HomeMy WebLinkAboutR 2025-014
BB&K (2020) Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
RESOLUTION NO. 2025-014
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ARROYO GRANDE APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AGREEMENT
WITH MOSS, LEVI, & HARTZHEIM LLP TO PROVIDE
AUDITING SERVICES IN SUBSTANTIALLY FINAL FORM
WHEREAS, annually the City Council approves the Annual Comprehensive Financial
Report (ACFR) completed by an Independent Auditing Firm that includes basic financial
statements, as well as additional information to help readers understand the
government's finances; and
WHEREAS, staff issued a formal Request for Proposals on January 10, 2025, that
closed on February 7, 2025, and one response was received at that time; and
WHEREAS, staff reviewed the response submitted by Moss, Levi & Hartzheim, and
found it to be a responsive and responsible; and
WHEREAS, the Professional Services Agreement with Moss, Levi & Hartzheim for the
Auditing Services will continue to provide clear and transparent financial reports for the
citizens of Arroyo Grande; and
WHEREAS, Moss, Levi & Hartzheim has confirmed the selection of a new audit partner
to ensure compliance with State law; and
WHEREAS, approving the Professional Services Agreement with Moss, Levi &
Hartzheim relates to organizational or administrative activities that will not result in direct
or indirect physical changes in the environment, and therefore is not a project within the
meaning of the California Environmental Quality Act (“CEQA”) and the State CEQA
Guidelines, section 15378(b)(5); and
WHEREAS, the City will continue to incorporate the funding for Auditing Services in the
operating budget, Exhibit “A” provides a review of the compensation by fiscal year.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo
Grande, that:
1. The recitals set forth herein are true, correct and incorporated herein by this
reference.
2. The City Manager is authorized to execute the accompanying Professional
Services Agreement with Moss, Levi & Hartzheim LLP to provide auditing
services, for a period of three years with an option to extend for two additional
one-year periods, in substantially final form, subject to any minor, technical, or
non-substantive changes as approved by the City Manager in consultation with
the City Attorney.
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On motion of Council Member Loe, seconded by Council Member Secrest, and by the
following roll call vote, to wit:
AYES: Council Members Loe, Secrest, Maraviglia, Guthrie, and Mayor Ray Russom
NOES: None
ABSENT: None
the foregoing Resolution was passed and adopted this 11th day of March, 2025.
CAREN RAY RUSSOM, MAYOR
ATTEST:
JESSICA MATSON, CITY CLERK
APPROVED AS TO CONTENT:
MATTHEW DOWNING, CITY MANAGER
APPROVED AS TO FORM:
ISAAC ROSEN, CITY ATTORNEY
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CITY OF ARROYO GRANDE
PROFESSIONAL SERVICES AGREEMENT
1.PARTIES AND DATE.
This Agreement is made and entered into this 11 day of March, 2025, by and between the City of
Arroyo Grande, a municipal corporation organized under the laws of the State of California with
its principal place of business at 300 E. Branch Street, Arroyo Grande, California 93420, County
of San Luis Obispo, State of California ("City") and Moss, Levi & Hartzheim, a Limited
Liability Partnership, with its principal place of business at 2400 Professional Parkway, Suite
205, Santa Maria, CA 93455 ("Consultant"). City and Consultant are sometimes individually
referred to herein as "Party" and collectively as "Parties."
2.RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional
services required by the City on the terms and conditions set forth in this Agreement. Consultant
represents that it is experienced in providing Independent Auditing Services to public clients, is
licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the Annual
Independent Auditing Services project ("Project") as set forth in this Agreement.
3.TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Auditing consulting services
necessary for the Project ("Services"). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from March 11, 2025 to June
30, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option,
at its sole discretion, to renew this Agreement automatically for no more than two additional
one-year terms. Consultant shall complete the Services within the term of this Agreement, and
shall meet any other established schedules and deadlines. The Parties may, by mutual, written
consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Compensation.
