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18-0220_WHITE NELSON DIEHL EVANS LLP_Professional Services Agreement 1st AmdAMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WHITE NELSON DIEHL EVANS 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement is made and entered into as of this day of February, 2018, by and between the City of San Juan Capistrano, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and White Nelson Diehl Evans, a Limited Liability Partnership with its principal place of business at 2875 Michelle Drive, Suite 300, Irvine, CA 92606 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "Professional Services Agreement" dated May 17, 2016, ("Agreement") for the purpose of retaining the services of Consultant to provide independent audit services. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to increase the not to exceed compensation amount for additional costs associated with the preparation of the City's State Controller's Report. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of the Agreement. 3. Terms. 3.1 Amendment. Section 2 of the Agreement is hereby amended in its entirety to read as follows: Page 1 of 3 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $236,596. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3.2 Continuing Effect of Agreernent. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No.1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page] Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO.1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND WHITE NELSON DIEHL EVANS CITY OF SAN JUAN CAPISTRANO Approved By e-�t pef j mi gel, (7ty Manager Date Attest By ria, Morris ,C' Clerk Approved As To Form: C Jef Bal Inger, Cit Attorney WHITE NELSON DII�E�HL E ANS Signature Name Pfi f2 N� Title Date Page 3 of 3 Z- Z2- 1,r, CITY OF SAN JUAN CAPISTRANO TOTAL ALL-INCLUSIVE MAXIMUM PRICE Our maximum fees for the five years ending June 30, 2020 will be as follows: Fiscal Year 2 Exhibit B - Page 1 of 1 Option Years Description of Services 2015-16 2016-17 2017-18 2018-19 2019-20 Audit of City of San Juan Capistrano $ 29,260 $ 29,260 $ 29,995 $ 30,745 $ 31,515 Audit of San Juan Capistrano Housing Authority 3,625 3,625 3,715 3,805 3,900 Single Audit, when applicable (1) 3,745 3,745 3,840 3,935 4,035 Preparation of Annual Street Report 1,250 1,250 1,280 1,310 1,345 Preparation of City State Controller's Report 3,050 3,500 3,588 3,678 3,770 Preparation of San Juan Capistrano Public Financing Authority State Controller's Report 985 985 1,010 1,035 1,060 Preparation of CAFR 3,640 3,640 3,730 3,825 3,920 Out of pocket expenses (2) - - Total Not to Exceed Fees $ 45,555 $ 46,005 $ 47,158 $ 48,333 $ 49,545 (1) This fee contemplates auditing two major programs. Additional major programs will be audited for an additional cost of $2,000 each. (2) Out of pocket expenses are included in the fees above. 2 Exhibit B - Page 1 of 1