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050526 ADM Agreement with Grant Thornton Advisors Master Services Agreement

City Council - Successor Agency - Housing Authority
May 5, 2026

Document
050526 ADM Agreement with Grant Thornton Advisors Master Services Agreement
Meeting
May 5, 2026
Body
City Council - Successor Agency - Housing Authority
Pages
7
Original file
1.7 MB
Text extracted from the city's file for reading and search. Open the original on fullerton.legistar1.com. That file is the official record.

City of Fullerton
Statement of Work No. 1
April 30, 2026

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DRAFT
City Of Fullerton
Statement of Work for Advisory Services
Related to Accounting and Budgeting Analytics
(TASK ONE)
As of April 30, 2026
This Statement of Work (“Statement of Work”) dated April 30, 2026, between Grant Thornton Advisors LLC (“GT Advisors”, “Firm,” or “we”) and the City of Fullerton (the “City,” “Client,” “Company,” or “you”) becomes a part of and is subject to the terms and conditions of the Master Services Agreement dated April 15, 2026, between Grant Thornton Advisors LLC and the City of Fullerton (the “Agreement”). Any capitalized terms that are not defined in this Statement of Work shall have the meanings set forth in the Agreement. The purpose of this Statement of Work is to describe the scope of services (“Services”) the Company is requesting GT Advisors to perform, and to set forth the agreed fee, timing and other matters related to the Services.

Relationship with Grant Thornton LLP
Grant Thornton LLP and GT Advisors (and their respective affiliate entities) practice as an alternative practice structure (“APS”) in accordance with the American Institute of Certified Public Accountants Code of Professional Conduct and applicable law, regulations and professional standards. Grant Thornton LLP is a licensed independent CPA firm that provides attest services to its clients, and GT Advisors and its subsidiary entities provide tax and business consulting services to their clients. GT Advisors and its subsidiary entities are not licensed CPA firms.

GT Advisors employs individuals who are licensed as CPAs who focus on providing consulting services. Client understands and acknowledges that GT Advisors is not a public accounting firm or CPA firm and does not issue opinions on financial statements or provide audit or other attestation services. As such, this engagement is not a financial statement audit or other form of attestation service.

Project Background, and Approach
The City of Fullerton has faced growing scrutiny regarding past accounting transactions and budget-related issues which have created a number of significant challenges including:
• Eroding public trust in city leadership
• Questions regarding long-term economic viability
• Concerns over a lack of budgeting and accounting transparency • Continuing debate regarding the need for additional revenue sources and local taxes • Accounting decisions made by, and capabilities of, past and present accounting and budgeting personnel • The need to address key issues in an open, timely, and professional manner Grant Thornton will deploy a dedicated engagement team with city operations, accounting, finance, and fraud risk experience to perform the scope of work described herein.

City leadership has requested that Grant Thornton evaluate selected accounting budget items and transactions to evaluate if the items in question were completed at arm’s length and according to generally accepted accounting principles, were performed in accordance with City of Fullerton documented policies, and can be traced to a legitimate and reasonable city purpose.

Note: This engagement does not constitute a formal fraud or forensics investigation, but should any transactions or activities come to our attention through the procedures performed as part of this engagement that appear to exhibit potential indications of fraud, Grant Thornton will immediately raise such instances to the attention of the City Attorney, the City Manager, the City Council, and the Mayor.

In addition, Grant Thornton will review the City of Fullerton’s budgeting process and communications to the City Council for the FY 2025 year to allow the City to better understand where potential errors may have been made or where misunderstandings may have originated with a focus on determining how to improve the process for the future. Grant Thornton will also evaluate short-term and near-term budget projections under normal scenarios and stress scenarios to provide an understanding of how the City’s future financial condition m ay be impacted under such scenarios.