3.2.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation
shall not exceed One Hundred Thirty Nine Thousand Seven Hundred and Ninity Dollars
($139,790) for the first 3 years; with the option for FY 2027-28 shall not exceed Forty Nine
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Thousand Nine Hundred ($49,900); and with the option for FY 2028-29 shall not exceed Fifty
One Thousand Six Hundred Sixty ($51,660) without written approval of the City Council or City
Manager, as applicable. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.2.2 Payment of Compensation. Consultant shall submit to City a monthly
invoice which indicates work completed and hours of Services rendered by Consultant. The
invoice shall describe the amount of Services provided since the initial commencement date, or
since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed
and approved charges. If the City disputes any of Consultant's fees, the City shall give written
notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth
therein. Payment shall not constitute acceptance of any Services completed by Consultant.
The making of final payment shall not constitute a waiver of any claims by the City for any
reason whatsoever.
3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.2.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the Parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written
authorization from the City.
3.3 Responsibilities of Consultant.
3.3.1 Independent Contractor; Control and Payment of Subordinates. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an
employee. Any personnel performing the Services on behalf of Consultant shall not be
employees of City and shall at all times be under Consultant's exclusive direction and control.
Neither City, or any of its officials, officers, directors, employees or agents shall have control
over the conduct of Consultant or any of Consultants officers, employees or agents, except as
set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt
and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B"
attached hereto and incorporated herein by reference. Consultant represents that it has the
professional and technical personnel required to perform the Services expeditiously. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.3.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.3.4 Substitution of Key Personnel. Consultant has represented to City that
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certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel
of at least equal competence upon written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. The key personnel for performance of this Agreement are
as follows: Nicole Valentine, Director of Administrative Services and Megan Schotborgh,
Accounting Manager.
3.3.5 City's Representative. The City hereby designates Nicole Valentine,
Director of Administrative Services, or his/her designee, to act as its representative in all matters
pertaining to the administration and performance of this Agreement ("City's Representative").
City's Representative shall have the power to act on behalf of the City for review and approval
of all products submitted by Consultant but not the authority to enlarge the Scope of Services or
change the total compensation due to Consultant under this Agreement. The City Manager
shall be authorized to act on City's behalf and to execute all necessary documents which
enlarge the Scope of Services or change the Consultant's total compensation subject to the
provisions contained in this Agreement. Consultant shall not accept direction or orders from any
person other than the City Manager, City's Representative or his/her designee.
3.3.6 Consultant's Representative. Consultant hereby designates Adam Guise,
CPA, Partner, or his/her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his/her best skill
and attention, and shall be responsible for all means, methods, techniques, sequences, and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.3.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.3.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subconsultants shall have sufficient skill and experience to perform the Services assigned to
them. Consultant represents that it, its employees and subconsultants have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, and that such licenses and approvals shall be maintained throughout the term of this
Agreement. Consultant shall perform, at its own cost and expense and without reimbursement
from the City, any services necessary to correct errors or omissions which are caused by the
Consultant's failure to comply with the standard of care provided for herein. Any employee of
the Consultant or its subconsultants who is determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety
of persons or property, or any employee who fails or refuses to perform the Services in a
manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.3.9 Period of Performance.
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3.3.9.1 Consultant shall perform and complete all Services under this
Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant
shall also perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed
upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if
the Services are not completed within the aforementioned Performance Time and/or pursuant to
any such Performance Milestones developed pursuant to provisions of this Agreement, it is
understood, acknowledged and agreed that the City will suffer damage.
3.3.9.2 Neither City nor Consultant shall be considered in default of
this Agreement for delays in performance caused by circumstances beyond the reasonable
control of the non-performing Party. For purposes of this Agreement, such circumstances
include a Force Majeure Event. A Force Majeure Event shall mean an event that materially
affects a Party’s performance and is one or more of the following: (1) Acts of God or other
natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental
authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance
of permits or approvals by governmental authorities that are required for the services); (4)
strikes and other organized labor action occurring at the site and the effects thereof on the
services, only to the extent such strikes and other organized labor action are beyond the control
of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by
use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For
purposes of this section, “orders of governmental authorities,” includes ordinances, emergency
proclamations and orders, rules to protect the public health, welfare and safety, and other
actions of a public agency applicable to the services and Agreement.
