HomeMy WebLinkAboutPrice Paige & Company Agreement Consultant Services 9-29-23 L uL;uo II-{.I I r- t:iuptC iu.%.r if Jr L/7-rzyDr-+I rD-.TFCO-ul,L r-0 I D4G Ir1%
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into, effective on
September 29, 2023 , by and between the CITY OF FRESNO, a California
municipal corporation (City), and Price Paige & Company, Certified Public Accountants,
LLP, a California limited liability company (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting and support services for
bank reconicliation processes and procedures (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a fully
integrated professional services firm and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement;
and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for the City by its Finance Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through June 30, 2024, subject to any earlier termination in accordance
with this Agreement. The services of the Consultant as described in Exhibit A are
to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be
completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) The Consultant's sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall not exceed
$120,000, paid on the basis of the rates set forth in the schedule of fees
and expenses contained in Exhibit A.
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(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business.
The City shall not be obligated to reimburse any expense for which it has
not received a detailed invoice with applicable copies of representative and
identifiable receipts or records substantiating such expense.
(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to the
Consultant's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. The Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination. Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) seven
calendar days prior written notice with or without cause by the City to the
Consultant; (iii) the City's non-appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to the
City any and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
terms of the Agreement; and/or (iii) recover all direct, indirect,
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consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
(e) The Consultant shall provide the City with adequate written assurances of
future performance, upon Administrator's request, in the event the
Consultant fails to comply with any terms or conditions of this Agreement.
(f) The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify Administrator in writing as soon as it is
reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, the Consultant shall not, without the prior written consent of the
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in the City.
(b) Any and all writings and documents prepared or provided by the Consultant
pursuant to this Agreement are the property of the City at the time of
preparation and shall be turned over to the City upon expiration or
termination of the Agreement. The Consultant shall not permit the
reproduction or use thereof by any other person except as otherwise
expressly provided herein.
(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
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Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees, litigation expenses, and costs to enforce this
agreement) that arise out of, pertain to, or relate to the negligence, recklessness
or willful misconduct of the Consultant, its principals, officers, employees,
agents, or volunteers in the performance of this Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor
to indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or(ii) as may be authorized in writing by the
City's Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect
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and that the premiums therefore have been paid for a period satisfactory to
the City. Any failure to maintain the required insurance shall be sufficient
cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state, and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of the City, the Consultant shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, the Consultant and the respective
subcontractor(s) are in full compliance with all laws and regulations. The
Consultant shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of
any facts giving rise to the appearance of a conflict of interest, the
Consultant shall immediately notify the City of these facts in writing.
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(c) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d) The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit,
or procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project unless fully disclosed to and
approved by the City Manager, in advance and in writing. The Consultant
and any of its subcontractors shall have no interest, direct or indirect, in any
other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and
approved by the City Manager, in advance and in writing. Notwithstanding
any approval given by the City Manager under this provision, the Consultant
shall remain responsible for complying with Section 9(b), above.
(f) If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event the Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
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(b) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Administrator or
designee.
(b) Records of the Consultant's expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should
subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply
with the requirements of this paragraph. This Section 11(b) shall survive
expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
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a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
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(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to the City employees. The
Consultant shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the
Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for
and payment of the Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City employment
benefits, entitlements, programs and/or funds offered employees of the City
whether arising by reason of any common law, de facto, leased, or co-
employee rights or other theory. It is acknowledged that during the term of
this Agreement, the Consultant may be providing services to others
unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
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parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. Governinq Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
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23. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the Exhibit or Attachment. Furthermore, any terms or
conditions contained within any Exhibit or Attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO, Price Paige & Company, Certified Public
a California municipal corporation Accountants, LLP,
By: IDocusigned by: 10/3/2023 p a California limited liabilitycompany
LA-L
f'ge�tifffe White, By:
City Manager
Name: Joshua Giosa
APPROVED AS TO FORM:
ANDREW JANZ Title: Partner
City Attorney (If corporation or LLC., Board Chair,
by: Pres. or Vice Pres.)
By:F;;7Z,, (,W 9/21/2023
Brado nn . Collet Date BY
Supervising Deputy City Attorney
Name:
ATTEST:
TODD STERMER, CMC Title:
City Clerk (If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Docusigned by:
10/4/2023
By VmA ue Any Applicable Professional License:
$$CAI388820964E3
Number: 119801
Deputy Name: Joshua Giosa
Addresses: Date of Issuance: 8/1/2013
Number: 8241
CITY: Name: Price Paige and Company
City of Fresno Date of Issuance: 2/9/2023
Attention: Santino Danisi, Finance
Director/Controller CONSULTANT:
2600 Fresno Street Price Paige & Company, Certified
Fresno, CA 93721 Public Accountants, LLP
Phone: (559) 621-7006 Attention: Josh Giosa, CPA
E-mail: santino.danisi@fresno.gov 570 N Magnolia Ave
Suite 100
Clovis, CA 93611
Phone: (559) 299-2344
Attachments: E-mail: josh@ppcpas.com
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Price Paige & Company, Certified Public Accountants, LLP (Consultant)
Services will include the assistance in preparing the monthly bank reconciliations for the
period spanning July 2022 - June 2023.
