FIN: 310-10\H:\COMMON\Council\2024\Accounting\040924 Financial Audit Services Amendment – Attach #1.docx
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Project Name: Financial Audit Services
FIRST AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
ROGERS, ANDERSON, MALODY & SCOTT, LLP
Contract No. 11747-2018
THIS FIRST AMENDMENT to the Agreement for Professional Services entered into between the CITY OF THOUSAND OAKS, a municipal corporation, (hereafter “City”), and ROGERS, ANDERSON, MALODY & SCOTT, LLP (“Auditor”), entitled Agreement for Professional Services and dated April 24, 2018 (herein “Contract”) is made this 9th day of April, 2024.
RECITALS
A. City and Auditor entered into the Agreement for Auditing Services on April 24, 2018. Auditor was selected through the RFP process in 2018 and has been performing services for the City since April 2018.
B. Section 3 (a) of Contract, currently and as may have previously been amended, provides for a “not-to-exceed” total payment as consideration to Auditor of $562,790 for services generally and briefly described as Independent Audit Services.
C. Section 5 of the Contract currently and as may have been previously amended provides for a term expiration date of April 30, 2024.
D. City’s current signature policy is not reflected in Contract.
E. City and Auditor desire to extend the date of the Contract for four additional years, add additional compensation, include current signature policy and add Exhibit C-1 while keeping all other terms intact.
AGREEMENT TO AMEND
NOW, THEREFORE, the undersigned parties to Contract agree to amend Contract as described below:
Part 1. The sum of $361,400, is added as compensation to Auditor under the present Contract, Exhibit C is hereby replaced in its entirety by Exhibit C-1, attached hereto and incorporated herein, and Section 3(a) is hereby amended to read in its entirety as follows:
ATTACHMENT #1
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(a)Maximum and Rate. The total compensation payable to Auditor by City for the services under this Agreement SHALL NOT EXCEED the sum of $924,190 (herein “not to exceed amount”), which has been established with a base amount of $640,650 for services, plus $283,540 for additional and extra services on an as-needed basis as outlined in Exhibit C-1, if requested by the City and shall be earned as the work progresses.
Part 2. Section 5 of the Contract is hereby amended in part to read as follows:
“The term of the agreement is from the first date written above to April 30, 2028, unless the term of this Agreement is terminated as provided herein.” Part 3. Section 30 “Signatures” is hereby added to Contract and shall read in its entirety as follows:
30. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof. (c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
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Part 4. All terms used in Parts 1 through 3 above shall have the meanings ascribed thereto in Contract. Except as amended in Parts 1 through 3 above, all other sections, terms, obligations, duties, clauses, and provisions of Contract shall remain the same.
IN WITNESS WHEREOF, the parties execute this First Amendment to Contract as of the date set forth above.
AUDITOR
By: Gardenya Duran
Title: Partner
By: Scott Manno
Title: Partner
CITY OF THOUSAND OAKS
Al Adam, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Jaime Boscarino, Finance Director
APPROVED AS TO FORM:
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
FIN: 310-10\H:\COMMON\Council\2024\Accounting\040924 Financial Audit Services Amendment – Attach #1.docx
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EXHIBIT C-1
Summary of Professional Fees
For the Audits of the Fiscal Years 2018-27 Financial Statements FY 2017-18 Fees FY 2018-19 Fees FY 2019-20 Fees FY 2020-21 Fees FY 2021-22 Fees FY 2022-23 Fees Grand Total 50,000$ 50,000$ 52,000$ 52,000$ 53,000$ 53,000$ 310,000$ 5,000 5,000 5,100 5,100 5,200 5,200 30,6001,430 1,430 1,485 1,485 1,510 1,510 8,8504,000 4,000Base Services Subtotal 60,430$ 56,430$ 58,585$ 58,585$ 59,710$ 59,710$ 353,450$ Decsription of Extra/Additional Services: 1,980$ 1,980$ 2,030$ 2,030$ 2,070$ 2,070$ 12,160$ 9,070 9,070 9,320 9,320 9,500 9,500 55,7808,500 8,500 8,500 8,500 8,700 8,700 51,400- - - - - - 90,00019,550$ 19,550$ 19,850$ 19,850$ 20,270$ 20,270$ 209,340$ Grand Total 79,980$ 75,980$ 78,435$ 78,435$ 79,980$ 79,980$ 562,790$ Original Contract FY 2023-24 Fees FY 2024-25 Fees FY 2025-26 Fees FY 2026-27 Fees Amendment Total Amended Contract Total $ 310,000 54,600$ 54,600$ 56,200$ 57,900$ 223,300$ 533,300$ - 8,600 8,600 8,900 9,200 35,300 35,30030,600 5,400 5,400 5,600 5,800 22,200 52,8008,850 1,600 1,600 1,600 1,600 6,400 15,2504,000 - 4,000Base Services Subtotal 353,450$ 70,200$ 70,200$ 72,300$ 74,500$ 287,200$ 640,650$ Decsription of Extra/Additional Services: 12,160$ 2,100$ 2,100$ 2,200$ 2,300$ 8,700$ 20,860$ 55,780 - - - - - 55,78051,400 9,000 9,000 9,300 9,600 36,900 88,300- 7,000 7,000 7,200 7,400 28,600 28,60090,000 - - - - - 90,000209,340 18,100$ 18,100$ 18,700$ 19,300$ 74,200$ 283,540$ Grand Total 562,790$ 88,300$ 88,300$ 91,000$ 93,800$ 361,400$ 924,190$ Auditor is responsible for all out of pocket expenses, including office expenses, meals, lodging and travel expenses.
