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HomeMy WebLinkAboutStaff Report 14167 City of Palo Alto (ID # 14167) City Council Staff Report Meeting Date: 5/2/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Contract No. C22183462 with Macias Gini & O'Connell LLP (MGO) for External Financial Audit Services in an Amount Not to Exceed $599,319 (Including a 10 Percent Contingency Additional Services Amount of $54,934) Through March 31, 2025. From: City Manager Lead Department: City Auditor Recommendation The Office of the City Auditor recommends that City Council approve and authorize the City Manager or their designee to execute the external financial auditor contract with Macias Gini & O'Connell LLP (MGO), Contract No. C22183462 (Attachment A), for external financial audit services for fiscal years 2022, 2023 and 2024, in an amount not to exceed $599,319 (including a 10 percent contingency Additional Services amount of $54,934), with a contract term of approximately three years through March 31, 2025. Background The City Charter requires the City Council, through the City Auditor, to engage an independent certified public accounting firm to conduct the annual external financial audit, and report the results of the audit, in writing, to the City Council. The previous contract was a five-year contract with MGO for a total not to exceed amount of $875,569 for fiscal years ending on June 30, 2017, through June 30, 2021. Accordingly, in October 2021, the City initiated a formal Request for Proposal (RFP) process that encouraged competition from all qualified firms, including the current external auditors, MGO. The RFP was publicly posted and sent directly to nine (9) accounting firms. In response, the City received proposals from four audit firms: MGO, Eide Bailly, Maze & Associates, and Vasquez. Discussion An evaluation team of four, including the City Auditor, the Chair of the Finance Committee, the Director of the Administrative Services Department / CFO, and the Finance Manager, reviewed and evaluated the four proposals and interviewed three firms including Maze & Associates, Eide Bailly, and MGO. City of Palo Alto Page 2 The RFP evaluation process considered the following evaluation criteria/factors: • Quality and completeness of the proposal • Quality, performance, and effectiveness of the services to be provided • Firm and team member experience • Cost to the City • Consultant’s financial condition • Consultant’s ability to perform the work within the specified time • Record of prior performance with similar entities • Availability for year-round consulting • Compliance with laws and regulations As part of the evaluation, the team contacted references for each of the proposed vendors. The reference checks resulted in generally positive feedback for each vendor, and no discernable “red flags”. The evaluation committee was concerned with the experience each audit firm had in working with utilities, including electric utilities. As such, both the RFP and the interviews of each firm sought to ascertain whether the respondents were experienced in working with municipal utilities. MGO demonstrated experience in the RFP and responded well to interview questions focused on this experience. MGO was the top rated (or tied for the top rated) firm amongst the three finalists in all but one of the above-listed evaluation factors – that factor being cost to the City. Despite being the more costly option to the City, the overall firm and team experience, use of technology in the audit process, availability during the year, demonstrated understanding of the City’s needs, and utility experience, the evaluation team scored the MGO proposal and interview the highest taking all evaluation factors into account, and is thus recommending the for external financial audit services to MGO. The City does not have a formal rotation policy for its external auditor. With that said, MGO proposed a rotation of audit management. The attached contract has been negotiated by and between the parties. If approved by City Council, the City Manager will execute the contract on behalf of the City. Resource Impact The total three-year cost not to exceed $599,319 will be funded in the City Auditor’s Office operating budget beginning in Fiscal Year 2023 through the life of the contract, subject to Council appropriation of funds for future fiscal year budgets. The payment per year for professional services and reimbursable expenses shall not exceed: City of Palo Alto Page 3 2022 – 2023 $193,600 2023 – 2024 $199,408 2024 – 2025 $206,311 Stakeholder Engagement The Office of the City Auditor worked primarily with the Administrative Services Department and the Chair of the Finance Committee in the evaluation process. The Office of the City Attorney assisted in negotiation of the contract. The request for proposal was publicly advertised on the City’s application for solicitations. Policy Implications This recommendation does not present any changes to existing City policies and aligns with the City’s Charter requirements. Environmental Review Environmental review is not applicable to this activity. Attachments: • Attachment A: Macias Gini & O'Connell LLP (MGO) Contract; C22183462 Professional Services Rev. Dec.15, 2020 Page 