The following will be provided at the conclusion of the project:
- A copy of all reconciliations
- Any unreconciled bank activity
- Assistance in preparing any journal activity required to correct unreconciled bank
activity
- All workpapers or other documents used to complete the reconciliation process will be
provided to City Staff
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SCHEDULE OF FEES AND EXPENSES
Anticipated fees for the project are estimated at $90,000 per the schedule summarized
below and will not exceed $120,000, in the case where additional hours are needed to
complete the project.
Project Hours/Cost:
Partner: 30 Estimated hours X $290/hr = $8,700
Senior: 245 Estimated hours X 180/hr = $44,100
Staff: 310 Estimated hours X 120/hr = $37,200
Total = $90,000*
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Exhibit B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Price Paige & Company, Certified Public Accountants, LLP (Consultant)
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under "Minimum Limits of
Insurance."
2. The most current version of Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1-Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT'S profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents and volunteers as additional insureds,
shall be the greater of the minimum limits specified herein or the full limit of any
insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
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(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form"
and afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and CONSULTANT shall also be responsible for
payment of any self-insured retentions.
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OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered
as additional insureds. CONSULTANT shall establish additional insured status for the
City under the General Liability policy for all ongoing and completed operations by use
of endorsements providing additional insured status as broad as that contained in ISO
Form CG 20 10 11 85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any available
insurance proceeds in excess of the specified minimum limits and coverage shall be
available to the Additional Insured.
3. CONSULTANT'S insurance coverage shall be primary insurance with respect to
the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self-
insurance maintained by the CITY, its officers, officials, employees, agents and
volunteers shall be excess of CONSULTANT'S insurance and shall not contribute with it.
CONSULTANT shall establish primary and non-contributory status on the General
Liability policy by use of ISO Form CG 20 01 04 13, or by an executed endorsement
that provides primary and non contributory status as broad as that contained in ISO
Form CG 20 01 04 13.
4. The Workers' Compensation insurance policy is to contain, or be endorsed to
contain, the following provision: CONSULTANT and its insurer shall waive any right of
subrogation against CITY, its officers, officials, employees, agents and volunteers.
5. All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice by certified mail, return receipt requested,
has been given to CITY. CONSULTANT is also responsible for providing written notice
to the CITY under the same terms and conditions. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in
limits, CONSULTANT shall furnish CITY with a new certificate and applicable
endorsements for such policy(ies). In the event any policy is due to expire during the
work to be performed for CITY, CONSULTANT shall provide a new certificate, and
applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
6. Should any of the required policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by any defense costs, then
the requirement for the Limits of Liability of these polices will be twice the above stated
limits.
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7. The fact that insurance is obtained by CONSULTANT shall not be deemed to
release or diminish the liability of CONSULTANT, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by CONSULTANT.
Approval or purchase of any insurance contracts or policies shall in no way relieve from
liability nor limit the liability of CONSULTANT, its principals, officers, agents, employees,
persons under the supervision of CONSULTANT, vendors, suppliers, invitees,
consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly
by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a
claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to
provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a retroactive date prior to the effective date of the Agreement or
the commencement of work by CONSULTANT, CONSULTANT must purchase
"extended reporting" coverage for a minimum of five (5) years completion of the
Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the Agreement.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the CITY'S Risk Manager or his/her designee prior to
CITY'S execution of the Agreement and before work commences. All non-ISO
endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, CONSULTANT shall immediately
furnish City with a complete copy of any insurance policy required under this
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Agreement, including all endorsements, with said copy certified by the underwriter to be
a true and correct copy of the original policy. This requirement shall survive expiration
or termination of this Agreement.
SUBCONTRACTORS
If CONSULTANT subcontracts any or all of the services to be performed under this
Agreement, CONSULTANT shall require, at the discretion of the CITY Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by CITY Risk Manager or designee. If no side agreement is
required, CONSULTANT shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and CONSULTANT shall ensure that CITY,
its officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with CONSULTANT, and
CITY, prior to commencement of any work by the subcontractor.
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation with the City of Fresno or any of ❑
its agents?
2 Do you represent any firm, organization, or person who is in ❑
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who ❑
do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with E]
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee ❑
who has any significant role in the subject matter of this
service?
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation: �es(ti Giosa
N/A 1?rhoa"l�'933..
9/21/2023
Date
josh Giosa
(Name)
Price Paige and company
(Company)
570 N. Magnolia, Clovis, CA 93611
(Address)
N/A
Li Additional page(s) attached.
