HomeMy WebLinkAboutPrice Page & Company Agreement Consultant Services 5-25-23 L/Uk:UJII�f.lI CI IVCIUytC IU. CUZ7U4M00-U01FJ-N IUL,-DL,I,U-:,V0000 I JMOOL
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT is made and entered into effective on Ma 25, 2023 ,
by and between the CITY OF FRESNO, a California municipal corporation (CITY), and
Price Paige & Company, Certified Public Accountants, LLP, (CONSULTANT).
RECITALS
WHEREAS, CITY desires to obtain professional consulting services for the review
and assessment of internal controls (Project); and
WHEREAS, 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, 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 CITY by its
(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. CONSULTANT shall perform to the satisfaction of CITY
the services described in Exhibit D, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit D.
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 CONSULTANT as described in Exhibit D 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 D.
3. Compensation.
(a) CONSULTANT'S sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall be a total fee not to
exceed $139,800, paid on the basis of the rates set forth in the schedule of fees and
expenses contained in Exhibit A.
(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. 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.
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(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 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. CONSULTANT shall not be entitled
to any additional compensation if services are performed prior to a signed written
amendment.
4. Termination Remedies and Force Mameure.
(a) This Agreement shall terminate without any liability of CITY to
CONSULTANT upon the earlier of: (i) CONSULTANT'S filing for protection under the
federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by
a third party against CONSULTANT; (ii) 7 calendar days prior written notice with or without
cause by CITY to CONSULTANT; (iii) 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. CONSULTANT may terminate
the Agreement or performance of any part of the services upon written notice to CITY if
CONSULTANT determines that the performance of any part of the Services would be in
conflict with law, or professional rules.
(b) Immediately upon any termination or expiration of this Agreement,
CONSULTANT shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to CITY any and all unearned
payments and all properties and materials in the possession of CONSULTANT that are
owned by CITY. Subject to the terms of this Agreement, CONSULTANT shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. 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 CONSULTANT to
satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold
an amount that would otherwise be payable as an offset to, but not in excess of, CITY'S
damages caused by such failure. In no event shall any payment by CITY pursuant to this
Agreement constitute a waiver by CITY of any breach of this Agreement which may then
exist on the part of CONSULTANT, nor shall such payment impair or prejudice any
remedy available to CITY with respect to the breach.
(d) Upon any breach of this Agreement by CONSULTANT, 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, consequential, economic and incidental damages for the
breach of the Agreement. If it is determined that CITY improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) CONSULTANT shall provide CITY with adequate written assurances
of future performance, upon Administrator's request, in the event CONSULTANT fails to
comply with any terms or conditions of this Agreement.
(f) CONSULTANT shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of CONSULTANT and without
its fault or negligence such as, acts of God or the public enemy, acts of CITY in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
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severe weather, and delays of common carriers. 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
CONSULTANT pursuant to this Agreement shall not be made available to any individual
or organization by CONSULTANT without the prior written approval of the Administrator.
During the term of this Agreement, and thereafter, CONSULTANT shall not, without the
prior written consent of CITY, disclose to anyone any Confidential Information, except to
those officers, directors, partners, principals, members, employees, subcontractors and
agents who require this information in order to provide the services contemplated by this
Agreement. The term Confidential Information for the purposes of this Agreement shall
include all proprietary and confidential information of 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 CITY. Disclosure of
Confidential Information shall not be precluded if such disclosure: (a) is in response to a
valid subpoena or order of a court or other governmental body of the United States or any
political subdivision thereof; or (b) is required by law or regulation. To the extent permitted
by law, CONSULTANT shall give reasonable prior notice to CITY and CITY shall
determine whether to obtain a protective order or other appropriate relief.
(b) CONSULTANT shall not permit the reproduction or use thereof by
any otherperson except as otherwise expressly provided herein. CITY shall own all final
reports and other completed deliverables created under this Agreement and delivered to
CITY, excluding any Consultant Material (defined below) contained or embodied therein
("Deliverables"). However, CITY may not alter or amend any Deliverables issued under
CONSULTANT'S name. CONSULTANT may retain a copy of Deliverables for archival
purposes. CONSULTANT shall own: (i) its working papers and any engagement
documentation; and (ii) any general skills, know-how, expertise, ideas, concepts,
methods, techniques, processes, software, materials, or other intellectual property which
may have been discovered, created, received, or developed by CONSULTANT either
prior to or as a result of providing services under the Agreement (collectively, "Consultant
Materials"). CITY shall have a non-exclusive, non-transferable license to use Consultant
Materials for its own internal use and only for the purposes for which they are delivered
to the extent they form part of a Deliverable. Notwithstanding anything to the contrary in
this Agreement, CONSULTANT and its personnel are free to use and employ their general
skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas,
concepts, know-how, methods, techniques or skills gained or learned during the course
of this Agreement so long as they acquire and apply such information without any
unauthorized use or disclosure of confidential or proprietary information of CITY.