1 of 21 CITY OF PALO ALTO CONTRACT NO. C22183462 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND MACIAS GINI & O’CONNELL LLP This Agreement for Professional Services (this “Agreement”) is entered into as of the 25th day of March, 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MACIAS GINI & O’CONNELL LLP, a Limited Liability Partnership, located at 2121 N. California Blvd., Suite 750, Walnut Creek, CA 94596 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to engage a consultant to provide External Audit Services to the City (the “Project”) and desires to engage the Consultant to provide such services in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through March 31, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 2 of 21 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Five Hundred Forty-Four Thousand Eight Hundred Thirty-Five Dollars ($544,835.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. [OMITTED (COST ESTIMATES).] SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 3 of 21 that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign David Bullock as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Kyle O’Rourke, Office of the City Auditor, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (847)436-2671. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Except for CONSULTANT’s Audit DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 4 of 21 Documentation, as defined herein below which shall remain the exclusive property of CONSULTANT, all work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. “Audit Documentation” shall mean all records related to the Agreement, excluding financial records that report CONSULTANT’s professional hours and expenses, that are required by professional standards or CONSULTANT’s internal policies to support the services performed under the Agreement. Examples of Audit Documentation are audit programs, analysis, memoranda, letters of confirmation and representation, extract or copies of City documents, and schedules or commentaries prepared by or obtained by CONSULTANT. Audit Documentation may be in paper form, electronic form, or other media. The reports issued by the CONSULTANT to CITY shall become the property of CITY. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 5 of 21 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 6 of 21 or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 7 of 21 has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 8 of 21 post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 9 of 21 Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 10 of 21 and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 11 of 21 selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 12 of 21 CONTRACT NO. C22183462 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee MACIAS GINI & O’CONNELL LLP Officer 1 By:________________________________ Name:_____________________________ Title:______________________________ DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Partner David Bullock Professional Services Rev. Dec.15, 2020 Page 13 of 21 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. PROJECT SPECIFICATIONS Unless otherwise noted, all audit services cover the CITY's fiscal years ending on June 30, 2022 through June 30, 2024, with the option to continue such services for each of the two subsequent fiscal years. Such option shall be contingent upon satisfactory performance. The audit services are to be performed in accordance with generally accepted auditing standards, the standards for financial audits set forth in the United States Government Accountability Office's Government Auditing Standards (2011 revision, or subsequent revisions), the provisions of the federal Single Audit Act of 1984, as amended in 1996, and the United States Office of Management and Budget Circular A-133, Audits states, Local Governments, and Non-Profit Organizations. Generally accepted accounting principles provide for certain required supplementary information, such as Management's Discussion and Analysis to accompany the CITY's basic financial statements. CONSULTANT shall apply certain limited procedures consisting principally of inquiries of management regarding the methods of measurement and presentation, which the CITY shall affirm to the CONSULTANT in the CITY's Management Letter. Basic Audit Services Required CONSULTANT shall audit the CITY's financial statements for the Palo Alto Public Improvement Corporation for the fiscal years ending on June 30, 2022 through June 30, 2024. In providing these services, CONSULTANT shall: 1) Audit the basic financial statements and supplementary entity-wide combining and individual fund financial statements included in the CITY's Annual Comprehensive Financial Report (ACFR), including all funds under the jurisdiction and control of the CITY, and render a professional opinion thereon. Prior to year-end and preferably during March and April, CONSULTANT shall perform interim work to test internal controls of accounting processes. The auditor shall provide the City Auditor and the Director of Administrative Services with a draft management letter on issues noted at completion of the interim work. 2) Prepare a management letter to the City Council which will include observations and recommendations noted and identified during the audit. This may include: a) issues regarding internal control structure (e.g., information systems, functions, and procedures), b) items concerning compliance with laws, rules, and regulations, DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 14 of 21 c) opportunities for economies and efficiencies inherent in the accounting functions or reporting activities of the CITY, and d) other matters of interest to the City Council and management. 