FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
IConsulting Servicesl
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (thE "First Amendment") is made and entered into as of 2024, by and between the CITY OF ORANGE, a municipal corporation ("City"), and CULLEN & ASSOCTATES INC., a S-Corporation ("Contractor"), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 7643) dated as of January 23, 2024, which is incorporated herein by this reference (the "Original Agreement"); and
B. City and Contractor desire to amend the Original Agreement to modifu, amend and supplement certain portions of the Original Agreement by revising the Scope of Services, extending the term, and increasing the compensation.
NOW THEREFORE, the parties hereby agree as follows
Section l. 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 Scopc of Services The Scope of Services, as listed on Exhibit A ofthe 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.a of the Original Agreement is increased by EIGHTY THOUSAND DOLLARS and 00/100 (580,000.00) and Section 2.a is hereby amended in its entirety to read as follows:
"Contractor's total compensation for all services performed under this Agreement, shall not exceed ONE HUNDRED SIXTY THOUSAND DOLLARS and 00/100 ($160,000.00) without the prior written authorization of City." Section 5. Integration. This First Amendment 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 provisions of this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govem the rights and obligations of the parties.
IN WITNESS of this First Amendment, the parties enter into this First Amendment on the year and day first above written.
*CONTRACTOR" "CITY"
CITY OF ORANGE, a municipal corporation
*By: By:
Daniel R. Slater, MayorPrinted Name:
Titte. \eo
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ATTEST:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
By
Mike Vigliotta, City Attorney
If Contractor is a corporation, the Cit-v requires the following signature(s):
(l) the Chairman ofthe 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. Q! The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution ofthe Agreement, must be provided to the City.
*NOTE:
2 CULLEN & ASSOCIATES INC..
a S-Corporation
EXHIBIT "A"
SUPPLEMENTAL SCOPE OF SERVICES
IBehind this page.]
Scope of Work
City of Orange
August 14, 2024
Project Title: Policy and Procedure Update and Organizational EƯectiveness Project Overview:
The objective of this project is to update existing policies and procedures by interviewing staƯ to determine current practices, identifying opportunities to increase productivity and streamline processes, supporting the implementation of an ERP system, and providing professional guidance and support to the finance department and senior management.
Project Goals:
1. Update and enhance existing policies and procedures.
2. Identify and implement opportunities for increased productivity and streamlined processes.
3. Support the implementation of a new ERP system.
4. Conduct staƯing analysis and develop organizational/staƯing options.
5. Provide strategic support and professional guidance to senior management in the finance department.
Project Scope:
1. Policy and Procedure Update:
- Interview staƯ to gather information on current practices. - Analyze current policies and procedures.
- Identify gaps and opportunities for improvement.
- Develop updated policies and procedures.
- Present updates to senior management for approval.
2. Productivity and Process Streamlining:
- Conduct staƯing analysis.
- Identify areas of opportunity to reduce costs while sustaining customer service levels. - - Propose recommendations for process improvements.
- Collaborate with staƯ to implement changes.
- Monitor and report on the eƯectiveness of changes.
3. ERP System Support:
- Assist finance team during ERP system implementation.
- Ensure seamless integration of updated policies and procedures with the ERP system.
4. StaƯing Analysis and Organizational EƯectiveness
- Conduct comprehensive staƯing analysis
- Develop and present organizational and staƯing options to senior management. - Assist in the implementation of approved staƯing changes. - Provide ongoing support and recommendations to optimize organizational structure.
5. Professional Guidance and Operational Strategy Support:
- Provide strategic guidance and support to senior finance staƯ. - Assist in the development and execution of business strategies and plans. - Facilitate workshops and training sessions for City staƯ. - OƯer insights and recommendations based on industry best practices.
Deliverables:
1. Updated policies and procedures documents.
2. Present to senior finance management.
2. Report on productivity and process improvement opportunities and implemented changes.
3. ERP implementation staƯ support.
4. StaƯing analysis report and organizational/staƯing options.
5. Strategic guidance and operational eƯectiveness support.