City of Fullerton
Statement of Work No. 1
April 30, 2026

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Financial Transactions Review
• Evaluate selected transactions (e.g., FY-21-FY24 $10 million “unassigned” fund balance) • Review transaction circumstances and background
• Conduct informational interviews with key city personal and stakeholders • Document decisioning path and City of Fullerton personnel involvement • Evaluate financial impacts, ramifications, and communications processes • Assess transactions against City business practices and accounting standards • Observe and document any indicators of improper or potentially fraudulent activity • Provide recommendation for further forensics investigation if deemed prudent • Final report with conclusions, recommendations, and priority next steps Budget Process and Projected Budget Review
• Interview City Manger, Mayor, City Council Members and other selected City personnel. • Review the City of Fullerton’s budgeting process and communications to the City Council • Provide insights into concerns regarding the FY 2025 budget process and recommendations for improvement.
• Prepare and analyze City of Fullerton budget forecasts under normal and stress scenarios • Evaluate revenue growth projections against forecasted expenses and infrastructure maintenance needs
• Provide observations regarding spend-revenue gaps and gap magnitude Engagement deliverables shall include:
• Analysis of FY 2025 budget process and communications to City Council including recommendations for improvements
• Analysis of unassigned budget amounts and non-technical explanations • Analysis of normal and stress budget projections
• Documented findings, conclusions, and recommendations in formal report • Formal presentation to City Council
Deliverables will be provided in Microsoft Office formats and primarily in Microsoft PowerPoint.

GT Advisors’ Responsibilities
GT Advisors will perform the Services in accordance with the terms of this Agreement. Client shall promptly review the Deliverables and provide written notice of non -conformity within ten (10) business days of receipt of such Deliverables. GT Advisors’ sole obligation shall be to correct such non-conformities within a reasonable time period.

GT Advisors shall be entitled to rely on the accuracy, completeness and reliability of all information provided by, and on all decisions and approvals of, the Company and its retained advisors, consultants or legal counsel. GT Advisors’ work does not guarantee that errors and irregularities will not occur and it may not detect errors or irregularities if they arise.

Company Responsibilities and Assumptions

1. Company Responsibilities
The Company’s management acknowledges that it will undertake the following responsibilities (the “Company Responsibilities”):
• Make all management decisions and perform all management functions, including maintaining all internal books and records, preparing related source documents, authorizing, executing or consummating all transactions, implementing recommendations, and performing risk mitigation and remediation activities.
• Accept full responsibility for making decisions on implementation or taking further course(s) of action with respect to our recommendations or advice.
• Designate an individual who possesses the suitable skills, knowledge, and/or experience as project leader to oversee the project and evaluate the adequacy and results of the Services and accept responsibility for such results.

City of Fullerton
Statement of Work No. 1
April 30, 2026

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• Evaluate the adequacy and results of the Services and accept responsibility for such results. • Establish and maintain effective internal controls, including monitoring activities, retaining custody of Client’s assets, and controlling its premises.
• Provide, on a timely basis, such information, decisions, approvals and assistance that are necessary to Grant Thornton’s work or that Grant Thornton reasonably requests (including third-party permissions) and Grant Thornton’s personnel assigned to any work hereunder shall not be assumed or deemed to have knowledge of information provided to others, whether external to or within Grant Thornton. • Provide suitable workspace, including furniture and access to electronic and written information necessary to perform the Services.
• Provide timely access to company personnel.
• Ensure to the best of its ability that all information provided to Grant Thornton is complete, accurate, and current in all material respects, contains no material omissions and updated promptly and continuously. • Management will establish and maintain effective internal controls, including monitoring activities, retaining custody of the Company’s assets and controlling its premises.

2. Project Assumptions
The Services and fees for this Statement of Work are based upon the following assumptions, representations or information supplied by the Company (“Assumptions”):
• Grant Thornton will conduct interviews with city counsel members, mayor, city managers, and representative stakeholders
• Fieldwork will be coordinated and scheduled so as to accomplish significant blocks of work (planning, kick off meeting, multiple interviews, discussions with Management, calibration, reporting, etc.) within specified dates so as to allow for a structured and efficient process (as opposed to one off meetings stretching over an undefined period of time. Management and Grant Thornton will establish a mutually agreeable schedule and timeline at the beginning of the project and will work in good faith to follow the schedule.
• The Deliverables are intended only for the City of Fullerton leadership and city counsel and should not be distributed to, used or relied upon by any third party. • The Client will make available to us, in a timely manner, information and documentation requested and needed for the engagement. Multiple instances of follow-up meetings and communications for Grant Thornton to receive sufficient control evidence and support may result in additional fees. • If practical, requested documentation will be provided to Grant Thornton in electronic format. • The Client will make available to us key members of management and relevant department personnel to answer our questions and to provide requested materials relevant to the engagement. • The Client’s personnel have a strong understanding of their own strategic plans, risk tolerances, company timelines, processes, systems, data flows, and controls such that they can effectively and accurately articulate those details and provide meaningful input for the engagement. • Onsite fieldwork, as necessary, will be performed at Client’s location. Off-site field work will be performed remotely by Grant Thornton’s professionals if possible, using video conference and other communication, documentation sharing technologies, and information repositories as needed and as mutually agreeable.
• The specific procedures, services, allocation of work, and timing and prioritization of work steps, to be mutually agreed in advance, using a project timeline.
• Client will use Grant Thornton provided SharePoint technology to share and organize information for this engagement.
• Management will allow us to conduct surveys and will encourage participants to provide accurate and timely responses.
• Client will use Grant Thornton methodologies, tools, templates, standard risks and controls and other materials as requested to allow for a more timely and consistent execution of the work to be performed. • Client gives Grant Thornton permission to record (video and audio) meetings, interviews, walkthroughs, and other procedures/interactions/meetings to help facilitate documentation and procedures that we will perform and to allow us to complete the work within the budgets and fixed fees as agreed upon herein.