3.3.9.3 Should a Force Majeure Event occur, the non-performing Party
shall, within a reasonable time of being prevented from performing, give written notice to the
other Party describing the circumstances preventing continued performance and the efforts
being made to resume performance of this Agreement. Force Majeure Events and/or delays,
regardless of the Party responsible for the delay, shall not entitle Consultant to any additional
compensation. Notwithstanding the foregoing in this section, the City may still terminate this
Agreement in accordance with the termination provisions of this Agreement.
3.3.10 Laws and Regulations; Employee/Labor Certification.
3.3.10.1 Compliance with Laws. Consultant shall keep itself fully
informed of and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with the Services and this Agreement. All
violations of such laws and regulations shall be grounds for the City to terminate the Agreement
for cause.
3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it
fully complies with all requirements and restrictions of state and federal law respecting the
employment of undocumented aliens, including, but not limited to, the Immigration Reform and
Control Act of 1986, as may be amended from time to time and shall require all subconsultants
and sub-subconsultants to comply with the same. Consultant certifies that it has not committed
a violation of any such law within the five (5) years immediately preceding the date of execution
of this Agreement, and shall not violate any such law at any time during the term of the
Agreement.
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3.3.10.3 Equal Opportunity Employment. Consultant represents that it
is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.3.10.4 Air Quality. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARB). Consultant shall indemnify City against any fines or penalties
imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of
applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom
Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.3.10.5 Water Quality Management and Compliance. Consultant shall
keep itself and all subcontractors, staff, and employees fully informed of and in compliance with
all local, state and federal laws, rules and regulations that may impact, or be implicated by the
performance of the Services including, without limitation, all applicable provisions of the City’s
ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33
U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code
§ 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such
authority. Consultant must additionally comply with the lawful requirements of the City, and any
other municipality, drainage district, or other local agency with jurisdiction over the location
where the Services are to be conducted, regulating water quality and storm water discharges.
City may seek damages from Consultant for delay in completing the Services caused by
Consultant’s failure to comply with the laws, regulations and policies described in this Section,
or any other relevant water quality law, regulation, or policy.
3.3.10.6 Safety. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed.
3.3.11 Insurance.
3.3.11.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the City that it has secured
all insurance required under this section. In addition, Consultant shall not allow any
subconsultant to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subconsultant has secured all insurance required under this section. Failure
to provide and maintain all required insurance shall be grounds for the City to terminate this
Agreement for cause.
3.3.11.2 Types of Insurance Required. As a condition precedent to the
effectiveness of this Agreement for work to be performed hereunder, and without limiting the
indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations
under such Agreement, shall procure and maintain in full force and effect during the term of the
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Agreement the following policies of insurance. If the existing policies do not meet the insurance
requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies
to do so.
(A) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance Services Office
"occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per
occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid
in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting
coverage for contractual liability; (2) excluding coverage for claims or suits by one insured
against another (cross-liability); (3) products/completed operations liability; or (4) containing any
other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability
Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01
covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property
damage for all activities with limits of not less than $1,000,000 combined limit for each
occurrence.
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit
of not less than $1,000,000 per accident for bodily injury and disease.
3.3.11.3 Insurance Endorsements. Required insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms approved
by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The
City, its officials, officers, employees, agents, and volunteers shall be additional insureds with
regard to liability and defense of suits or claims arising out of the performance of the
Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing
operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of
Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this
Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide
endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing
the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance
policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of
cancellation has been served upon the City except ten (10) days shall be allowed for non-
payment of premium.
(B) Automobile Liability. (1) Cancellation: Required insurance
policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of
cancellation has been served upon the City except ten (10) days shall be allowed for non-
payment of premium.
(C) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written
notice of cancellation has been served upon the City except ten (10) days shall be allowed for
non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the
insurer waives all rights of subrogation against the City, its officials, officers, employees, agents,
and volunteers.
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3.3.11.4 Primary and Non-Contributing Insurance. All policies of
Commercial General Liability and Automobile Liability insurance shall be primary and any other
insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees,
agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or
be endorsed to contain such provisions.
