1 FOURTH AMENDMENT TO AGREEMENT 299
BETWEEN THE CITY OF CUPERTINO AND BAKER
TILLY, US, LLP FOR INTERNAL AUDIT SERVICES
This Fourth Amendment to Agreement 299 between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and BAKER TILLY US, LLP, a Limited Liability Company (“Contractor”) whose address is PO Box 7398 Madison, WI 53707- 7398, and is made with reference to the following:
RECITALS:
A. On August 23, 2021, Agreement 299 (“Original Agreement”) was entered into by and between City and Moss Adams for Internal Audit Services.
B. On June 1, 2022, the City and Moss Adams entered into a First Amendment for Internal Audit Services (“First Amendment”) effective June 30, 2022 with a term expiring on June 30, 2023;
C. On June 1, 2023, t he City and Moss Adams entered into a Second Amendment for Internal Audit Services (“Second Amendment”) effective June 23, 2023 with a term expiring on June 30, 2026 and to increase the contract amount to not to exceed $500,000;
D. On August 23, 2025, Moss Adams and City entered into an Assignment & Assumption Amendment whereby Moss Adams entered into an Equity Purchase Agreement with Contractor, and Contractor assumed the rights and obligations under the Agreement.
E. On September 29, 2025, Contractor and City entered into a Third Amendment for Internal Audit Services (“Third Amendment”) to remove the annual Not-To-Exceed;
F. The Original Agreement, the First, Second and Third Amendments for Internal Audit Services are collectively referred to as the “Agreement”, unless otherwise indicated.
G. City and Contractor desire to continue Contractor’s services to the City under the Agreement, and hereby affirm their intent that it remains in full force and effect as amended and reinstated by this Fourth Amendment and desire to modify the agreement set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. Paragraph #3 of the Agreement is modified to read as follows:
Section 3.1 of the Agreement is modified to state: TIME OF PERFORMANCE This Agreement begins on the Effective Date and ends on June 30, 2027 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2027. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds.
Extensions requiring additional contract funds are subject to the City’s purchasing policy.
2 2. Paragraph #4 of the Agreement is modified to read as follows:
Section 4.1 of the Agreement is modified as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the for a total not to exceed contract amount of $730,000 based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City.
3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
Senior Assistant City Attorney
ATTEST:
City Clerk
Date
BAKER TILLY US, LLP
By
Title
Date
3 EXPENDITURE DISTRIBUTION
Item PO Number Amount
Original Agreement $200,000
First Amendment $0 (No Change)
Second Amendment $300,000
Third Amendment $0 (No change)
Fourth Amendment $0 ($230,000) – Extended Term
TOTAL $730,000