Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C21179340
BETWEEN THE CITY OF PALO ALTO AND
BAKER TILLY US, LLP
This Amendment No. 2 (this “Amendment”) to Contract No. C21179340 (the “Contract” as defined below ) is entered into as May 12, 2025 , by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and BAKER TILLY ADVISORY GROUP, LP, a Illinois Limited Liability Partnership, located at 205 Michigan Avenue, Suite 2800, Chicago, IL 60601 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the P arties hereto for the provision of performing internal auditor services in accordance with City Charter and Municipal Code requirements, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend by an additional One (1) year with an option to extend for an additional Two ( 2) years of the Contract term in which Services will be provided and, therefore, increase compensation by Two Million One Hundred Twenty Six Thousand Two Hundred Fifty Dollars ($2,126,250), from an amended not- to-exceed amount of Three Million Four Hundred Twenty Six Thousand Two Hundred Fifty Dollars ($3,426,250) to a new not -to-exceed amount of Five Million Five Hundred Fifty Two Thousand Five Hundred Dollars ($5,552,500), 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 Contract No. C21179340 between CONSULTANT and CITY, dated October 1, 2020, as amended by:
Amendment No.1, dated April 18, 2022
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:
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“The term of this Agreement shall be from October 1, 2020 through June 30, 2026 with the option to renew for an additional two (2) year extension, unless terminated earlier pursuant to Section 19 of this Agreement.”
SECTION 3. Section 4, “ NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The total compensation to be paid to CONSULTANT for performance of the Services, including As Required Services (per Section 1) and any reimbursable expenses, shall not exceed Five Million Five Hundred Fifty-Two Thousand Five Hundred Dollars ($5,552,500), as detailed in Exhibit B (Compensation).
CONSULTANT agrees to complete all Services, including As Required Services and any reimbursable expenses, within this amount. The applicable rate schedule is set out at Exhibit “B-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.”
SECTION 4. Section 13, “PROJECT MANAGEMENT” of the Contract is hereby amended to read as follows:
“CONSULTANT will assign Chris Kalafatis, Email: [email protected], as the Project Manager to have supervisory responsibility for the performance , progress, and execution of the services and Kate Murdock, Email: [email protected], as the assigned City Auditor to represent CONSULTANT during day-to-day work on the P roject.
If circumstances cause the substitution of the Project Manager as designated City Auditor or any other key personnel for any reason the appointment of a substitute beyond a period of 90 days will be subject to the prior written approval of the CITY’s Project Manager. F urther, the City Council will interview and approve by resolution the appointment of any substitute City Auditor as specified here in E xhibit A (S cope of Services). CONSULTANT at the CITY’s request shall promptly remove personnel who CITY finds does not perform the Services in acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the P roject or a threat to the safety of persons or property
CITY’s Project Manager is the Chair of the City Council's Policy and Services Committee or other City Council designee as identified to CONSULTANT in writing, The CITY’s Project Manager will be CONSULTANT ’s point of contact with respect to performance , progress Docusign Envelope ID: 761E5809-FF99-491D-9517-C5AE74986A46 Vers.: Aug. 5, 2019
and execution of S ervices under this A greement. City Council may designate an alternative CITY Project Manager upon approval of the A nnual Audit Plan described in Exhibit A (Scope of Services), approval of City Council appointments, or any other time it is so acted upon by City Council.”
SECTION 5. 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 “A” entitled “SCOPE OF SERVICES, AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “ B-1” entitled “ SCHEDULE OF RATES ”, AMENDED, REPLACES PREVIOUS.
SECTION6. 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.
SECTION7. 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
BAKER TILLY US, LLP
Officer 1
By: ____________________________
Name: _________________________
Title: __________________________
Officer 2 (Required for Corp. or LLC)
By: ____________________________
Name: _________________________
Title: __________________________
Attachments:
- EXHIBIT A: SCOPE OF SERVICES, AMENDMENT NO.2 (AMENDED, REPLACES
PREVIOUS)
- EXHIBIT B: COMPENSATION, AMENDMENT NO.2 (AMENDED, REPLACES PREVIOUS) - EXHIBIT B-1: SCHEDULE OF RATES, AMENDMENT NO.2 (AMENDED, REPLACES
PREVIOUS)
Docusign Envelope ID: 761E5809-FF99-491D-9517-C5AE74986A46 Ashley Deihr
Principal
Risk Advisory Public Sector Leader
Chris Kalafatis
Vers.: Aug. 5, 2019
EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO.2
(AMENDED, REPLACES PREVIOUS)
Background
In accordance with City Charter and Municipal Code requirements, the Palo Alto City Council must appoint a City Auditor who serves at the will of the Council, and who executes annual Council-approved internal audit plans through the Office of the City Auditor.