3.3.11.5 Waiver of Subrogation. All required insurance coverages,
except for the professional liability coverage, shall contain or be endorsed to waiver of
subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall
specifically allow Consultant or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own
right of recovery against City, and shall require similar written express waivers and insurance
clauses from each of its subconsultants.
3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or
self-insured retention must be approved in writing by the City and shall protect the City, its
officials, officers, employees, agents, and volunteers in the same manner and to the same
extent as they would have been protected had the policy or policies not contained a deductible
or self-insured retention.
3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the
execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall
deliver either certified copies of the required policies, or original certificates on forms approved
by the City, together with all endorsements affecting each policy. Required insurance policies
shall not be in compliance if they include any limiting provision or endorsement that has not
been submitted to the City for approval. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At
least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing
that such insurance coverage has been renewed or extended shall be filed with the City. If such
coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the
required coverage, Consultant shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance
company or companies.
3.3.11.8 Acceptability of Insurers. Each such policy shall be from a
company or companies with a current A.M. Best's rating of no less than A:VII and authorized to
transact business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code or any
federal law.
3.3.11.9 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to
inform Consultant of non-compliance with any requirement imposes no additional obligation on
the City nor does it waive any rights hereunder.
3.3.11.10 Requirements Not Limiting. Requirement of specific coverage
or minimum limits contained in this Section are not intended as a limitation on coverage, limits,
or other requirement, or a waiver of any coverage normally provided by any insurance.
3.3.11.11 Additional Insurance Provisions
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(A) The foregoing requirements as to the types and limits of
insurance coverage to be maintained by Consultant, and any approval of said insurance by the
City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,
the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(C) The City may require the Consultant to provide complete
copies of all insurance policies in effect for the duration of the Project.
(D) Neither the City nor any of its officials, officers, employees,
agents or volunteers shall be personally responsible for any liability arising under or by virtue of
this Agreement.
(E) The limits set forth herein shall apply separately to each
insured against whom claims are made or suits are brought, except with respect to the limits of
liability. Further the limits set forth herein shall not be construed to relieve the Consultant from
liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations
to the City and shall not preclude the City from taking such other actions available to the City
under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to
Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with
the Services under this Agreement.
3.3.11.12 Insurance for Subconsultants. Consultant shall include all
subconsultants engaged in any work for Consultant relating to this Agreement as additional
insureds under the Consultant's policies, or the Consultant shall be responsible for causing
subconsultants to purchase the appropriate insurance in compliance with the terms of these
Insurance Requirements, including adding the City, its officials, officers, employees, agents, and
volunteers as additional insureds to the subconsultant's policies. All policies of Commercial
General Liability insurance provided by Consultant’s subconsultants performing work relating to
this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and
volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an
endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to
commence work on any subcontract relating to this Agreement until it has received satisfactory
evidence of subconsultant’s compliance with all insurance requirements under this Agreement,
to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with
this section upon request of the City.
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of
prevailing wage rates and the performance of other requirements on "public works" and
"maintenance" projects. If the Services are being performed as part of an applicable "public
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works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Consultant shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Consultant's
principal place of business and at the project site. It is the intent of the parties to effectuate the
requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code
within this Agreement, and Consultant shall therefore comply with such Labor Code sections to
the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, agents, and volunteers free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration/DIR Compliance. If the Services are being performed on a
public works project of over $25,000 when the project is for construction, alteration, demolition,
installation, or repair work, or a public works project of over $15,000 when the project is for
maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5
and 1771.1, the Consultant and all subconsultants must be registered with the Department of
Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project
and require the same of any subconsultants.
3.4.3 Compliance Monitoring. This Project may also be subject to compliance
monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply
with all applicable registration and labor compliance requirements, including the submission of
payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any
subconsultant that affect Consultant’s performance of services, including any delay, shall be
Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall
be considered Consultant caused delay and shall not be compensable by the City. Consultant
shall defend, indemnify and hold the City, its officials, officers, employees and agents free and
harmless from any claim or liability arising out of stop orders issued by the DIR against
Consultant or any subconsultant.