3) Audit the financial statements of the Regional Water Quality Control Plant and issue a report thereon in accordance with the requirements in the "Basic Agreement between the Cities of Palo Alto, Mountain View and Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System", and all addenda thereto. 4) Audit and issue a report on the financial statements of the Palo Alto Public Improvement Corporation, which the CITY has created to finance the construction of specific. 5) Audit the CITY's federal financial assistance program and issue reports thereon in accordance with the provisions of the Single Audit Act of 1984, including 1996 amendments to the Single Audit Act, and any other amendments which become effective during the term of this contract. 6) Audit the CITY's state financial assistance program (Transportation Development Act) and issue reports thereon in accordance with applicable State requirements. 7) Perform agreed upon procedures on the Gann Limit calculation and prepare a letter certifying compliance, as required. 8) Audit the statements of, and issue a report thereon, cable television franchise receipts and disbursements, for the current period, relating to the Joint Operating Agreement signed on October 13, 1988, by and among the City of Palo Alto, Town of Atherton, City of Menlo Park, City of East Palo Alto, the County of San Mateo, and the County of Santa Clara. 9) Prepare the Annual Financial Transactions Report and Annual Street Report, in accordance with instructions from the California State Controller’s Office. 10) Assist the CITY in the transition to adhere to any new GASB pronouncements including plan for implementation of GASB Statements such as GASB 87 Leases, GASB 84 Fiduciary Activities, GASB 90 Majority Equity Interests, and additional GASB recommended issues for implementation for fiscal year ending and beyond. To the extent possible, this assistance should be provided during the interim work, and may include reviewing reports, transactions, Management Discussion and Analysis, and GASB 54 Fund Balance Reporting and Governmental Fund Type Definitions. 11) Provide the electronic data used to prepare the ACFR, word processing services, and use the CITY’s worksheet and template to prepare the ACFR, including the entity-wide statements. The ACFR should be prepared in the format recommended by the Government Finance Officers Association, in accordance with City standards, and with website-compatibility. 12) Prepare and provide the CITY a ACFR template in Excel and Word formats at the start of the year-end audit. The CITY provides electronic data of financial statements prior to the start of the year-end audit. The template financial reports (Excel) are mapped to the CITY’s general ledger accounts by the CONSULTANT. During audit fieldwork, adjustments (prepared by DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 15 of 21 CITY staff or recommended by CONSULTANT), eliminations, and entity-wide consolidations and reconciliations are compiled and entered into the template by the CONSULTANT, The CONSULTANT will compile the draft ACFR including all financial statements and notes. CITY staff will provide the transmittal letter, Management’s Discussion and Analysis, and statistical schedules for the CONSULTANT to include in the ACFR. At the completion of the audit, the CONSULTANT will provide a draft ACFR for CITY review. The ACFR should be prepared in the format recommended by the Government Finance Officers Association, in accordance with CITY requirements, and with website compatibility. 13) Meet with the City Auditor or designee independently to review internal control issues noted during the audit. This will include reportable conditions, if applicable, reflected in the draft Management Letter. 14) Upon completion of the audit, hold an exit conference with the City Auditor, Director of Administrative Services, and appropriate staff. At this meeting, the CONSULTANT will present the financial statements and first draft of the management letter. 15) Attend a minimum of one City Council and one Council Finance Committee meeting for the purpose of discussing the audit and the Management Letter. 16) Provide professional publications and software including applicable licenses as described below: a) The CONSULTANT will provide to the City Auditor and Director of Administrative Services or designee, at no additional cost, any publications produced by the CONSULTANT, the American Institute of Certified Public Accountants (AICPA), the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board (GASB), the Government Finance Officers Association (GFOA), and the United States Government Accountability Office (GAO). Examples of these publications include: i) AICPA Professional Standards ii) State and Local Governments - Audit and Accounting Guide (AICPA) iii) FASB Accounting Standards iv) Codification of Governmental Accounting and Financial Reporting Standards (GASB) v) Governmental Accounting, Auditing and Financial Reporting (GFOA) vi) Government Auditing Standards (GAO) In addition, the CONSULTANT will make available any past, current or new GASB statements. 