Grant Thornton agrees not to share any recorded content with any third parties without Client’s prior consent.

GT Advisors Engagement Team
GT Advisors will assign the individuals listed below to the engagement. While we will attempt to fulfill requests for specific individuals, we may need to add or re-assign personnel. We will inform you of such changes within a City of Fullerton
Statement of Work No. 1
April 30, 2026

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reasonable amount of time:
• Shawn Stewart, Key Relationship Partner and SME
• DJ Rossini, Managing Director, Engagement Leader
• Bob Hawkey, Director, and day-to-day engagement management • Charles Mayes, Senior Manager
• Seth Morgan, Senior Manager
• Anne Layne, Senior Manager
• Other Grant Thornton staff and subject matter specialist as needed Use of Client Data
GT Advisors and Grant Thornton LLP (collectively, “Grant Thornton”) are committed to enhancing our services and improving quality through technology, including data analytics. Grant Thornton may use Client data to provide services to the Client in connection with this engagement, other Client engagements, and to present Client with additional service offerings. Grant Thornton may also anonymize Client data and aggregate such data with anonymized data of its other clients for purposes of performing analytics and enhancing our services for, and providing insights to, Client and/or its other clients. Grant Thornton will never disclose non-anonymized Client data to third parties without the Client’s prior consent, except as otherwise agreed to herein.

Use of Generative Artificial Intelligence Tools
GT Advisors may use generative artificial intelligence (“AI”) tools in performing the Services. These AI tools may either be third-party tools or tools that reside on GT Advisors’ systems in a closed network where no third party has access to the data. All third-party AI tool providers are subject to confidentiality obligations and required not to train any model on your data, and you authorize GT Advisors to disclose your information to such third-party service providers for such purposes.

All output created by an AI tool will be reviewed by G T Advisors prio r to use in performance o f the Services or creation of the Deliverables.

Client hereby consents to GT Advisors’ use of AI tools in performance of the Services.

Fees
Standard Billings
Task One as outlined here, will be completed for $94,340 in professional fees. In addition to our professional fees, we will bill for out-of-pocket expenses (travel, lodging, etc.) and an administrative fee of six percent (6%) of fees to cover expenses for computer and technology usage, software licensing, research and library databases, human capital benchmark datasets, and similar expense items. Our total fixed fee amount will not exceed $100,000.

It is our practice to invoice the first $20,000 Immediately, followed by a second invoice of $30,000 at the end of the 2nd week of fieldwork. An additional invoice of $30,000 will be issued at the end of the 4 th week of fieldwork. A final invoice of $20,000 will be issued following submission of the engagement final deliverables.

All quoted fees, charges, and other amounts payable to GT Advisors under this Statement of Work do not include any sales, use, excise, rental, gross receipts (in the nature of a sales tax), value added or other applicable taxes, tariffs or duties, payment of which shall be Client’s sole responsibility, excluding any applicable taxes based on GT Advisors’ net income, property, or taxes arising from the employment or independent contractor relationship between GT Advisors and its personnel.

Use of Third-Party Services Providers and Affiliates
GT Advisors’ use of technology and resources is an important aspect of delivering the Services. GT Advisors may use affiliates, member firms, subcontractors, software tools, or other third-party service providers both inside and outside the United States in providing client services and other support services. In performing such services, GT Advisors third-party service providers may have limited access to confidential information received from Client. Such third-party service providers are subject to confidentiality obligations with GT Advisors to protect the confidentiality of client information consistent with the terms of the engagement with Client.

