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HomeMy WebLinkAboutThe Pun Group LLP - Audit Services - 2023Dow Sign Envelope ID: 5 EB F - 4D-41 F4- 13-51 EFBD4D O 7 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE PUN GROUP, LLP THIS AGREEMENT is entered into on this 20th day of June, 2023, by and between the CITY OF NATIONAL AL CITY, a municipal corporation (the "CITY"), and THE PUN GROUP, LLP a Limited Liability Partnership (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT SULTANT to provide Professional Independent Audit Services. WHEREAS, the CITY has determined that the 'CONSULTANT is a Certified Public Accounting firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY. AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to perform professional independent audit seffvices, and the CONSULTANT agrees to perform the services. set forth here in accordance with all terms and conditions contained herein and as outlined in the attached Exhibit "A". The CONSULTANT represents that all services shall be performed directly by the CONSULTANT r under direct supervision of the CONSULTANT. . EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2023. The duration of this Agreement is for the period ofJuly 1, 2023 through June 30, 2026. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to two one- year extensions. Any extension ofthis Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES* The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel ofthe CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised ofthe progress on the project. The CITY may unilaterally, or upon request from the 'CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith Dom Sign Envelope ID: 8 EB FA- D4D-41 F4- 3 B-51 EFBD4D o 7 and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Molly Brennan, Director of Administrative Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Kenneth H. Pun thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation . for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the rates set forth in Exhibit "A". The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Invoices will be processed for payment and remitted within thirty 0 days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY ILITY F WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of. performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the p compensation payable to the CONSULTANT. 7.. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: 1) be free from defects;(2) become the property of the CITY. for use with respect to this project; and 3 shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding 'reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Revised February 2023 The Pun Group, LLP Page 2of1 City of National City and Doou i n Envelope ID: B8 EB FA- 4D-41 F4- B- 1 EFBD4D OD7 The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or. in any other way, medium, or method utilize the CONSULTANT' S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT T shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT_ CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SU C I SULTAI TS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBC NSULTA TT S shall require the SU C NSULTAI T S to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE...WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable .state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT SULTANT and each of its SUBC I SULTAI T S , shall obtain and maintain a current City ofNational City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, . PERMITS_. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT SULTAI T must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants Standard Agreement Page 3 of 12 Revised February 2023 The Pun Group, LLP City of National City and Dom Sign Envelope 1D: B EB FA- 4D-41 F4- B- 1 EFBO4D O T that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD of CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. a 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or, medical condition. The CONSULTANT T will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, 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 any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. TI=. The CITY may from time to time communicate to the CONSULTANT T certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any Standard Agreement Page 4 of 12 City of National City and Revised February 2023 The Pun Group, LLP Dom i n Envelope ID: B EB F -D4 D-41 F4- B- 1 E FBD4 DA0C7 part of the information that (0 has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT T without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT T shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT SULTAI T shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. .To the maximum extent provided by law, The CONSULTANT T agrees to defend, indemnify .nd hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT T shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eli ' ibilit Indemnification. If CONTRACTOR' s employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY. for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of anypenalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; 2 be entitled to any benefits under PERS; 3 enroll in PERS as an employee of CITY; receive any employer contributions paid by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue to a CITY employee. CO TACT R's . employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. Standard Agreement Page 5 of 12 City of National City and Revised February 2023 The Pun Group, LLP Do u ign Envelope ID: 88293CFA-2C4D-41F4-93C15-51EFBD4DAOC7 16.2 Limitation ofCITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor. C NTRACT R's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make a.y federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 16.3 jidenithfication for Emplgyee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to P RS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of(1) CONTRACTOR, 2 any e. mployec of CONTRACTOR, or 3 any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees., and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its S C NS LTANT S , when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. El If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or `location" should be noted with specificity on an endorsement that shall be incorporated, into the policy. Standard Agreement Page 6 of 12 Revised Februal) 2023 The Pun Group, LIT City of National City and Do u i n Envelope ID: 2EB F -2 4D-41 F4- 13- 1 EFBD4DAO 7 I. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no . employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty days prior written notice to the Mrs Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions.) of this Agreement. In addition, the " retro'"' date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insuranrequired by this Section shall be: City of National City co Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current e st' s Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted . "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all insurance policiesrequired by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach ofthis Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify .the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Standard Agreement age 7 of 1 City of National City and. Revised February 2023 The Pun Group, LLP DDowu i n Envelope ID: EB FA- D4D-41 F4- B- 1 EFEtD4DAO 7 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event,. the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not, be considered in determining the amount of the judgment or award. ttorne 's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Terminationwithout cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 0-day period the CONSULTANT shall perform all services in accordance. with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: 1 the filing of a petition in bankruptcy affecting the CONSULTANT;(2) a reorganization of the CONSULTANT for the benefit of creditors; or 3 a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, Standard Agreement Page 8 of 12 City of National City and Revised February 2023 The Pun Group, LLP Doou i n Envelope ID: BB EB F - D-41 F4- B- 1 EFBD D O 7 when delivered to the telegraph company with charges prepaid, or if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Molly Brennan Director of Administrative Services City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Kenneth H. Pun, CPA, CGMA Managing Partner The Pun Group, LLP 4660 La Jolla Village Dr, Suite 100 San Diego, CA 92122 Notice of changof address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence uence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Goverment Code Section 87103. The CONSULTANT T represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. El If checked, the CONSULTANT shall comply with all of the reporting p g requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by. the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts Standard Agreement Page 9 of 12 City of National City and - Revised February 2023 The Pun Group, LLP Dom i n Envelope ID: 8 EB F , D4D-41 F4- D- 1 EFBD4D O as set forth in California Labor Code, including but not limited to, Sections 1720, 1 2 ,2, 1 2 , , 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday.. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determin.tion of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. FT. Waiver, The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. . Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California, J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I . Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The. CITY is engaging the services of the CONSULTANT T identified in this Agreement. The CONSULTANT shall not subcontract any Standard Agreement Page 10 of 12 City of National City and Revised February 2023 The Pun Group, LLP Do u ign Envelope ID: 8 EE - 4D-41 F4-B- 1 EFI3D4D O 7 portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the sui con ultant s shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 1and the indemnificationand hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, 1ii each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rile or construction to the effect that am iguitie are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. Standard Agreement Page 11 of 12 City of National City and Revised February 2023 The Pun Group, LLP DocuSign Envelope ID: BB EBCFA-2C4D-41 F4-93CB-51 EFBD4DAOC7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement ment on the date and year first above written. CITY E NATIONAL CITY By: on Morrison, Mayor APPROVED AS TO FORM: By: Barry J. City Attorney I THE, PUN R P, LLP (Corporation - signatures of * D corporate officers required) (Partnership or Sole proprietorship - one signature) ,---DocuSigned by: PIA& BY.; FF?9fiAc1Ff SFdiQ (Name) Kenneth H. Pun (Print) Managing Partner (Title) By: (Name) (Prin) (Title) Standard Agreement Revised February 2023 Page 12 of 12 City. of National City and The Pun Grout% LLP Dom) i n Envelope ID: S EB FA- 4D-41 F4- ^ 1 EFBD4DAO T Exhibit A Scope of Services The Consultant will be required to perform the following tasks: I. Audit of all funds of the City in accordance