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SECOND AMENDMENT TO <br />AUDITING SERVICES AGREEMENT <br />THIS SECOND AMENDMENT TO AUDITING SERVICES AGREEMENT is entered <br />into on June 2, 2008, by and between MACIAS GINI & O'CONNELL, LLP, a California <br />limited liability partnership ("Consultant") and the CITY OF SANTA ANA, a charter city and <br />municipal corporation of the State of California ("City"). <br />RECITALS: <br />A. The City and Moreland and Associates entered into Consultant Agreement A-2006-108, <br />dated May 5, 2006, (hereinafter "said Agreement") by which Consultant has provided <br />comprehensive financial audit services. <br />B. By written Assignment N-2008-052, dated April 11, 2008, Moreland and Associates assigned <br />its rights and obligations in said Agreement A-2006-108 to Macias Gini & O'Connell, LLP. <br />C. Since the commencement of services pursuant to said Agreement, new auditing standards <br />have been adopted which bring auditing rules for governmental units into closer alignment <br />with publicly traded companies. These standards will require more of the auditor's time and <br />effort to conduct the audits required by said Agreement. <br />D. The City is implementing a new financial management system which will require that <br />additional staffing be provided to complete the annual financial statements for the fiscal year <br />ending June 30, 2008. <br />E. In accordance with the terms and conditions of said Agreement, the parties wish to amend the <br />Scope of Services and to increase the compensation to pay for the additional services during <br />the term. <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all <br />the terms and conditions of said Agreement, except those amended in this Second Amendment to <br />Auditing Services Agreement, the parties agree as follows: <br />Section 1, SCOPE OF SERVICES, shall be amended to include a provision that <br />Consultant shall comply with the new Statement of Auditing Standards in the comprehensive <br />financial audits for the fiscal years ending in 2008 and 2009, and will assist the City's <br />Finance and Management Services staff in the completion of the annual financial statements <br />for the fiscal year ending June 30, 2008 as set forth in the Consultant's Proposal dated April <br />21, 2008, attached hereto as Exhibit A-2 and incorporated by reference. <br />25F-3 <br />