City of Fullerton
Statement of Work No. 1
April 30, 2026

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GT Advisors intends to use the technology and resources of the following (additional) entities to assist us with providing the Services:
• GT US Shared Services Center India Private Limited (“GTSSC”) and/or the Grant Thornton Knowledge and Capability Center India Private Limited (“KCC”), GT Advisors’ service centers located in India The Company hereby authorizes us to disclose its information to the above-named entities for the purposes described above. GT Advisors takes sole responsibility for all work performed in relation to this Statement of Work and Client agrees that, with respect to work that is the subject of this Statement of Work, its sole recourse is against GT Advisors.

Additional Billings
Of course, circumstances may arise that require us to do more work. Some of the more common circumstances include: changing professional requirements, incorrect accounting applications or errors in your records, inability to obtain information from third-parties, failure to furnish accurate and complete information to us on a timely basis, and unforeseen events – including regulatory changes. If it appears that work beyond the deliverables listed above is required, we will bring this to your attention in a Change Order as described below. Fees shall not exceed the fixed fee above unless approved in a written, mutually-executed Change Order.

Furthermore, in the event we stop work for any reason other than for our breach (including, but not limited to, nonpayment or your request), you agree to pay our fees and expenses for all Services performed through the date work is stopped, whether or not we have produced any Deliverables.

We pride ourselves on our ability to provide outstanding service and meeting our clients’ deadlines. To help accomplish this goal, we work hard to have the right professionals available. This involves complex scheduling models to balance the needs of our clients and the utilization of our people, particularly during peak periods of the year. Last minute client requested scheduling changes result in costly downtime due to our inability to make alternate arrangements for our staff.

Change Order Process
During the project either party may request additions, deletions or modifications to the scope or nature of the Services (a “Change”). GT Advisors will not be obligated to start work on any Change until the fee and/or impact on the schedule is agreed on in a written change order. The change order should be signed by GT Advisors and the Company.

City of Fullerton
Statement of Work No. 1
April 30, 2026

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Authorization
Please confirm your acceptance of this Statement of Work by signing below and returning one copy to us. We appreciate the opportunity to assist the City of Fullerton with their budget and economic initiatives.

GRANT THORNTON ADVISORS LLC
Date:

Shawn D. Stewart
Partner, Advisory Services
Date:

DJ Rossini
Managing Director, Advisory Services
Agreed and accepted by:

I am authorized to engage GT Advisors to conduct this engagement and, by signing below, hereby agree to the terms and conditions as set forth above.

City of Fullerton
Date:

Authorized Individual
City of Fullerton
City of Fullerton
Statement of Work No. 2
April 30, 2026

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City Of Fullerton
Statement of Work for
Budget Risk and Economic Opportunities Advisory Services (TASK TWO)
As of April 30, 2026
This Statement of Work (“Statement of Work”) dated April 30, 2026, between Grant Thornton Advisors LLC (“GT Advisors”, “Firm,” or “we”) and the City of Fullerton (the “City,” “Client,” “Company,” or “you”) becomes a part of and is subject to the terms and conditions of the Master Services Agreement dated DATE HERE between Grant Thornton Advisors LLC and the City of Fullerton (the “Agreement”). Any capitalized terms that are not defined in this Statement of Work shall have the meanings set forth in the Agreement. The purpose of this Statement of Work is to describe the scope of services (“Services”) the Company is requesting GT Advisors to perform, and to set forth the agreed fee, timing and other matters related to the Services.

Relationship with Grant Thornton LLP
Grant Thornton LLP and GT Advisors (and their respective affiliate entities) practice as an alternative practice structure (“APS”) in accordance with the American Institute of Certified Public Accountants Code of Professional Conduct and applicable law, regulations and professional standards. Grant Thornton LLP is a licensed independent CPA firm that provides attest services to its clients, and GT Advisors and its subsidiary entities provide tax and business consulting services to their clients. GT Advisors and its subsidiary entities are not licensed CPA firms.

GT Advisors employs individuals who are licensed as CPAs who focus on providing consulting services. Client understands and acknowledges that GT Advisors is not a public accounting firm or CPA firm and does not issue opinions on financial statements or provide audit or other attestation services.