Mission of the Office of the City Auditor
The mission of the office of the city auditor is to promote honest, efficient, effective, economical, and fully accountable and transparent city government. This mission is fulfilled by conducting annual performance audits and financial/operational analyses of city departments, programs, services or activities.
These audits are intended to ensure that city management is using its financial, physical, and informational resources effectively, efficiently, economically, ethically, and equitably, and in compliance with laws, regulations, contract and grant requirements, and city policies and procedures.
Internal Auditor Scope of Services
This section contains the scope of internal audit services to be performed by CONSULTANT as required by the City Charter and Municipal Code, including the required duties of, and audit tasks performed by, the CONSULTANT’S City Auditor.
Service Requirements of the City Auditor
The City Auditor shall:
• Ensure that city departments and officers responsible for accounting and financial management activities comply with statutory requirements and accounting standards. • Perform internal audits of all the fiscal transactions and operations of the City, in accordance with annual audit plans approved and directed by the City Council, that include:
• Conducting performance audits of city departments, programs, services or activities, • Examination and analysis of fiscal procedures and expenditures, • Provision of other analyses of financial and operational data, and • Periodic unscheduled audits.
As Required Internal Audit Tasks
The following 6 tasks represent the core services to be provided by CONSULTANT. These As Required Services must be authorized by CITY’s representative through the approval of Task Orders prepared by CONSULTANT, in further accordance with Section 4 of this Agreement (Not To Exceed Compensation) and Exhibit A-1 thereto (Professional Services Task Order).
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Task 1. Citywide Risk Assessment:
Beginning with year 1 and continuing at a minimum every other year thereafter, prepare a citywide risk assessment following the same review and approval requirements described in Task 2. The risk assessment process will be the primary determinant of subsequent audit activity.
Task 2. Preparation of Annual Audit Plan:
Prepare an annual audit plan for review by the City Manager and appropriate City Council committee(s), and approval by the City Council, that identifies preliminary objectives of each audit to be performed, the schedule for each audit, and the estimated not to exceed resources and costs for each audit. The City Auditor shall consult with the City Attorney as necessary when developing audit plans. The annual audit plan will be largely based on the risk assessment required in Task 1.
Task 3. Selection of External Financial Auditor and Annual Audit Coordination (Amendment No.2): Coordinate the annual external financial audit in each year of the contract term.
Pursuant to the City Charter, the City Auditor shall oversee the selection process for the annual external financial auditor. The City anticipates conducting a Request for Proposals for this purpose in 2026 (during contract year FY 2027).
Task 4. Execute Annual Audit Plan:
Conduct a minimum number of internal audits in accordance with each approved annual audit plan based on the risk assessments. Each internal audit will commence only upon the City’s approval of a Task Order (which may be at the task or sub-task level) as required by this Agreement. Each internal audit requires the preparation of a written report for review by the City Manager, City Attorney and appropriate Council committee, and review/approval by the City Council as required.
Task 5. Preparation of Quarterly Reports, Annual Status Report, Provision of City Hotline, and Other Ongoing Office Administrative Functions:
Prepare and issue quarterly reports describing the status and progress toward audit completion, to be provided as information reports to the City Council and reviewed by the appropriate committee, unless other reporting methods are directed by Council.
Prepare and issue an annual report in the first quarter of each fiscal year on the status of recommendations made in completed audits, to be provided as an information report to the City Council and reviewed by the appropriate committee, unless other reporting methods are directed by Council.
Maintain and respond to the City’s employee “hotline” function provided through voicemail, email or written submissions. Coordinate referrals as appropriate to other City offices, Docusign Envelope ID: 761E5809-FF99-491D-9517-C5AE74986A46 Vers.: Aug. 5, 2019
departments or divisions and incorporate relevant referrals into future risk assessments, audit plans or audit activity as appropriate.
Task 6. Evaluation and Benchmarking (Amendment No.2)
Undergo a peer evaluation following the guidelines of the Association of Local Government Auditors or the Institute of Internal Auditors (IIA) every three years (i.e., at the beginning of the initial contract term, then every three years thereafter throughout the contract term), or as required by the City Council, so that performance of the internal audit function can be objectively assessed.
Prepare a cost per audit analysis following the first completed fiscal year, to be submitted at the beginning of the second fiscal year and every other year thereafter throughout the contract term.
The cost per audit analysis will be used to evaluate the cost effectiveness of services provided by the CONSULTANT. This evaluation will be incorporated into ongoing performance assessments as required and will help ensure that fees for service provision throughout the duration of the Agreement are objectively determined and mutually agreed upon.