3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those Services which have been adequately rendered
to City, and Consultant shall be entitled to no further compensation. Consultant may not
terminate this Agreement except for cause. The rights and remedies of the City provided in this
section shall not be exclusive and are in addition to any other rights and remedies provided by
law, equity or under this Agreement.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
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BB&K (2023) -13- PROFESSIONAL SERVICES AGREEMENT
performance of Services under this Agreement. Consultant shall be required to provide such
document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, City may procure, upon such terms and in such manner
as it may determine appropriate, services similar to those terminated.
3.6 Indemnification.
3.6.1 To the fullest extent permitted by law, Consultant shall defend (with
counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subcontractors, consultants or agents in connection with the performance of the Consultant’s
Services, the Project or this Agreement, including without limitation the payment of all damages,
expert witness fees and attorney’s fees and other related costs and expenses except such loss
or damage caused by the sole negligence or willful misconduct of the City. Consultant's
obligation to indemnify shall survive expiration or termination of this Agreement and shall not be
restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers,
employees, agents, or volunteers.
3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless
arises out of Consultant’s performance as a “design professional” (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to
claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of
competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not
exceed the Consultant’s proportionate percentage of fault.
3.7 General Provisions.
3.7.1 Accounting Records. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
3.7.2 Independent Contractors and Subcontracting.
3.7.2.1 Use of Consultants. Consultant is aware of statutory and case
law regarding classification of workers as independent contractors, including California Labor
Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903
(2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant
shall only utilize its employees to provide the Services. Consultant may not provide the services
through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless
approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants
that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees,
and that Consultant complies with all applicable laws, rules and regulations governing its
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BB&K (2023) -14- PROFESSIONAL SERVICES AGREEMENT
employees, including, but not limited to, the California Labor Code, Unemployment Insurance
Code and all applicable Industrial Welfare Commission Wage Orders.
3.7.2.2 Prior Approval Required. Consultant shall not use any
Subcontractor to provide the Services, or any portion of the work required by this Agreement,
without prior written approval of City. In the event that City authorizes Consultant to use a
Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which
must include all provisions of the Agreement, including a restriction on the Subcontractor’s use
of further independent contractors, subcontractors or subconsultants without the City’s prior
written consent.
3.7.3 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant: Moss, Levi & Hartzheim
2400 Professional Parkway, Suite 205,
Santa Maria, CA 93455
ATTN: Adam Guise, CPA, Partner
aguise@mlhcpas.com
City: City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
ATTN: Nicole Valentine, Director of Administrative
Services
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.7.4 Ownership of Materials and Confidentiality.
3.7.4.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed
in any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data
shall be and remain the property of City, and shall not be used in whole or in substantial part by
Consultant on other projects without the City’s express written permission. Within thirty (30)
days following the completion, suspension, abandonment or termination of this Agreement,
Consultant shall provide to City reproducible copies of all Documents & Data, in a form and
amount required by City. City reserves the right to select the method of document reproduction
and to establish where the reproduction will be accomplished. The reproduction expense shall
be borne by City at the actual cost of duplication. In the event of a dispute regarding the
amount of compensation to which the Consultant is entitled under the termination provisions of
this Agreement, Consultant shall provide all Documents & Data to City upon payment of the
undisputed amount. Consultant shall have no right to retain or fail to provide to City any such
documents pending resolution of the dispute. In addition, Consultant shall retain copies of all
Documents & Data on file for a minimum of fifteen (15) years following completion of the
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BB&K (2023) -15- PROFESSIONAL SERVICES AGREEMENT
Project, and shall make copies available to City upon the payment of actual reasonable
duplication costs. Before destroying the Documents & Data following this retention period,
Consultant shall make a reasonable effort to notify City and provide City with the opportunity to
obtain the documents.
3.7.4.2 Subconsultants. Consultant shall require all subconsultants to
agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
Data the subconsultant prepares under this Agreement. Consultant represents and warrants
that Consultant has the legal right to license any and all Documents & Data. Consultant makes
no such representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Consultant or its subconsultants, or those provided to
Consultant by the City.
