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Fin Auditing Services 2012This Second Amendment to Agreement is made and entered into this 107a day of e ,,E� �t, 2012, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and MAZE AND ASSOCIATES (hereinafter "CONTRACTOR"). F-ETOTWIT10 WHEREAS, the CITY and the CONTRACTOR entered into an Agreement dated March 5, 2007, by which CONTRACTOR agreed to provide CITY with professional auditing services; and WHEREAS, the CITY and CONTRACTOR extended the term of Agreement through an Amendment executed on February 23, 2011; and WHEREAS, the CITY and CONTRACTOR with to enter a second amendment t* extend the term of the agreement. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1 Paragraph 4 is amended to add a second sentence to the first paragraph therein to read as follows: "Compensation for the fiscal years ending on June 30, 2013 and June 30, 2014 r. -hall be as provided in the letter from Maze and Associates, dated August 8, 0.-'012, attached to this Amendment." 2Paragraph 5 is amended to read as follow -3 "The term of this Agreement shall be for eight consecutive years for the fiscal Vears ending June 30, 2007 through June 30, 2014." 3. All other covenants, terms and conditions of the Agreement shall remain unchanged and in full force and effect. N 10 IN IMMM 0 -Ts I 1NE MaUfk �011 �A �00 �-Jj ROBERT F. EPSTEIN, City Attorney I Title: MAZE & ASSOCIATES August 8, 2012 Mark Moses Interim Finance Director City of Sah Rafael 1400 Fifth Avenue, Room 204 San Rafael, CA 949415-1560 Dear Mr, Moses: At mazegrnazeassociates.com www,mazeassociates.com Pursuant to the City's recent request coupled with the terms of the City's most recent Proposal dated February 2, 2007 and most recent extension letter dated February 14, 2011, we are pleased to offer to extend our audit contract to include the fiscal years ended June 30, 2013 and 2014 at the following prices: Comprehensive Annual Financial Statements Successor Agency Reporting Single Audit, Two Programs Child Development Program Report Gann Limit Agreed Upon Procedures WEB PDF CAFR Total 2013 2014 $46,668 $47,788 (A) (A) 12,978 13,289 5,687 5,823 1,262 1,292 768 786 $67,363 $68,978= (A) At this time we are unable to price the Successor Agency work that may be required in fiscal years 2013 and 2014. However, we are confident we will be able to perform the services requested by the Oversight Board. Once the work scope is determined we will provide a cost estimate before proceeding. We have based our fees on our most recent proposal dated February 2, 2007. Please call me if you have any questions. Single Audit Act - Additional programs will each cost $6,489 in 2013 and $6,644 in 2014, unless there are other factors which add to that program's cost; in that case, we will provide a cost estimate before proceeding. We look forward to continuing to improve our service to you. Yours very truly, 4$xv I �,00,. , t-- UL� Maze & Associates MA j1 RESPONSE: If you agree with the terms of this contract modification, please sign below and return a copy in the enclosed envelope. ME Title: Date: A Frofessioral Corporation AGREEMENT FOR: Professional Auditing Services This Agreement is made and entered into this 5th day of March, 2007, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Maze and Associates ("Maze") hereinafter ("CONTRACTOR"). a I a A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Finance Director, Cindy Mosser, is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Katherine Yuen, Shareholder, is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. P� III big] I I F; U] ! ! " !7 CONTRACTOR shall perform the duties and/or provide services as described in the Request for Proposal for Audit Services (attached Exhibit A) and pursuant to the CONTRACTOR'S Proposal dated February 2, 2007 (attached Exhibit B) and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in his performance under this agreement and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR pursuant to the Schedule of Fees and Expenses reflected in the CONTRACTOR'S Pricing Proposal (attached Exhibit C), dated February 2, 2007, including the cost of local business license taxes. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized .bvoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT The term of this Agreement shall be for four consecutive years for auditing fiscal years ending June 30, 2007 through June 30, 2010. Upon mutual agreement of the parties, and subject to the approval of the City Council, the term of this Agreement shall be extended for an additional period of two years for auditing fiscal years ending June 30, 2011 and June 30, 2012. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents described in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents directly related to CONTRACTOR'S performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 'IF -- - k 110.1101 The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 0 I I iNk 6101 H.111 z M A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement, B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, and other entities in the Franchisors' Group, their officers, agents, employees and volunteers as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, and other entities in the Franchisors' Group, their officers, agents, employees and volunteers as additional insureds under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of I placement coinciding with the effective date of this Agreement; 8. PROJECT MANAGER and the City Attorney shall approve the insurance as to form and sufficiency. C. If it employs any person, CONTRACTOR shall maintain workers compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 11. INDEMNIFICATION CONTRACTOR shall indemnify, release, defend and hold harmless CITY, and other entities in the Franchisors' Group, their officers, agents, employees and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 1 0 Mill 11s] 110yag"T 1111 ZMANKOW CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, and other entities in the Franchisors' Group, their officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. I• iiiiiiiiiiiiiii IN create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Ms. Cindy Mosser, Finance Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael CA 94915-1560 TO CONTRACTOR: Ms. Katherine Yuen Maze & Associates 3478 Buskirk Avenue, Suite 215 Pleasant Hill, CA 94523 16. INDEPENDENT CONTRACTOR For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, ora, or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. I D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE/OTHER TAXES CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 94-2590179, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. The laws of the State of California shall govern this Agreement. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL Cify MHager U ATTEST: Ir M City Atto CONTRACTOR By: ZtA�� V Name: Title: ho WWanagernent Services- WorkReTinance- WorkFile�Agreernent and ContractsNProfessional Contracts\20071Maze Audit services agreement.doe 0 CITY OF SAN RAFAEL INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA / SRCC AGENDA ITEM NO. 3 • d DATE OF MEETING: September 4, 2012 FROM: Mark Moses DEPARTMENT: Finance DATE: August 20, 2012 TITLE OF DOCUMENT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL AUDITING SERVICES BETWEEN THE CITY AND MAZE AND ASSOCIATES, EXTENDING THE TERM OF THE AGREEMENT FOR THE FISCAL YEARS ENDING JUNE 30, 2013 AND JUNE 30, 2014. Department Head (signature) (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL/ AGENCY APPROVED AS TO FORM: AGENDA ITEM: City Manager (signat re) City Attorney (signature) • I 1 0L0 ISL