8C
Date: May 6, 2025
To: Honorable Mayor and Members of the City Council
From: Ian Dailey, Finance Director
By: David Cessor, Accounting Manager | [email protected] Subject: Finance – Approve Third Amendment to Consulting Services Agreement for External Auditing Services. Expenditure: Not-to-Exceed $82,993 (General Fund).
RECOMMENDATION
Recommendation of the Finance Director that City Council approve a third amendment to the consulting services agreement with Vasquez & Company LLP of Glendale, CA (C2021 -077) in the amount of $82,993, for a new not-to-exceed contract amount of $424,739, to perform external auditing services and extend the contract term for an additional one -year period beginning June 22, 2025 and ending June 21, 2026.
FUNDING
Funding is available in the Finance Department’s fiscal year 2024 -25 operating budget and is anticipated to be available in subsequent fiscal years.
DISCUSSION
Section 1106 of the City Charter requires that “The City Council shall employ, at the beginning of each fiscal year, a qualified certified public accountant who shall, at such time or times as may be specified by the City Council, and at such other times as the certified public accountant shall determine, examine the books, records inventories, and reports of all officers and employees who receive, handle, or disburse public funds and of all such other officers, employees, or departments as the City Council may direct. The qualified certified public accountant shall not be an employee of the City. As soon as practicable after the end of the fiscal year, a final audit and report shall be submitted by the certified public accountant to the City Council, one copy thereof to be distributed to each member, one to the City Manager, Director of Finance, and City Attorney, respectively, and one additional copy shall be placed on file in the office of the City Clerk where they shall be available for inspection by the general public, and a copy will be made available on the City’s website. The City may also use other electronic or technological means to disseminate the final audit and report to the public.”
On June 22, 2021, City Council approved a consulting services agreement with Vasquez & Company LLP (C2021 -077) to perform external auditing services for fiscal years end ed June 30, 2021, 2022 and 2023 for an amount not -to-exceed $196,950 through June 21, 2024 1 City Council
May 6, 2025
(Attachment 4). On April 11, 2023, City Council approved a first amendment , in the amount of $27,029, to perform investment compliance review and issue an additional audit report for the then newly-created Measure SST Fund. (Attachment 3). On June 4, 2024, City Council approved a second amendment in the amount of $117,767 to perform external auditing services for the fiscal year ended June 30, 2024 (Attachment 2).
This proposed third amendment (Attachment 1) will increase the total contract expenditure by $82,993, for a new not -to-exceed contract amount of $424,739, to perform external auditing services for the fiscal year ending June 30, 2025 and extend the contract term for an additional one-year period beginning June 22, 2025 and ending June 21, 2026.
ATTACHMENTS
1. Third Amendment to Consulting Services Agreement (C2021-077)
2. Second Amendment to Consulting Services Agreement (C2021-077)
3. First Amendment to Consulting Services Agreement (C2021-077)
4. Consulting Services Agreement (C2021-077)
2 THIRD AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021-077
This Third Amendment to Consulting Services Agreement C2021-077 (the “Third Amendment”) is effective June 22, 2025, by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Vasquez & Company, LLP a California Limited Liability Partnership (“CONSULTANT”).
RECITALS:
A. CITY previously wished to retain the services of an experienced and qualified CONSULTANT to perform auditing services. To that end, CITY circulated its Request for Proposal for Auditing Services, RFP No. 2021-15 (the “RFP”).
B. CONSULTANT submitted a Proposal (the “Proposal”) in response to the RFP. In its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, CITY chose to award the Agreement to CONSULTANT.
C. On or about June 22, 2021, CITY and CONSULTANT (collectively “the Parties”) entered into Consulting Services Agreement C2021-077 (the “Agreement”), wherein CONSULTANT agreed to provide auditing services through June 21, 2024, for an amount not to exceed $196,950 (the “Agreement Sum”). The Agreement included two (2) separate additional options to increase the term of the Agreement, with each option increasing the term by one year.
