ e Department and Clerical Assistance
The Fi
nance Department staff and responsible management personnel will be available during the audit to assist the firm by providing direction to needed sources of information, documentation and explanations. The City of Victorville will prepare the confirmation letters.
B. Payroll
Payro
ll is processed in-house by Finance Department staff. Verification of confidential personal information for census or payroll testing will be coordinated during on-site visits for protection of PII.
C. Stat ements and Schedules to be Prepared by City Staff As not
ed in paragraph "A" of this section, the City of Victorville Finance staff will provide limited audit assistance as is reasonably possible and appropriate.
The City’s Finance Division staff will prepare most of the Prepared by Client (PBC’s) schedules. The list of PBC’s required by the auditors shall be provided to the City during the interim audit.
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
25/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 D. Work Area and Equipment
Remote r
ead-only access will be granted to the auditors for non-confidential financial information in our Financials System during designated audit timeline. Additionally, during on-site visits, the City of Victorville will provide the auditor with reasonable workspace, desks, and chairs. The auditor will also be provided with access to telephone lines, and photocopying/scanning facilities subject to the following restrictions:
• Personal use
• Other Client work within reason
E. Report Preparation
Report
preparation, editing and typing of all reports shall be the responsibility of the auditor.
EXHIBIT A, SCOPE OF SERVICES, PROJECT JM24-024
26/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 27 Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24- 024
EXHIBIT B
C
OST PROPOSAL AND FEE SCHEDULE
S
ee Attachment
EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 28/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 29/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 30/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 31/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 32/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 33/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 34/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 35/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 36/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 37/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 38/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 39/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 40/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024 EXHIBIT B, COST PROPOSAL/FEE SCHEDULE, PROJECT JM24-024 41/Consultant/Professional Services Provider Agreement/Badawi & Associates, CPAs/Project JM24-024