Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C22183462
BETWEEN THE CITY OF PALO ALTO AND
MACIAS GINI & O’CONNELL LLP
This Amendment No. 2 (this “Amendment”) to Contract No. C22183462 (the “Contract” as defined below) is entered into as of March 17, 2025 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 500 Capitol Mall, Suite 2200 Sacramento, CA 95 814 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. T he Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing External Audit Services, as detailed therein.
B. The Parties now wish to amend the Contract in order to (1) extend the contract term (2) increase N ot to Exceed Compensation (3) revise Exhibit C Compensation, and (4) revise Exhibit C-1 Schedule of Rates, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C22183462 between CONSULTANT and CITY, dated April 13, 2022 as amended by Amendment No. 1 dated January 22, 2024 and Amendment No. 2 dated March 17, 2025.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through March 31, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”
SECTION 3 . Section 4_”NOT TO EXCEED COMPENSATION ” of the Contract is hereby amended to read as follows:
Docusign Envelope ID: C33C9314-809E-4BB0-A68A-611BC4AE55DE Vers.: Aug. 5, 2019
“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 Nine Hundred Fifty-Nine Thousand Nine Hundred Six Dollars ($959,906.00). 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.
Optional Additional Services Provision (This provision applies only if checked and a not-to- exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to- exceed compensation amount of Fifty-Four Thousand Four Hundred Eighty-Four Dollars ($54,484.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Million Fourteen Thousand Three Hundred and Ninety Dollars ($1,014,390), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”
Docusign Envelope ID: C33C9314-809E-4BB0-A68A-611BC4AE55DE Vers.: Aug. 5, 2019
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “ C” entitled “Compensation , Amendment No. 2”, AMENDED, REPLACES PREVIOUS, to provide the not to exceed compensation for Basic Audit Services for FY 2025 and FY 2026.
b. Exhibit “C-1” entitled “Schedule of Rates, Amendment No. 2”, AMENDED, REPLACES PREVIOUS , to provide the applicable hourly rates for services performed during FY 2025 and FY 2026.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective 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:
Attachments:
EXHIBIT C: “COMPENSATION, AMENDMENT NO. 2” (AMENDED, REPLACES PREVIOUS) EXHIBIT C-1: “SCHEDULE OF RATES, AMENDMENT NO. 2” (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: C33C9314-809E-4BB0-A68A-611BC4AE55DE David Bullock
Partner
Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C -1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth 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.
BUDGET SCHEDULE
FISCAL YEAR NOT TO EXCEED AMOUNT
Basic Audit Services for FY 2022, Single Audit includes one major program
$176,270.00
Basic Audit Services for FY 2023, Single Audit includes one major program
$181,560.00
Basic Audit Services for FY 2024, Single Audit includes one major program
$187,005.00
Basic Audit Services for FY 2025, Single Audit includes two major programs
$204,452.00
Basic Audit Services for FY 2026, Single Audit includes two major programs
$210,619.00
Sub-total for Services $959,906.00
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $959,906.00 Additional Services (if any, per Section 4) $54,484.00 Maximum Total Compensation $1,014,390.00
Docusign Envelope ID: C33C9314-809E-4BB0-A68A-611BC4AE55DE Vers.: Aug. 5, 2019
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 included within the s cope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. 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: C33C9314-809E-4BB0-A68A-611BC4AE55DE Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
Position FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
Partner/Director $ 350 $ 361 $ 371 $382 $393
Manager $ 240 $ 247 $ 255 $263 $271
IT Consultant $ 245 $ 252 $ 260 $268 $276
Auditor In Charge $ 175 $ 180 $ 186 $191 $197
Staff Auditor $ 135 $ 139 $ 143 $147 $151
Support Staff $ 90 $ 93 $ 95 $98 $101
Docusign Envelope ID: C33C9314-809E-4BB0-A68A-611BC4AE55DE