17) Provide training for the CITY's personnel regarding important industry developments and technical matters as described below: GASB pronouncements and major projects may significantly impact the CITY’s financial reporting over the next several years. The CONSULTANT will provide the CITY, at no additional cost, with proactive guidance on complying with such requirements. Formal training classes will be offered to the City Auditor and Director of Administrative Services or designee regarding industry developments and new accounting regulations. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 16 of 21 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone on the timelines identified below. 1) CONSULTANT shall deliver the following items: Items 1-4 are to be delivered to the City Auditor. For items 5-8, one courtesy copy is to be delivered to the City Auditor and the number of the copies indicated below are to be delivered to the Director of Administrative Services Department. The report issuance dates are shown for the fiscal year ending June 30, 2022. The report issuance dates for subsequent fiscal years are expected to be around the same dates, with the exact dates to be determined. a) Five (5) draft reports by October 24, 2022 or one week after fieldwork concludes at the exit conference and five (5) final bound reports by November 14, 2022 on the following: Palo Alto Improvement Corporation Regional Water Quality Control Plant Transportation Development Act b) A copy of the comprehensive Management Letter delivered to the City Auditor and to the Director of Administrative Services as follows: Draft Management Letter for interim work May 31, 2022 (for subsequent years, it is anticipated that the letter be completed around mid-April) Draft Management Letter for completed fieldwork October 7, 2022 or one week after fieldwork concludes at the exit conference Final comprehensive Management Letter November 14, 2022 c) Seven (7) bound copies of the cable report on November 14, 2022. d) Two (2) original copies and a complete electronic version in a website-compatible format of the Annual Comprehensive Financial Report, including the Single Audit Report, on November 14, 2022. e) Forty (40) (30 in color) bound copies of the Annual Comprehensive Financial Report including the Opinion Letter and the Single Audit Report by November 14, 2022. Also, provide one copy to the City Auditor. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 17 of 21 f) Five (5) copies of the Gann Limit Letter on May 30, 2022. Also, provide one copy to the City Auditor. g) Two (2) copies of the Annual Financial Transactions Report on November 14, 2022, Annual Street Report on December 16, 2022, to be delivered to the CITY’s Accounting Manager before the due date for signature and mailing. Also, provide one copy of each report to the City Auditor. 2) Meet with the City Auditor and the Assistant Director of Administrative Services or their designees on a weekly basis during the audit engagement, to report on the progress of CONSULTANT's examinations and on their preliminary audit findings and recommendations. 3) Provide the Director of Administrative Services with comments to responses on issues noted at completion of the interim audit work (Accounting Issues memo). The CONSULTANT's comments will be provided within three weeks. 4) Schedule for Audit of the Fiscal Year ending June 30, 2022 (exact dates to be determined) Interim Work May 2, 2022 (for subsequent years, it is anticipated that interim work be completed in March and April) Fieldwork Completed September 30, 2022 Initial Draft Report October 14, 2022 Final Report October 31, 2022 Presentation of Audit Results to Finance Committee and City Council December 6, 2022. 5) The City Auditor may, upon notice and showing of good cause therefore given and made by the CONSULTANT at least fifteen (15) days before the above scheduled dates, grant an extension of time for completion of such audit and completion and delivery of such reports and Management Letter for a reasonable period of time after the specified delivery dates. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 18 of 21 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are NOT included within the scope of payment for Services and are NOT reimbursable expenses hereunder. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 19 of 21 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Position FY 2021-2022 Hourly Rate Partner/Director $350 Manager $240 IT Consultant $245 Auditor In Charge $175 Staff Auditor $135 Support Staff $90 DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 20 of 21 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29 Professional Services Rev. Dec.15, 2020 Page 21 of 21 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 4A32DECD-1FD2-434F-870A-6614017A0D29