D. On or about April 11, 2023, CITY and CONSULTANT entered into the First Amendment to Consulting Services Agreement C2021-077 (the “First Amendment”), amending the Agreement to include Process and Compliance Review Services, and increasing CONSULTANT’s compensation by $27,029, resulting in a new Agreement Sum of $223,979.
E. The First Amendment also updated the Public Records Act section language in the Agreement to accurately reflect recent changes to the California Government Code.
F. On or about June 4, 2024, CITY and CONSULTANT entered into the Second Amendment to Consulting Services Agreement C2021-077 (the “Second Amendment”), amending the Agreement by exercising the first option extend the term of the Agreement by one (1) year, resulting in a term running through June 21, 2025, and by increasing CONSULTANT’s compensation under the Agreement by $117,767, resulting in a new Agreement Sum of $341,746.
G. CITY is satisfied with the level of service provided by CONSULTANT.
H. CITY and CONSULTANT now wish to further amend the Agreement by exercising the second option to extend the term of the Agreement by one (1) year, resulting in a term that runs through June 21, 2026.
I. CITY and CONSULTANT also wish to further amend the Agreement by increasing CONSULTANT’s compensation under the Agreement by $82,993, resulting in a new Agreement Sum of $424,739.
3 ATTACHMENT 1
AGREEMENT:
1. Paragraph 2, entitled “TERM”, is hereby amended to read in its entirety as follows:
“2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 21, 2026.”
2. Paragraph 3, entitled “COMPENSATION”, section A, entitled “CONSULTANT’s Fee.”, is hereby amended to read in its entirety as follows:
“ 3. COMPENSATION
A. CONSULTANT’s Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal (Exhibit B) and as amended by Exhibit B-1; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $424,739 (the “Agreement Sum”), unless otherwise first approved in writing by CITY.”
3. In all other respects, the Agreement, as amended by the First Amendment, and this Second Amendment, is ratified and reaffirmed and remains in full force and effect.
CITY OF TORRANCE, VASQUEZ & COMPANY, LLP
a municipal corporation a California Limited Liability Partnership
By: ______________________ By: __________________________ George K. Chen, Mayor Cristy Canieda
Partner
ATTEST:
By: _______________________
Rebecca Poirier
City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By: ________________________
Galen W. Bean
Deput City Attorney
4 SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021.077 This Second Amendment to Consulting Services Agreement C2021-O77 (the "Second Amendment") is effective June 4,2024, by and between the CITY OF TORRANCE, a municipal corporation 1';C|TY"¡, and Vasquez & Company, LLP a California Limited Liability Partnership ("coNSULTANT").
RECITALS:
A.
B.
GITY previously wished to retain the seruices of an experienced and qualified CONSULTANT to perform auditing services. To that end, CITY circulated its Request for Proposal for Auditing Services, RFP No. 2021-15 (the "RFP").
CONSULTANT submitted a Proposal (the "Proposal") in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, CITY chose to award the Agreement to CONSULTANT.
On or about June 22,2021, CITY and CONSULTANT (collectively "the Parties") entered into Consulting Services Agreem en| C2021-077 (the "Agreement"), wherein CONSULTANÍ agreed to provide auditing services through June 21 ,2024, for an amount not to exceed $196,950 (the "Agreement Sum"). The Agreement included two (2) separate additional options to increase the term of the Agreement, with each option increasing the term by one year.
On or about April 1 1,2023, CITY and CONSULTANT entered into the First Amendment to Consulting berviceS Agreemenl C2.021-077 (the !'First Amendment"), amending the Agreement t,o include Prõcess and Compliance Review Services, and increasing COttSUlfnNT's compensation by $27,Q29, resulting in a new Agreement Sum of $223,979.
The First Amendment also updated the Public Records Act section language in the Agreement to accurately reflect recent changes to the California Government Code.
CITY is satisfied with the level of service provided by CONSULTANT.
ClTy and CONSULTANT now wish to further amend the Agreement by exercising the first option to extend the term of the Agreement by one year, resulting in a term that runs through June21,2025.
ClTy and CONSULTANT also wish to further amend the Agreement by increasing CONSULTANT's compensation under the Agreement by $117 J67, resulting in a new Agreement Sum of $341,746.