(c) If CONSULTANT should subcontract all or any portion of the services
to be performed under this Agreement, 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.
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6. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as CONSULTANT represents to CITY that
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, CITY relies upon the skill of
CONSULTANT and any subcontractors to do and perform such services in a skillful
manner and CONSULTANT agrees to thus perform the services and require the same of
any subcontractors. Therefore, any acceptance of such services by CITY shall not
operate as a release of CONSULTANT or any subcontractors from said professional
standards.
7. Indemnification. To the furthest extent allowed by law, CONSULTANT shall
indemnify, hold harmless and defend 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 cost to enforce this agreement)that
arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of
CONSULTANT, its principals, officers, employees, agents or volunteers in the performance of this
Agreement.
If CONSULTANT should subcontract all or any portion of the services to be performed under this
Agreement, CONSULTANT shall require each subcontractor to indemnify, hold harmless and defend
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, 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 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.
(b) If at any time during the life of the Agreement or any extension,
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 CONSULTANT
shall be withheld until notice is received by CITY that the required insurance has been
restored to full force and effect and that the premiums therefore have been paid for a
period satisfactory to CITY. Any failure to maintain the required insurance shall be
sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant
to this section shall in any way relieve CONSULTANT of its responsibilities under this
Agreement. The phrase "fail to maintain any required insurance" shall include, without
limitation, notification received by 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 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 duty to indemnify CITY
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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 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.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to CITY'S execution of this Agreement, 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, CONSULTANT shall have the obligation
and duty to immediately notify CITY in writing of any change to the information provided
by CONSULTANT in such statement.
(b) 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 CITY, CONSULTANT shall provide a written opinion
of its legal counsel and that of any subcontractor that, after a due diligent inquiry,
CONSULTANT and the respective subcontractor(s) are in full compliance with all laws
and regulations. 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, CONSULTANT shall
immediately notify CITY of these facts in writing.
(c) In performing the work or services to be provided hereunder,
CONSULTANT shall not employ or retain the services of any person while such person
either is employed by 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) CONSULTANT represents and warrants that it has not paid oragreed
to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure
this Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of 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. 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, CONSULTANT shall remain responsible for complyingwith
Section 9(b), above.
(f) If CONSULTANT should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, CONSULTANT shall
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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. Recyclirg Program. In the event 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, CONSULTANT at its sole cost and expense shall:
(i) Immediately establish and maintain a viable and ongoing recycling program,
approved by CITY'S Solid Waste Management Division, for each office and
facility. Literature describing CITY recycling programs is available from
CITY'S Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
(11) Immediately contact 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.
(iii) Cooperate with and demonstrate to the satisfaction of CITY'S Solid Waste
Management Division the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of 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 CONSULTANT'S expenses pertaining to the Project shall
be kept on a generally recognized accounting basis and shall be available to 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. If any litigation, claim, negotiations, audit or other action is
commenced before the expiration of said time period, all records shall be retained until
such action is resolved, or until the end of said time period whichever shall later occur. If
CONSULTANT should subcontract all or any portion of the services to be performed
under this Agreement, 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 CITY, CONSULTANT shall
have provided evidence to CITY that CONSULTANT is licensed to perform the services
called for by this Agreement (or that no license is required). If CONSULTANT should
subcontract all or any portion of the work or services to be performed under this
Agreement, CONSULTANT shall require each subcontractor to provide evidence to 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, 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 a disabled
veteran or veteran of the Vietnam era. Subject to the foregoing and during the
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performance of this Agreement, CONSULTANT agrees as follows:
(a) 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) 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.
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 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. CONSULTANT
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination clause.
(c) CONSULTANT will, in all solicitations or advertisements for
employees placed by or on behalf of 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) 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
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 CONSULTANT should subcontract all or any portion of the services
to be performed under this Agreement, CONSULTANT shall cause each subcontractor to
also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, CONSULTANT
is acting solely as an independent contractor. Neither CONSULTANT, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee, joint
venturer, partner, or associate of CITY for any purpose. CITY shall have no right to control
or supervise or direct the manner or method by which CONSULTANT shall perform its
work and functions. However, CITY shall retain the right to administer this Agreement so
as to verify that 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 CONSULTANT and CITY. CONSULTANT shall have no authority to bind CITY
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absent CITY'S express written consent. Except to the extent otherwise provided in this
Agreement, CONSULTANT shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, CONSULTANT
and its officers, agents, and employees shall have absolutely no right to employment
rights and benefits available to CITY employees. 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,
CONSULTANT shall be solely responsible, indemnify, defend and save CITY harmless
from all matters relating to employment and tax withholding for and payment of
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 CITY employment benefits,
entitlements, programs and/or funds offered employees of 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, CONSULTANT may be providing
services to others unrelated to 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. Bi_ nding. 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
parties' respective heirs, successors, assigns, transferees, agents, servants, employees,
and representatives.