Project Background, and Approach
Project Background
A FY 2025 budget shortfall has led the City’s residents and City Council Members to question the City’s budgeting process, revenues, and expenses, while also expressing doubts about the fiscal management of the city’s operations. In light of recent budget shortfalls and other factors that may be indicative of continued economic challenges for the City, the City Council has requested that Grant Thornton evaluate the City of Fullerton’s near - term and longer-term budget projections to provide perspectives to the City under both current and stressed economic conditions. Additionally, Grant Thornton will provide recommendations related to where the city may be able to contain or reduce costs, optimize services, improve operating efficiencies, increase near-term and longer- term revenues, and how the City can further engage in economic development activities to provide a stronger tax base for the future. To that end, Grant Thornton is being engaged to collaborate with city employees and key stakeholders on a Budget Risk and Economic Opportunities Advisory Services engagement. The details of the engagement are listed below.

Project Approach
Grant Thornton will deploy a dedicated team with accounting, finance, budgeting, and economic development experience to evaluate the City of Fullerton’s economic condition as noted herein and to provide actionable recommendations. An overview of our engagement methodology can be summarized within the six steps outlined below.

City of Fullerton
Statement of Work No. 2
April 30, 2026

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Information gathered in the Task One engagement will be leveraged for this Task Two engagement and has been contemplated in our pricing for this engagement. Grant Thornton will perform both Task One and Task Two simultaneously in order to take advantage of engagement synergies, with Task Two kicking off one to two weeks after Task One.

Step 1: Preliminary meetings with City Council and City employees to understand perspectives and align on engagement objectives.

This step in our engagement will be performed in parallel with Task One preliminary meetings to reduce the burden on City Council Members and key personnel and will help establish a well-structured , collaborative, and efficient engagement process that seeks to align ou r work with insights from key stakeholder and sets the foundation for meaningful outcomes by identifying significan t objectives , researching background information , and preparing materials to facilitate productive discussions. Meetings will be conducted to gather insights, address concerns, and document key takeaways, followed by post-meeting actions to summarize findings, ensure alignment, and plan next steps.

Step 2: Conduct a high-level analysis of budget to identify how the budge t compares to current and prior year actuals to better understand where budget shortfalls and overruns occurred.

This step in our engagement involves collecting and categorizing budge t data, analyzing variances and trends, understanding how projected budgets may be expected to perform unde r current and potential stress scenarios, and identifying key shortfalls and overruns. Findings will be summarized in a presentation, followed by discussions with stakeholders to provide insights and recommend actions for financial optimization. The value of these activities include enhancing financial transparency, identifying risks, and optimizing resource allocation to improve the City’s financial stability
Step 3: Facilitate ideation sessions with a committee of Gran t Thornton consultants, City employees, and key stakeholders, as applicable , to determine opportunities to enhance revenue through economic development and reduction in expenses.

This step in ou r engagement involves planning and facilitating structured ideation sessions with key stakeholders to identify revenue opportunities and cost-saving strategies which may include long- and short-term economic development opportunities, tax increases, and cost reductions. Discussions will be documented, prioritized based on feasibility and impact, and summarized in a report with recommendations and next steps fo r implementation.

The value of this phase is in providing practical financial options that enable City leaders to boost revenue, reduce costs, and assist with long- and short-term economic opportunities.

Step 4: Synthesize and Develop Plan
This step in our engagement involves consolidating key findings from prior analyses, stakeholder discussions, and budget assessments to develop a comprehensive financial strategy. Grant Thornton consultants will work closely with City employees and leadership to refine insights, prioritize recommendations, and establish a clear action plan.

This phase provides an actionable plan fo r financial improvemen t opportunities and growth . By distilling insights into a structured plan , City leaders can gain a framework fo r execution —assisting them in making informed decisions and financial improvements.

Step 5: Assis t City employees in developin g a communication pla n to address City finances and budget challenges.

This engagement step focuses on providing recommendations fo r development and implementation of a strategic communication plan to inform stakeholders abou t the City's financial challenges and budge t decisions. It includes drafting key communications, selecting communication channels , and continuously refining messaging based on feedback and evolving financial conditions. It is envisioned that this phase will foster transparency, trust, and public engagement by assisting City employees with communicating th e City’s financial challenges and decisions . The communication plan is intended to reduce misinformation, and foster community support for budget initiatives.

City of Fullerton
Statement of Work No. 2
April 30, 2026

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Step 6: Provide a final report and make recommendations.