D
C.
AGREEMENT
E
F.
G
H
1 paragraph 2, entitled "TERM", is hereby amended to read in its entirety as follows DocuSign Envelope ID: 7D534C4A-276D-44CF-9BA9-05ABDD473026 5 ATTACHMENT 2
2. "2. TERM
Unlesa earlier terminated in accordance with Paragraph 4 below, this Agreement will remain in full force and effect from the Effective Date through June 21,2025.
This agreement includes one (1) additional option to extend the term by one year. The option to extend the term can only be exercised by CITY." Paragraph 3, entitled "COMPENSATION", section A, entitled "CONSULTANT's Fee.", is hereby amended to read in its entirety as follows:
,,3. COMPENSATION
A. CONSULTANT's Fee.
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal (Exhibit B) and as amended by Exhibit B-1; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $341,746 (the "Agreement Sum"), unless otherwise first approved in writing by ClTY."
ln all other respects, the Agreement, as amended by the First Amendment, and this Second Amendment, is ratified and reaffirmed and remains in fullforce and effect. 3 CITY OF TORRANCE,
a municipal corporation
VASQUEZ & COMPANY, LLP
a California Limited Liability Partnership
By:
Cristy Canieda
Partner
George K. Chen, Mayor
ATTEST:
Rebecca Poirier
City Clerk
APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
Galen W. Bean
Deput City Attorney
By
DocuSign Envelope ID: 7D534C4A-276D-44CF-9BA9-05ABDD473026 6 Certificate Of Completion
Envelope Id: 7D534C4A276D44CF9BA905ABDD473026
Status: Completed
Subject: Complete with Docusign: C2021-077 Vasquez & Company, LLP.pdf Source Envelope:
Document Pages: 2
Signatures: 4
Envelope Originator:
Certificate Pages: 5
Initials: 0
Theresa Yniguez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
3031 Torrance Blvd
Torrance, CA 90503
[email protected]
IP Address: 204.145.129.190
Record Tracking
Status: Original
6/5/2024 10:58:03 AM
Holder: Theresa Yniguez
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Cristy Canieda
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.246.196.18
Sent: 6/5/2024 11:00:52 AM
Viewed: 6/5/2024 2:24:42 PM
Signed: 6/5/2024 2:24:55 PM
Electronic Record and Signature Disclosure:
Accepted: 6/5/2024 2:24:42 PM
ID: ee204a5b-d480-45cb-9587-e4537cd2dafc
Company Name: City of Torrance CA
Galen W. Bean
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 204.145.129.190
Sent: 6/5/2024 2:24:57 PM
Viewed: 6/5/2024 2:51:09 PM
Signed: 6/5/2024 2:51:16 PM
Electronic Record and Signature Disclosure:
Accepted: 6/6/2024 3:56:15 PM
ID: def2f9eb-aed1-4b8c-9104-71fa55767ad7
Company Name: City of Torrance CA
George K. Chen
[email protected]
Mayor, City of Torrance
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 204.145.129.190
Sent: 6/5/2024 2:51:18 PM
Viewed: 6/5/2024 3:59:31 PM
Signed: 6/5/2024 4:00:29 PM
Electronic Record and Signature Disclosure:
Accepted: 6/5/2024 3:59:31 PM
ID: c3c73726-5e1e-4bac-8835-48b20d882da3
Company Name: City of Torrance CA
Rebecca Poirier
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 204.145.129.190
Sent: 6/5/2024 4:00:31 PM
Viewed: 6/6/2024 9:01:51 AM
Signed: 6/6/2024 9:02:08 AM
Electronic Record and Signature Disclosure:
7 Signer Events
Signature
Timestamp
Accepted: 6/6/2024 9:01:51 AM
ID: dc6d38a9-6066-438b-b7b0-6f53198182b8
Company Name: City of Torrance CA
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Theresa Yniguez
[email protected]
Deputy City Clerk I
City of Torrance
Security Level: Email, Account Authentication
(None)
Sent: 6/6/2024 9:02:09 AM
Resent: 6/6/2024 9:02:13 AM
Viewed: 6/6/2024 9:03:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nao Pabalan
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/6/2024 9:02:11 AM
Viewed: 6/6/2024 4:15:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
6/5/2024 11:00:52 AM
Certified Delivered
Security Checked
6/6/2024 9:01:51 AM
Signing Complete
Security Checked
6/6/2024 9:02:08 AM
Completed
Security Checked
6/6/2024 9:02:11 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
8 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Torrance CA (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/2/2023 12:32:32 PM Parties agreed to: Cristy Canieda, Galen W. Bean, George K. Chen, Rebecca Poirier 9 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Torrance CA:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Torrance CA of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Torrance CA
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Torrance CA
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
10 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Torrance CA as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Torrance CA during the course of your relationship with City of Torrance CA.