Hours
Standard Hourly Rate * Quoted Hourly RateFY 2017-18 Fees FY 2018-19 Fees FY 2019-20 Fees FY 2020-21 Fees FY 2021-22 Fees FY 2022-23 Fees Grand TotalPartners 48 $290 $270 12,960$ 12,420$ 12,420$ 12,420$ 12,420$ 12,420$ 75,060$ Managers 59 $180 $160 9,440 9,120 9,405 9,405 9,690 9,690 56,750Supervisory Staff 272 $150 $130 35,360 33,800 35,100 35,100 36,400 36,400 212,160Staff 364 $85 $80 29,120 27,520 29,240 29,240 29,240 29,240 173,600Agreed-upon Procedures N/A N/A N/A - - - - - - 90,000Services Discount N/A N/A N/A (6,900) (6,880) (7,730) (7,730) (7,770) (7,770) (44,780)Total 743 79,980$ 75,980$ 78,435$ 78,435$ 79,980$ 79,980$ 562,790$ Hours
Standard Hourly Rate * Quoted Hourly Rate Original Contract FY 2023-24 Fees FY 2024-25 Fees FY 2025-26 Fees FY 2026-27 Fees Amendment Total Amended Contract TotalPartners 40 $350 $330 75,060$ 16,500$ 16,500$ 17,000$ 17,500$ 67,500$ 142,560$ Managers 45 $235 $200 56,750 11,000 11,000 11,300 11,600 44,900 101,650Supervisory Staff 200 $170 $150 212,160 36,000 36,000 37,100 38,200 147,300 359,460Staff 245 $155 $120 173,600 34,200 34,200 35,200 36,300 139,900 313,500Agreed-upon Procedures N/A N/A N/A 90,000 - - - - - 90,000Services Discount N/A N/A N/A (44,780) (9,400) (9,400) (9,600) (9,800) (38,200) (82,980)Total 530 562,790$ 88,300$ 88,300$ 91,000$ 93,800$ 361,400$ 924,190$ * Rates shown for FY 2023-24 only. Rates for subsequent years may change, however, the total compensation for each fiscal year shall not change.
Contract Cost by Deliverable Category - Contract Amendment City Audit, including GANN, Single Audit and Management Letter (SA only for FY2018-FY 2023) Extra/Additional Services Subtotal
Description of Base Services:
Housing Successor Compliance Audit
Contract Cost by Deliverable Category - Original Contract TOPASS Foundation Audit, including tax preparationTOARTS Audit, including tax preparation (optional)Preparation of ACFR (optional)Additional Services (optional) National Transit Database Audit (NTD) (every 10 years)
Conejo Open Space Conservancy Agency Audit
Contract Cost by Job Classification - Contract Amendment Description of Base Services:City Audit, including GANN, Management LetterSingle Audit (includes two programs) Extra/Additional Services Subtotal
Contract Cost by Job Classification - Original Contract Conejo Open Space Conservancy Agency AuditHousing Successor Compliance AuditNational Transit Database Audit (NTD) (every 10 years) TOPASS Foundation Audit, including tax preparationTOARTS Audit, including tax preparation (optional)Preparation of ACFR (optional) Additional Services (optional)Single Audit Additional Programs (includes two programs)