(City, State Zip)
uuL,u Jlyi i CIIvviup%C Iu.l'/ I!oruu'ruOr-'i I rD-.'714C0-JI�u CD I D44 IMtA
PRICE PAIGE COMPANY
Certified Public Accountants
The Place to Be
September 6, 2023
Mr. Santino Danisi, MBA
City Controller/Finance Director
City of Fresno, Room 2156
2600 Fresno St., Suite
Fresno, CA 93721
Dear Mr. Danisi:
This letter confirms the engagement of Price Paige &Company by the City of Fresno (the City)for the following professional
services:
We will assist the City with the preparation of its bank reconciliations for the months of July 2022 through June 2023. At the
conclusion of our work, we will provide the City with a copy of all reconciliations, which will include any unreconciled bank
activity. We will then work with City personnel to develop any journal entries necessary to correct unreconciled bank activity.
After City personnel records the journal entries,we will review the City's trial balance to ensure the journal entries were properly
recorded and the correct cash balances are being reported.
All workpapers or other documents used by us during this engagement will be maintained in segregated files, and such
originals and all copies will be returned to you upon the completion of our engagement.
Electronic Data Communication and Storage and Use of Third-Party Service Provider
In the interest of facilitating our services to the City, we may communicate by facsimile transmission, send data over the
Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data
through third-party vendors' secured portals or clouds. Electronic data that is confidential to the City may be transmitted or
stored using these methods. We may use third-party service providers to store or transmit this data, such as providers of tax
return preparation and document management software. In using these data communication and storage methods, our firm
employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data
access secure in accordance with our obligations under applicable laws and professional standards. We also require all of
our third-party vendors to do the same.
You recognize and accept that we have no control over the unauthorized interception or breach of any communications or
data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures
employed by us or our third-party vendors,and consent to our use of these electronic devices and applications and submission
of confidential client information to third-party service providers during this engagement.
Engagement Administration, Fees and Other
We will schedule the engagement based in part on deadlines, working conditions, and the availability of your key personnel.
We will plan the engagement based on the assumption that your personnel will cooperate and provide assistance by performing
tasks such as preparing requested schedules, retrieving supporting documents, and preparing confirmations. If,for whatever
reason, your personnel are unavailable to provide the necessary assistance in a timely manner, it may substantially increase
the work we have to do to complete the engagement within the established deadlines, resulting in an increase in fees over our
original fee estimate.
It is our policy to keep records related to this engagement for a minimum of seven years after the report release date.
ShareFile is used solely as a method of exchanging information and is not intended to store the City's information.
Upon completion of the engagement, data and other content will be removed from ShareFile in accordance with Price Paige
&Company's policy.
570 N.Magnolia Avenue,Suite 100
Clovis,CA 93611
tel 559.299.9540
fax 559.299.2344
www.ppc.cpa
UUUU01 I I M IVCIUYU ILJ.% I I[OF LJU-FUDr-4 I D'iL IMM ,
September 6, 2023
Page 2
Our fee for the above consultation services will be within a range from a minimum of$90,000 to a maximum of$120,000
depending on the number of hours required to complete the service. Our fees are based on the expected hours required to
perform the service at our standard hourly rates. Our standard hourly rates vary according to the degree of responsibility
involved and the experience level of the personnel assigned to your consulting engagement. Our billing rates are reviewed
annually and,where appropriate, adjusted for any increases due to inflation and other factors. We will issue a monthly billing
statement for the work completed in that month. Payments for services are due when rendered and interim billings may be
submitted as work progresses and expenses are incurred. Our fee estimate is based on anticipated cooperation from your
personnel and the assumption that unexpected circumstances will not be encountered during the services listed. If significant
time is necessary,we will discuss it with you before we incur additional costs. The fees for these services will be billed at the
hourly billing rate for the individual involved, plus out-of-pocket expenses.
If any dispute pertaining to our work product arises among the parties hereto,the parties agree first to try in good faith to settle
the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting
and Related Services Disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally
by all parties.
All work will be suspended if your account becomes 90 days past due. No work will be resumed until your account is fully
paid. You acknowledge and agree that in the event we stop work or withdraw from this engagement as a result of your failure
to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable for any damages
that occur as a result of our ceasing to render services. Client and accountant both agree that any dispute over fees charged
by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional
Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and
final. IN AGREEING TO ARBITRATION,WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES
CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A
COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR
RESOLUTION.
If information becomes known that would make our continued involvement in this engagement inappropriate,or parties involved
change, we reserve the right to withdraw from this engagement. In addition, we will refuse to perform any requested act that
we deem a violation of law, public policy, or our professional ethical standards, and may, as a result, withdraw from the
engagement without penalty.
In no event will our firm be liable for incidental or consequential damages resulting from our performance on this engagement,
even if we have been advised of the possibility of such damages.
If these terms are in accordance with your understanding and meet with your approval, please return a signed copy via email
or regular mail at your earliest convenience. This agreement will become effective when you return the signed copy to us.
If the need for additional services arises, our agreement with you will need to be revised. It is customary for us to describe
these revisions in an addendum to this letter.
Sincerely,
Josh Giosa, CPA
Price Paige&Company
RESPONSE:
This letter correctly sets forth the understanding of the City of Fresno, California.
Management Signature Title Date
2023
FRESCITY