with the United States Government Accountability Office's Generally Accepted Government Auditing Standards; 2. Preparation, including word processing, of the City's CAFR and the financial statements of its component units in compliance with applicable GASB statements; 3.. Gann limit review pertaining to the City's appropriation limit, rendering a letter annually regarding compliance; 4. City-wide audit of the expenditures of federal grants in accordance with Uniform Guidance and preparation of the appropriate reports, testing two (2) major programs, including the Housing Choice Voucher Program ("HCVP"); 5. Financial and compliance audits of the Regional Solid Waste Association RSWA, a Joint Powers Authority; 6. Commission single audit of federal grants allocable to HCVP in accordance with Uniform . Guidance; and 7. Real Estate Assessment Center electronic submission to HUD and related attestations. Additional Services: 8. Compile the Annual State Controller's Report for the City; and 9. Serve as a resource and provide training to professional accounting staff on preparation of financial statements and best practices in conformance with applicable laws and governmental accounting standards. Auditing Standards to e followed: The Consultant shall review the financial records and all the various funds of the City and prepare all the financial statements in conformance with: 1 .Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants (AICPA); 11.The standards applicable to financial audits contained in Government Auditing Standards (2011 revision) issued by the Comptroller General of the United States; 12.The provisions of the Single Audit Act of 1.996 and the provisions of Uniform Guidance; and 13.All applicable GASB statements. Reports to be Issued: Following the completion of the audit of the fiscal year's financial statements, the Consultant shall issue: 14.A report on the ,fair presentation of the financial statements in conformity with generally accepted accounting principles for all entities listed above; 15.A report on compliance and on the internal control over financial reporting based on an audit of financial statements performed in accordance with Government Auditing Standards; 1 .A report on compliance with requirements applicable to each major program and internal control over compliance in accordance with Uniform Guidance (Single Audit); Dom Sign Envelope ID: 88 EB FA- 4D-41 F4- B- 1 EFBD4DAO 7 Exhibit A (CONTINUED) 17.A schedule of Expenditures of Federal Awards together with applicable notes to this schedule (Single Audit); 1 .A schedule of findings and questioned costs (Single Audit); 19. Status of prior year findings (Single Audit); and 20. Form SF -SAC, Data Collections Form for Reporting of Audits of States, Local Governments and Non -Profit Organizations. DomSign Envelope ID: 88 EB FA- 4D-41 F4-93 B- 1 EFBD4DAO T Fee Schedule Exhibit A (CONTINUED) Compensation and Payments Services FY 2 3 FY 2024 FY2 FY 20261 F1 1 ...,, .. City Audit, including ACFR 55,000 6, 8 8,3 0 60,100 61 , 03 Single Audit 2 Major Programs , 00 8,755 9,018 ,28 , 67 GANN Limit Included Included Included Included Included Annual State Controller's Report 4,500 4,635 43917 5,065 Financial and compliance audits of the Regional Solid Waste Association (RSWA) . . 4,120 4,371 4,502 Commission Single Audit of Federal Grants Allocable to Housing Choice Voucher Program Included Included Included Included Included REAL Electronic Submission to HUD and Related Attestations Included Included Included Included Included Total for Fiscal Year. (not -to -exceed) 72,000 74,160 76,386 783676 81, 87 Auditors Standard Billing Rates (per hour) Position FY 2023 FY 2024 FY 2025 FY 20261 FY 2027' Partners 300 30 318 328 338 Directors 200 206 212 219 225 Supervisor 175 180 186 191 197 Senior Accountants 150 155 159 164 169 Staff Accountants 125 129 133 137 141 Clerical 100 103 106 109 113 Do u ign Envelope ID: B EB FA- D4D-41 F4-93 B- 1 EFBD4DAO - Exhibit A (CONTINUED) Invoice a Payments2 Work Performed of Proposal. Amount Planning Interim Work Fieldwork Presentation and Acceptance of Reports 10% 40% 40% 10% Total 100% 1 The City has the option to extend the agreement under the sarre terms and conditions for year 4 and year 5. 2 Invoices w ill cover a period at least one calendar month. The invoices w ill be charge for work performed based c RESOLUTION NO. 2023 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, AUTHORIZING IN THE MAYOR TO EXECUTE AN AGREEMENT WITH THE PUN GROUP, LLP FOR PROFESSIONAL INDEPENDENT AUDIT SERVICES WHEREAS, S, on February 17, 2023, the City of National City issued a Request for Proposal to provide professional independent audit services for the City; and WHEREAS, EAS, the Review Committee determined that The Pun Group, LLP submitted the successful proposal; and WHEREAS, S, The Pun Group, LLP will provide the City of National City with professional independent audit services for a three-year period from July 1, 2023 to June 30, 2026 with the option to extend the agreement ent for two additional one-year periods ending June 30, 2028. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, NIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS: Section 1: That the City Council hereby authorizes the Mayor to execute the agreement for a three-year period from July 1, 2023 to June 30, 2026 with the option to extend the agreement for two additional one-year periods ending June 30, 2028. Section : That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. PASSED and ADOPTED this 20th day of June, 2023. Ron Morrison, Mayor ATTEST: Shelley Chapel, .MMC, City Clerk APPROVED AS TO FORM: Barry J. Schultz, City Attorney