HomeMy WebLinkAboutContracts & Agreements_98A-2023AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of GASB 96 implementation services ("Agreement") is
made and entered in this 1st day of July, 2023 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and The Pun Group, LLP. ("Consultant"). City and
Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide GASB 96 implementation services for City (the
"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Danielle Garcia, Director of Management Services/Finance, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner.
Consultant shall prepare Implementation of GASB 96 leases. Consultant shall complete
the Services by June 30, 2024, unless the Services are terminated earlier or extended as
provided for herein.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
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Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 The compensation for the Consultant's performance of the Services shall not exceed the
amount of six thousand dollars ($6,000.00) for the Services provided during the initial
term.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
The Pun Group, LLP
Kenneth Pun, Managing Partner
200 E. Sandpoint Avenue, Ste. 600
Santa Ana, CA 92707
Ken.Pun@PunGroup.com
Phone: (949) 777-8801
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
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A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "D,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
D. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers,
employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account only,
and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind
City to any obligation.
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8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF LANDS
By: Ll tO
Gnarl
ATTEST:
(Iia(fAiwiat
M. Duggan Jr., City Manager
nne Donaldson, City Clerk
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THE PUN GROUP, LLP
By:
1474-4
Kenneth Pun, Managing Partner
EXHIBIT "A"
SCOPE OF SERVICES
In June 2017, GASB issued Statement No. 96 Subscription Based Information Technology
Arrangements (SBITAs), and the objective of this Statement is to better meet the information
needs of financial statement users by improving accounting and financial reporting for leases by
governments. This Statement increases the usefulness of governments' financial statements by
requiring recognition of certain lease assets and liabilities for leases that previously were
classified as operating leases and recognized as inflows of resources or outflows of resources
based on the payment provisions of the contract. It establishes a single model for lease
accounting based on the foundational principle that leases are financings of the right to use an
underlying asset.
Scope of Work
The Pun Group, LLP will assist The City in implementing this Statement. The scope will include
the following:
1. Assist the City in determining the contract whether they are subject to GASB 96
2. Assist the City in determining the incremental borrowing rate
3. Assist the City in creating an amortization schedule for each individual lease
4. Assist the City in creating journal entries and record them in the General Ledger
5. Assist the City in drafting the financial statement footnote disclosure
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EXHIBIT "B"
PROJECT SCHEDULE
Services provided to (the "City") related to the Implementation of GASB 96 for the Fiscal Year
ending June 30, 2023, will run Fiscal Years 2023-2024.
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EXHIBIT "C"
(Fee Schedule Title)
Fees
Based on our understanding of the scope, we estimate the fee will not exceed $6,000.00. Our fee
for these services will be billed at our proposed standard hourly rates, as indicated in the table
below:
Hourly Billing
Rates
Partner(s)
$
275
Manager(s)
$
200
SeniorAccountant(s)
$
150
StaffAccountant(s)
$
125
Clerical
$
75
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
Pun Group, LLP.
By:/(1;11
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Date: �'7 113
State of California
Secretary of State
CERTIFICATE OF GOOD STANDING
CALIFORNIA LIMITED LIABILITY PARTNERSHIP
I, SHIRLEY N. WEBER, PH.D., Secretary of State of the State of California, hereby
certify:
That on the 30th day of October, 2013, THE PUN GROUP, LLP,became recognized
under the laws of the State of California by filing a certificate of registration in this office;
and
That according to the records of this office, the said limited liability partnership is
authorized to exercise all its powers, rights and privileges and is in good legal standing
in the State of California; and
That no information is available in this office on the financial condition of this limited
liability partnership.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great Seal
of the State of California this day of
December 17, 2021.
Shirley N. Weber, Ph.D.
Secretary of State
NP-25 (REV 01/2021)
FSB
State of California
Secretary of State
CERTIFICATE OF GOOD STANDING
CALIFORNIA LIMITED LIABILITY PARTNERSHIP
I, SHIRLEY N. WEBER, PH.D., Secretary of State of the State of California, hereby
certify:
That on the 30th day of October, 2013, THE PUN GROUP, LLP, became recognized
under the laws of the State of California by filing a certificate of registration in this office;
and
That according to the records of this office, the said limited liability partnership is
authorized to exercise all its powers, rights and privileges and is in good legal standing
in the State of California; and
That no information is available in this office on the financial condition of this limited
liability partnership.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great Seal
of the State of California this day of
December 17, 2021.
Shirley N. Weber, Ph.D.
Secretary of State
NP-25 (REV 01/2021)
FSB
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Service of Process':(t:ista ,California resident or an aotive 1505 corporation in California that.egrees to'be your agenl.to accept service of
process in case the UP'is.sued. You may 11s.t'any. adult who lives in California. You.may not list an LLP as your agent,)
.® a. Kenneth H. Pun
Agent's Name
.b. 9 Corporate Park, Suite.130, Irvine CA 9.2606
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Type of Business
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practice of Architecture .0 The practice of Engineering El The practice of Land Surveying
of Law 0 The practice of Public Accountancy
to:
List the name of the LLP to which your LLP is relatod,'exactiy as it appears on the retards of.the California :Secretary
of State. A related LLP is a California registered LLP that practices public accountancy or law, or is a foreign LLP.
sign -below: This form must be signed by one or more authorized partners, or if registering a foreign LLP, by a.person with
under the laws of the state or country where the foreign LLP Is formed. If you need more space, attach extra ;pages that are
tandierd lsfier-sized paper (8112" x 11 "). All attachments are part of this registration.
Kenneth•N. Pun Managing Partner
Sign here Print your name here .Your business tills
Make oheokimoney order payable to: Secretary of State By Mall Drop -Off •
Upon filing, we will return one'(1) uncertified copy of your filed Secretary.of State Secretary of Stale
document for free, and wilt certify the copy upon request and . Business Entitles, P.Q. Box 944228 1500 11th.Street, 3rd Floor
payment of a.$5 certification fee. $aoramento,•CA 94244-2280 Sacramento, OA 95814
Cep:In liens code §§ 16141r16952,16953, 1.6984,.16959, Revenue and Taxation Code § 17946
LLP-1 (REV 01/2013)
2013 California Secretary of Slate
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