3.7.4.3 Right to Use. City shall not be limited in any way in its use or
reuse of the Documents and Data or any part of them at any time for purposes of this Project or
another project, provided that any such use not within the purposes intended by this Agreement
or on a project other than this Project without employing the services of Consultant shall be at
City’s sole risk. If City uses or reuses the Documents & Data on any project other than this
Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and
hold harmless Consultant and its officers, directors, agents and employees from claims arising
out of the negligent use or re-use of the Documents & Data on such other project. Consultant
shall be responsible and liable for its Documents & Data, pursuant to the terms of this
Agreement, only with respect to the condition of the Documents & Data at the time they are
provided to the City upon completion, suspension, abandonment or termination. Consultant
shall not be responsible or liable for any revisions to the Documents & Data made by any party
other than Consultant, a party for whom the Consultant is legally responsible or liable, or
anyone approved by the Consultant.
3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold
the City, its directors, officials, officers, employees, volunteers and agents free and harmless,
pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any
patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any
person or entity in consequence of the use on the Project by City of the Documents & Data,
including any method, process, product, or concept specified or depicted.
3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents & Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.7.6 Entire Agreement. This Agreement contains the entire agreement of the
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BB&K (2023) -16- PROFESSIONAL SERVICES AGREEMENT
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.7.7 Attorneys’ Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorneys’ fees and all costs of such action.
3.7.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in San Luis Obispo County. In addition to any and all
contract requirements pertaining to notices of and requests for compensation or payment for
extra work, disputed work, claims and/or changed conditions, Consultant must comply with the
claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit
against the City. Such Government Code claims and any subsequent lawsuit based upon the
Government Code claims shall be limited to those matters that remain unresolved after all
procedures pertaining to extra work, disputed work, claims, and/or changed conditions have
been followed by Consultant. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant
shall be barred from bringing and maintaining a valid lawsuit against the City.
3.7.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.7.10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.7.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer
this Agreement or any rights under or interest in this Agreement without the written consent of
the City, which may be withheld for any reason. Any attempt to so assign or so transfer without
such consent shall be void and without legal effect and shall constitute grounds for termination.
Consultant shall not subcontract any portion of the Services required by this Agreement, except
as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
3.7.13 Construction; References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any Party.
Any term referencing time, days or period for performance shall be deemed calendar days and
not work days. All references to Consultant include all personnel, employees, agents, and
subconsultants of Consultant, except as otherwise specified in this Agreement. All references
to City include its elected officials, officers, employees, agents, and volunteers except as
otherwise specified in this Agreement. The captions of the various articles and paragraphs are
for convenience and ease of reference only, and do not define, limit, augment, or describe the
scope, content, or intent of this Agreement.
3.7.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
RESOLUTION NO. 2025-014
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BB&K (2023) -17- PROFESSIONAL SERVICES AGREEMENT
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.7.16 No Third-Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.7.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Consultant further
agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic
Interest with the City’s Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.7.19 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power, right,
and authority to make this Agreement and bind each respective Party.
3.7.20 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.7.21 Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited to, the
indemnification obligations, shall survive any such expiration or termination.
[SIGNATURES ON NEXT PAGE]
RESOLUTION NO. 2025-014
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BB&K (2023) -18- PROFESSIONAL SERVICES AGREEMENT
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARROYO GRANDE AND
MOSS, LEVI & HARTZHEIM
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
on the day and year first above written.
CITY OF ARROYO GRANDE MOSS, LEVI & HARTZHEIM
By:
Its:
Printed Name:
By:
Its:
Printed Name:
Approved By:
Matthew Downing
City Manager or Mayor
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
Isaac Rosen, City Attorney
Attested By:
Jessica Matson, City Clerk
RESOLUTION NO. 2025-014
PAGE 1
BB&K (2020) Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
The selected audit firm will perform a financial and compliance audit to determine
whether the combined financial statements of the City fairly present the financial position
and the results of financial operations in accordance with generally accepted accounting
principles, and whether the City has complied with laws and regulations that may have a
material effect upon the financial statements.
The auditors will examine the City’s internal accounting controls and accounting
procedures and render written reports of their findings and recommendations to the
Director of Administrative Services and/or the City Manager. The examination shall be
made and reports rendered in accordance with generally accepted government auditing
standards.