11 A.
B
Õ
t\)
o
l\)
I
<>D
E
c
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021.077 This First Amendment to Consulting Services Agreem ent C2021-077 (the "First Amendment") is effective April 1 1,2023, by and between the CITY OF TORRANCE, a municipal corporation ('CITY'), and Vasquez & Company, LLP a California Limited Liability Partnership ('coNSULTANT").
RECITALS
CITY previously wished to retain the services of an experienced and qualified CONSULTANT to perform auditing services. To that end, CITY circulated its Request for ProposalforAuditing Services, RFP No. 2021-15 (the "RFP").
CONSULTANT submitted a Proposal (the "Proposal") in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, CITY chose to award the Agreement to CONSULTANT.
On June 22,2021, CITY and CONSULTANT (collectively "the Parties") entered into Consulting Services Agreement C2021-077 (the "Agreement"), wherein CONSULTANT agreed to provide auditing services through June 21,2024, for an amount not to exceed $196,950 (the "Agreement Sum"). The Agreement included two (2) separate additional options to increase the term of the Agreement, with each option increasing the term by one year.
CITY is satisfied with the level of service provided by CONSULTANT.
The Parties now wish to amend the Agreement to increase the compensation by 527,029, to include Process and Compliance Review Services, for a new not-to-exceed amount of $223,979.
Additionally, the Parties wish to fu¡ther amend the Agreement to accurately reflect recent changes to the California Government Code, by revising Paragraph 32 entitled "Public Records Act".
AGREEMENT:
Paragraph 3, entitled "COMPENSATION', section A, entitled "CONSULTANT's Fee.", is hereby amended to read in its entirety as follows:
"3. COMPENSATION
A. CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forlh in the Proposal (Exhibit B) and as amended by Exhibit B-1; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $223,979 ("Agreement Sum"), unless otherwise first approved in writing by CITY."
F
1 00396 I 49.doc
ATTACHMENT B
12 ATTACHMENT 3
2 Paragraph 32, entitled "Public Records Act", is hereby amended to read in its entirety as follows:
"32. PUBLIC RECORDS ACT
Any documents submitted by the CONSULTANT; all information obtained in connection with the CITY's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuant to paragraph 14 CONSULTANT's Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked "trade secret", "confidential", or "proprietary" The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction. ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act."
ilt
ilt
ilt
ill
ilt
ilt
ilt
ill
ilt
ilt
ilt
ilt
00396 I 49.doc
13 3 In all other respects, the Agreement and Amendments are ratified and reaffirmed and remain in full force and effect.
CITY OF TORRANCE,
a municipal corporation
n, Mayor
VASQUEZ & COMPANY, LLP
a California Limited Liability Partnership
By: fufr* f,*,".e
Ge Cristy C#ieda
Partner
ATTEST
,{ uilry
cca Poi
City Clerk
APPROVED AS TO FORIVI
PATRICK Q, SULLIVAN
City Attorney
By fu_k6iffiw.iTeai
Legal Counselor
Attachment Exhibit B-1 Proposal Letter dated January 31,2023 00396 l49.doc
14 ATTACHMENT C
15 ATTACHMENT 4
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
32 33
34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
52 53
54 55
56 57
58 59
60 61
62 63
64 65
66 67
68 69
70 71
72 73
74 75
76 77
78 79
80