16. Assignment.
(a) This Agreement is personal to CONSULTANT and there shall be no
assignment by CONSULTANT of its rights or obligations under this Agreement without
the prior written approval of the City Manager or designee. Any attempted assignment by
CONSULTANT, its successors or assigns, shall be null and void unless approved in
writing by the City Manager or designee.
(b) CONSULTANT hereby agrees not to assign the payment of any
monies due CONSULTANT from CITY under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all monies
due CONSULTANT directly to CONSULTANT.
17. Compliance With Law. In providing the services required under this
Agreement, CONSULTANT shall at all times comply with all applicable laws of the United
States, the State of California and 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.
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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. Governing 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.
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, each
party shall be responsible for its own 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
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oral. This Agreement may be modified only by written instrument duly authorized and
executed by both CITY and CONSULTANT.
29. The City Manager, or designee, is hereby authorized and directed toexecute
and implement this Agreement. The previous sentence is not intended todelegate any
authority to the City Manager to administer the Agreement, any delegation of authority
must be expressly included in the Agreement.
30. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE ARISING
OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS 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 Calif '�, ggj�ipal corporation Accountants, LLP
By: By:
Georgeanne . hite �
r �
City Manager Name: C S L
APPROVED AS TO FORM: Title: Ct G f "��� �n ✓�
CITY ATTORNEY'S OFFICE (If corporatio r LW., Board
Chair, Pres. or Vice Pres.)
By: 5/17/23
Jamie Kalebjian Date Applicable Professional License:
Deputy City Attorney Number: 66479
Name: Fausto Hinojosa
ATTEST: Date of Issuance: May 13, 1994
TODD STERMER, CMC
City CI 5 ��:9 by:
CONSULTANT:
By: Name: Price Paige & Company, Certified
6/14/23 - Public Accountants, LLP
Attention: Fausto Hinojosa, CPA
Address: 570 N Magnolia Ave,
Suite 100
Addresses Clovis, CA 93611
Phone: (559) 299-2344
Email: fausto@ppcpas.com
CITY:
City of Fresno
Attention: Ruth F. Quinto, CPA
Assistant City Manager
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8000
E-mail: ruthie.quinto@fresno.gov
Attachments:
1. Exhibit A—Schedule of Fees and Expenses
2. Exhibit B—Insurance Requirements
3. Exhibit C—Conflict of Interest Disclosure
4. Exhibit D —Scope of Services
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EXHIBIT A
SCHEDULE OF FEES AND EXPENSES
Fee Summary—Task 4 Internal Controls
Title Rate Hours Cost
Partner $350 40 $14,000
Manager $265 120 $31,800
Supervisor $215 360 $77,400
Staff $130 100 $13,000
Admin $90 40 $3,600
660 $139,800
Our cost proposal is based upon our current understanding of the work to be performed outlined under
Scope of Services, and we give you a "Total Not-to-Exceed Price" for these services. In the event
disclosures in the engagement indicate extraordinary circumstances that warrant more intensive and
detailed services, we will provide to management in advance all pertinent facts relative to the
extraordinary circumstances and discuss additional fees.
The fees are made with the following assumptions: 1) the books of the City of Fresno will be properly
closed and reconciled, 2) records will be complete and readily available at the start of the engagement
and 3) representations made to us during this proposal process will remain effective throughout the
engagement.
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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;
(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.
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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.
Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved
by, the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or his/her
designee, either:
0) The insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or
(ii) CONSULTANT shall provide a financial guarantee, satisfactory to CITY'S Risk
Manager or his/her designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall CITY be
responsible for the payment of any deductibles or self-insured retentions.
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 and for all
ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 04
13 and CG 20 37 04 13 or by an executed manuscript insurance company endorsement
providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.
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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. For any claims relating to this Agreement, 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 by
using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and non-contributory status as broad as that contained
in ISO Form CG 20 01 04 13.
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.
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-
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.
Should any of the required policies provide that the defense costs are paid within the Limits of Liability,
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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.
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.
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 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
Conflict of Interest
Disclosure and Acknowledgement
Agreed Upon Procedures (AUPs)
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 ❑
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 employeel ❑ A
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: Ov k'-s
Signature
C')w :S yi�'+'A-7CZ Fausto Hinoicsa. Partner
(Name)
p ►.�� cr�j 6 b vS1�efJ 570 N Magnolia, Suite 100
e- GI�-Y F (Alm qSa-
�-S Clovis. CA 93611
II I (City State Zip)
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Exhibit D
Scope of Services
Task 4. Conduct an evaluation of the City's Finance Department's internal controls.
The evaluation will be broad and may involve topics such as effectiveness of
internal controls, the reliability of financial data, safeguarding of assets, and
compliance with laws and regulations. The work engagement may vary and
will be determined based on discussions with the following parties:
1. City Manager's Office
2. Audit Committee
3. Finance Director/Controller
The review and evaluation of internal controls will include:
Accounts Payable
• Payroll
• Collections
Accounts Receivable
Treasury
® Grants Administration