Last, the City Council will perform periodic Closed Session performance evaluations with the designated City Auditor as allowed by law and performed with the other City Council appointees (the City Manager, City Attorney and City Clerk). The appointed City Auditor will have a 6-month evaluation, and then annually thereafter throughout the initial contract term and any extensions granted by the City Council.
Internal Auditor Services – Designation of City Auditor, Minimum Experience Requirements and Auditing Standards
Consistent with City Charter and Municipal Code provisions, the City Council must appoint a City Auditor who serves at the will of the Council, and who executes annual Council-approved internal audit plans through the Office of the City auditor.
Designation of City Auditor
The CONSULTANT has designated Kyle O’Rourke to fulfil the role of City Auditor, whose designation received City Council approval and appointment, and whose appointment is subject to at-will modification by the Council.
In accepting this appointment and its associated responsibilities and requirements, the CONSULTANT agrees to the following stipulations and reserved rights of the CITY in the event the City Auditor vacates the appointment for whatever reason:
• CONSULTANT must designate a temporary replacement not to exceed 3 months if the City Auditor vacates the appointment without enough time for Council to appoint a replacement.
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• Any subsequent appointment of a City Auditor be conducted in the manner specified by the City Council, subject to applicable laws.
• Continued appointment of the City Auditor is based on and subject to acceptable performance.
During the term of this Agreement, CONSULTANT may propose an alternative City Auditor for Council consideration should it become necessary to do so.
Minimum Experience Requirements
The CONSULTANT and City Auditor must have at least 5 years of experience performing internal audit services to local, state, federal or quasi-public entities, with a focus on performance auditing.
Auditing Standards
The appointed City Auditor must be a Certified Public Accountant (CPA) or Certified Internal Auditor (CIA) in good standing and must maintain such certification at all time during the term of the Agreement.
All staff members of CONSULTANT assigned to internal auditor services under this Agreement must be able to conduct or assist in conducting internal audits in accordance with Government Accounting Standards, as established by the Comptroller General of the United States, Governmental Accountability Office.
Maintenance of Independent Contractor Status
Proposers must maintain independent contractor status at all times during the Agreement term.
Best Value Service Provision
The City Council has awarded this contract to the CONSULTANT based on its ability to deliver cost effective and efficient internal auditor services that represent the best possible value in exchange for public funds. Continued service provision is dependent on a number of evaluative factors to help determine that the CITY receives the best possible value for internal audit services during the term of this Agreement. These include, but are not limited to, acceptable pricing; cost effective and service provision provided by the City Auditor and CONSULTANT; and favorable City Auditor performance evaluations.
Additionally, budget constraints and economic conditions are factors that shall be considered in determining acceptable pricing and funding.
Docusign Envelope ID: 761E5809-FF99-491D-9517-C5AE74986A46 Vers.: Aug. 5, 2019
EXHIBIT “B”
COMPENSATION, AMENDMENT NO.2
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for the Services (including As Required 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 hourly rate schedule attached as Exhibit B-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Services, including As Required Services and any reimbursable expenses do not exceed the amounts set forth in Section 4 of this Agreement.
Budget Schedule for FY 2021 and FY 2022
Ta s k FY 2021 FY 2022
Subtotal -
Orig Contract
T ask 1: City w ide R isk A ssessment $65,000.00 $25,000.00 $90,000.00 T ask 2: Preparation of A nnual A udit Plan $15,000.00 $15,000.00 $30,000.00 Ta s k 3 : Selection of E x ternal Financial
A uditor and A nnual A udit Coordination $30,000.00 $20,000.00 $50,000.00 T ask 4: E x ecute A nnual A udit Plan $390,000.00 $600,000.00 $990,000.00 T ask 5: Preparation of Quarterly R eports,
A nnual Status Report, Provision of City
Hotline, and Other Ongoing Office
A dministrative Functions $50,000.00 $50,000.00 $100,000.00 T ask 6: E v aluation and B enchmarking $0.00 $40,000.00 $40,000.00