In the required reports on internal controls, the auditor shall communicate any reportable
conditions found during the audit. A reportable condition shall be defined as a significant
deficiency in the design or operation of the internal control structure, which could
adversely affect the organization’s ability to record, process, summarize, and report
financial data consistent with the assertions of management in the financial statements.
Reportable conditions that are also material weaknesses shall be identified as such in the
report. Non-reportable conditions discovered by auditors shall be reported in a separate
letter to management, which shall be referred to in the reports on internal controls.
The auditors shall be required to make an immediate, written report of all irregularities
and illegal acts or indications of illegal acts of which they become aware to the following
parties: City Manager, City Attorney, and the Director of Administrative Services.
The Director of Administrative Services or designee will be responsible for coordinating
the audit process internally. The auditors will meet with the Director of Administrative
Services or designee at the end of the fieldwork process to discuss preliminary audit
findings and management recommendations.
The Auditor will prepare a DRAFT ACFR (including schedules, notes and statistics) from
the financial system as of June 30th of each fiscal year under contract.
Prior to issuing their final reports, the auditors will meet with the Director of
Administrative Services and/or designee. All audit reports will be addressed to the City
Council.
The auditors may be consulted occasionally throughout the year as an information
resource. The auditors may be asked to provide guidance on implementation of GASB
requirements and specifics of federal and state regulations as they may affect local
government accounting. They may also be asked to assist with the implementation of new
GASB pronouncements.
RESOLUTION NO. 2025-014
PAGE 2
BB&K (2020) Exhibit “A-I-2” PROFESSIONAL SERVICES AGREEMENT
Additional Stand Alone Reports:
In recent years, the City’s federal financial assistance has exceeded the federal
expenditures limit of $1,000,000 and therefore is subject to federal single audit
requirements. When required, the auditors will perform a single audit on the expenditures
of federal grants in accordance with OMB Circular A-133 and render the appropriate
audit reports on Internal Controls over Financial Reporting based up on the audit of the
City’s financial statements in accordance with Government Auditing Standards and the
appropriate reports on compliance with Requirements Applicable to each Major Program,
Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards
in Accordance with OMB Circular A-133. The single audit report will include appropriate
schedule of expenditures of federal awards, footnotes, findings and questioned costs,
including reportable conditions and material weaknesses, and follow up on prior audit
findings where required. In addition, the auditor will be required to submit the report to
the federal clearing house.
The City receives funding under the Transportation Development Act (TDA) through the
San Luis Obispo Council of Governments (SLOCOG). SLOCOG requires a financial and
compliance audit of funds received and expended from Section 99400, 99234, and 99260
of the Public Utilities Code. The auditors will be required to perform this audit and
prepare the required report.
As mentioned earlier, the City provides financial services to FCFA. As part of this
proposal, the auditors will perform audit services, as well as, provide an opinion on
FCFA’s basic financial statements.
The auditor, subject to an amendment, will prepare any other special purpose audits that
may be required during the term of the agreement.
RESOLUTION NO. 2025-014
PAGE 1
BB&K (2020) Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"
SCHEDULE OF SERVICES
Auditing Services for FY 2024-25 through FY 2026-27 with two optional years of FY 2027-28
and FY 2028-29.
BB&K (2020) Exhibit “C”-2 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"
COMPENSATION
Optional
Year 1
Optional
Year 2
FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29
City Audit 25,935 26,845 27,785 28,760 29,770
ACFR Preparation 5,865 6,070 6,285 6,505 6,735
TDA Audits 2,000 2,070 2,140 2,215 2,295
Single Audit Act Report (when required)2,000 2,070 2,140 2,215 2,295
Total City Price 35,800 37,055 38,350 39,695 41,095
FCFA Audit and Financial Statements 9,200 9,525 9,860 10,205 10,565
Total Maximum All-Inclusive Price 45,000 46,580 48,210 49,900 51,660
Fixed 3-Year Contract Term
Audit Services
OFFICIAL CERTIFICATION
I, JESSICA MATSON, City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 2025-014 was passed and adopted at a regular meeting of the City
Council of the City of Arroyo Grande on the 11th day of March, 2025.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 13th day of
March, 2025.
JESSICA MATSON, CITY CLERK