FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[Annual Financial Audit Services – RFP No. 20-21.35]
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “First Amendment”) is made and entered into as of _______________, 2023, by and between the CITY OF ORANGE, a municipal corporation (“City”), and LANCE, SOLL & L UNGHARD, LLP, a general partnership (“Contractor”), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 7155) dated April 13, 2021 , which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor desire to amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement by revising the Scope of Services , increasing the compensation, and extending the term,.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this First Amendment are deemed and construed to refer to the Original Agreement, as implemented by this First Amendment.
Section 3 Revised Scope of Services . The Scope of Services, Section 1, Exhibit A of the Original Agreement, is hereby amended, modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4. Compensation. The total not -to-exceed compensation for the services to be rendered as set forth in Section 2 of the Original Agreement is increased by FIFTEEN THOUSAND ONE HUNDRED DOLLARS and 00/100 ($15,100.00) per term, and Section 2.a,
2.b, and 2.c are hereby amended in their entirety to read as follows:
“a. Contractor's total compensation for all services performed under this Agreement during the Initial Term, shall not exceed ONE HUNDRED SEVENTY-EIGHT THOUSAND FOUR HUNDRED SIXTY-THREE DOLLARS and 00/100 ($178,463.00) without the prior written authorization of City.
b. For the “First Extension Term” (as defined in Paragraph 10, below), Contractor’s total compensation for all services performed under this Agreement during the First Extension Term shall not exceed SEVENTY-ONE THOUSAND SEVEN
2 HUNDRED FORTY -EIGHT DOLLARS and 00/100 ($ 71,748.00) without the prior written authorization of the City.
c. If the City elects to exercise its option to extend the term of this Agreement for the “Second Extension Term” (as defined in Paragraph 10, below), Contractor’s total compensation for all services performed under this Agreement during the Second Extension Term shall not exceed SEVENTY-TWO THOUSAND EIGHT HUNDRED EIGHTY DOLLARS and 00/100 ($72,880.00) without the prior written aut horization of the City.”
Section 5. Extension of Term. Pursuant to Section 10 of the Original Agreement, the City exercises its option to extend the term of this Agreement for the First Extension Term, commencing January 1, 2023, and terminating on December 31, 2024.
Section 6. Integration. This First A mendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisio ns of this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the parties.
[Remainder of page intentionally left blank; signatures on next page]
3 IN WITNESS of this First Amendment, the parties enter into this First Amendment on the year and day first above written.
“CONTRACTOR” “CITY”
LANCE, SOLL & LUNGHARD, LLP, CITY OF ORANGE, a municipal corporation a general partnership
*By: By:
Printed Name: Daniel R. Slater, Mayor Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning, City Attorney
*NOTE: If Contractor is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the c orporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
√
EXHIBIT “A”
SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]
February 8, 2023
City of Orange
Katrin Bandhauer, Assistant Director of Finance
300 E. Chapman Ave.
Orange, CA 92866
Lance, Soll & Lunghard, LLP is pleased to respond to your request to amend our current contract with the City to provide additional services not originally included within the scope of work of the original contract. As a leader in the field of governmental accounting and auditing, we appreciate this opportunity given to us to provide additional services to the City. We understand the additional services requested to be the following: (1) preparation of, including w ord processing and printing of the City ’s Annual Comprehensive Financial Report, in accordance with the requirements and standards of the Government Finance Officers Association, and (2) the preparation and submis sion of the City ’s Annual Financial Transactions Report required by the State of California’s State Controller’s Office. These services will be performed for each year rem aining on o ur current contract w ith the City which provides for services through the 2022/23 fiscal year with optional renewal periods through the 2024/25 fiscal year.
Preparation of the Annual Comprehensive Financial Report
This service includes:
1. Preparing the basic financial statements, footnotes, required supplementary information, and supplementary information presented in the Annual Comprehensive Financial Report utilizing trial balances, ledgers, schedules, and other information provided to us by the City.
2. Word processing, formatting, proofing, and providing three (3) electronic drafts of the Annual Comprehensive Financial Report for the City’s review prior to issuing the final report.
3. Printing and binding up to 20 hard copies for distribution by the City to the necessary parties and the postage necessary to deliver those hard copies to the City.
This service does not include:
1. Preparation of the management’s discussion and analysis , statistical section, and other introductory section documents, including the transmittal letter. These it ems remain management’s responsibility , but will be reviewed , edited, and formatted as necessary for consistency with the basic financial statements.
2. Content creation for any unique graphic or artistic pages, including covers, page dividers, etc. If these items are requested, they may be provided to us for incorporation into the final document.
203 N. Brea Blvd., Suite 203
Brea, CA 92821
Our fees for this service will be billed on an hourly basis at our standard hourly rates as disclosed in our existing contract with the City, and are estimated to be between $5,000 but not to exceed $10,000. The fee is based on the estimated number of hours (40) and the level and position of staff required to prepare the document.
Preparation of the State Controller’s Report
This service includes:
1. Preparing the State Controller’s Report in the format required by the State Controller ’s Office by the deadline of January 31 of each year, and providing an electronic copy of the Report to the City’s management for review prior to submission.
2. Submitting the Report electronically to the State Controller’s Office on behalf of the City.
3. Responding to any follow up or questions on the Report provided by the State Controller’s Office on behalf of the City.
Our fee for this service is a flat fee of $5,100, and is based on the estimated number of hours (40) and the level and position of staff required to prepare the document.
We greatly appreciate this opportunity to provide additional premier services to the City . This proposal is a firm and irrevocable offer for a period no less than 90 calendar days from the date of submittal. For purposes of this proposal, Ryan Domino, P artner is authorized to make representations for our firm. I can be reached at the address below, by phone at (714) 672-0022 or by email at [email protected]
.
Ryan Domino, Partner
LANCE, SOLL & LUNGHARD, LLP
203 N. Brea Blvd., Suite 203
Brea, CA 92821