Subtotals $550,000.00 $750,000.00 $1,300,000.00
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Budget Schedule for FY 2023, FY 2024 and FY 2025, Amendment No.1 Ta s k FY 2023 FY 2024 FY 2025
Subtotal -
A mend No. 1
T ask 1: City w ide R isk A ssessment $55,000.00 $35,000.00 $55,000.00 $145,000.00 T ask 2: Preparation of A nnual A udit
Plan $10,500.00 $10,500.00 $10,500.00 $31,500.00
T ask 3: Selection of E x ternal
Financial A uditor and A nnual A udit
Coordination $15,000.00 $15,000.00 $25,000.00 $55,000.00 T ask 4: E x ecute A nnual A udit Plan $547,250.00 $582,250.00 $537,250.00 $1,666,750.00 T ask 5: Preparation of Quarterly
R eports, A nnual Status R eport,
Provision of City Hotline, and Other
Ongoing Office A dministrative
Functions $60,000.00 $60,000.00 $60,000.00 $180,000.00 T ask 6: Evaluation and
B enchmarking $21,000.00 $6,000.00 $21,000.00 $48,000.00
Subtotals $708,750.00 $708,750.00 $708,750.00 $2,126,250.00
Budget Schedule for FY 2026, FY 2027 and FY 2028, Amendment No.2 Ta s k FY 2026
FY 2027
(optional)
FY 2028
(optional)
Subtotal -
A mend No. 2
T ask 1: City w ide R isk A ssessment $56,650.00 $37,132.00 $60,100.00 $153,882.00 T ask 2: Preparation of A nnual A udit
Plan $10,815.00 $11,139.00 $11,474.00 $33,428.00
T ask 3: Selection of E x ternal
Financial A uditor and A nnual A udit
Coordination $10,300.00 $26,523.00 $10,927.00 $47,750.00 T ask 4: E x ecute A nnual A udit Plan $472,235.00 $517,257.00 $489,658.00 $1,479,150.00 T ask 5: Preparation of Quarterly
R eports, A nnual Status R eport,
Provision of City Hotline, and Other
Ongoing Office A dministrative
Functions $113,300.00 $116,699.00 $120,200.00 $350,199.00 T ask 6: Evaluation and
B enchmarking $45,450.00 $0.00 $16,391.00 $61,841.00
Subtotals $708,750.00 $708,750.00 $708,750.00 $2,126,250.00
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Total Not-to-Exceed Amount Across All Fiscal Years
Ta s k
Subtotal -
Orig Contract
Subtotal -
A mend No. 1
Subtotal -
A mend No. 2 To t a l
T ask 1: City w ide R isk A ssessment $90,000.00 $145,000.00 $153,882.00 $388,882.00 T ask 2: Preparation of A nnual A udit
Plan $30,000.00 $31,500.00 $33,428.00 $94,928.00
T ask 3: Selection of E x ternal
Financial A uditor and A nnual A udit
Coordination $50,000.00 $55,000.00 $47,750.00 $152,750.00 Ta s k 4 : E x ecute A nnual A udit Plan $990,000.00 $1,666,750.00 $1,479,150.00 $4,135,900.00 T ask 5: Preparation of Quarterly
R eports, A nnual Status R eport,
Provision of City Hotline, and Other
Ongoing Office A dministrative
Functions $100,000.00 $180,000.00 $350,199.00 $630,199.00 T ask 6: Evaluation and
B enchmarking $40,000.00 $48,000.00 $61,841.00 $149,841.00
Subtotals $1,300,000.00 $2,126,250.00 $2,126,250.00 $5,552,500.00
REIMBURSEABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, computing, telecommunications, insurance other ordinary business expenses are included within the scope of payment for Services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT at cost for travel to or from the San Francisco Bay Area and shall be identified by CONSULTANT as separate line items on the applicable Task Order.
CONSULTANT travel and meal expenses are subject to the City’s Travel Policy. CONSULTANT shall identify a fixed “not to exceed” figure for anticipated reimbursable expenses, subject to the City of Palo Alto’s approval of such Task Order.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate supporting documentation and information for mileage, airfare, and lodging.
Should CONSULTANT’s actual incurred expense exceed the “not-to-exceed” figure, CONSULTANT and the CITY shall meet in good faith to determine the extent to which CONSULTANT shall be reimbursed by the CITY for the excess.
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EXHIBIT “B-1”
SCHEDULE OF RATES, AMENDMENT NO.2
(AMENDED, REPLACES PREVIOUS)
Compensation for services rendered under this agreement shall be calculated based on the following hourly rate schedule for the fiscal year in which the services are rendered, which shall remain fixed during the applicable period of fiscal years specified below.
Hourly rates for any subsequent renewal term or terms shall be negotiated to the mutual agreement of the parties.
Schedule of Rates (Hourly):
Staff L evel
FY 2021 &
FY 2022
FY 2023,
FY 2024, &
FY 2025 FY 2026 FY 2027 FY 2028
Partner/Director $345.00 $362.00 $373.00 $384.00 $396.00 City A uditor/Senior M anager $245.00 $257.00 $265.00 $273.00 $281.00 M anager $210.00 $220.00 $227.00 $233.00 $240.00
Senior Consultant $185.00 $194.00 $200.00 $206.00 $212.00 Consultant $130.00 $136.00 $140.00 $144.00 $149.00
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