This final step involves compiling insights from previous phases of the engagement into a clear and actionable report, highlighting key findings, financial trends, and recommendations. The report will be refined through stakeholder feedback, presented to City leadership, and supported with follow-up planning to guide implementation.

This phase leverages data, insights, and strategic discussions into a clear, actionable roadmap for City leadership.

By compiling key findings and financial trends into a structured report, decision-makers can gain a comprehensive understanding of budget challenges, opportunities, and recommendations.

Engagement Timeline
It is anticipated the engagement will take place over the course of eight weeks and follow the timeline shown below:

Project Approach
Engagement deliverables shall include:

Planning & Kickoff Agenda
Budget Review (standard operations and stress test)
Strengths, Weaknesses, Opportunities, & Threats (SWOT) Analysis Ideation Opportunities for Revenue and Expenses
Communication Plan
Final Report with Actionable Recommendations for Management Readout to the City Council
Exit Meeting Agenda
Deliverables will be provided in Microsoft Office formats and primarily in Microsoft PowerPoint format.

GT Advisors’ Responsibilities
GT Advisors will perform the Services in accordance with the terms of this Agreement. Client shall promptly review the Deliverables and provide written notice of non-conformity within ten (10) business days of receipt of such Deliverables. GT Advisors’ sole obligation shall be to correct such non-conformities within a reasonable time period.

GT Advisors shall be entitled to rely on the accuracy, completeness and reliability of all information provided by, and on all decisions and approvals of, the Company and its retained advisors, consultants or legal counsel. GT Advisors’ work does not guarantee that errors and irregularities will not occur, and it may not detect errors or irregularities if they arise.

Company Responsibilities and Assumptions

1. Company Responsibilities
The Company’s management acknowledges that it will undertake the following responsibilities (the “Company

City of Fullerton
Statement of Work No. 2
April 30, 2026

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Responsibilities”):
• Make all management decisions and perform all management functions, including maintaining all internal books and records, preparing related source documents, authorizing, executing or consummating all transactions, implementing recommendations, and performing risk mitigation and remediation activities.
• Accept full responsibility for making decisions on implementation or taking further course(s) of action with respect to our recommendations or advice.
• Designate an individual who possesses the suitable skills, knowledge, and/or experience as project leader to oversee the project and evaluate the adequacy and results of the Services and accept responsibility for such results.
• Evaluate the adequacy and results of the Services and accept responsibility for such results. • Establish and maintain effective internal controls, including monitoring activities, retaining custody of Client’s assets, and controlling its premises.
• Provide, on a timely basis, such information, decisions, approvals and assistance that are necessary to Grant Thornton’s work or that Grant Thornton reasonably requests (including third-party permissions) and Grant Thornton’s personnel assigned to any work hereunder shall not be assumed or deemed to have knowledge of information provided to others, whether external to or within Grant Thornton. • Provide suitable workspace, including furniture and access to electronic and written information necessary to perform the Services.
• Provide timely access to company personnel.
• Ensure to the best of its ability that all information provided to Grant Thornton is complete, accurate, and current in all material respects, contains no material omissions and updated promptly and continuously. • Management will establish and maintain effective internal controls, including monitoring activities, retaining custody of the Company’s assets and controlling its premises.

2. Project Assumptions
The Services and fees for this Statement of Work are based upon the following assumptions, representations or information supplied by the Company (“Assumptions”):
• Grant Thornton will conduct interviews with City Council members, Mayor, City managers, and representative stakeholders
• Fieldwork will be coordinated and scheduled so as to accomplish significant blocks of work (planning, kick off meeting, multiple interviews, discussions with Management, calibration, reporting, etc.) within specified dates so as to allow for a structured and efficient process (as opposed to one off meetings stretching over an undefined period of time. City Management and Grant Thornton will establish a mutually agreeable schedule and timeline at the beginning of the project and will work in good faith to follow the schedule.
• The Deliverables are intended only for the City of Fullerton leadership and City Council and should not be distributed to, used or relied upon by any third party. • The Client will make available to us, in a timely manner, information and documentation requested and needed for the engagement. Multiple instances of follow-up meetings and communications for Grant Thornton to receive sufficient control evidence and support may result in additional fees. • If practical, requested documentation will be provided to Grant Thornton in electronic format. • The Client will make available to us key members of management and relevant department personnel to answer our questions and to provide requested materials relevant to the engagement. • The Client’s personnel have a strong understanding of their own strategic plans, risk tolerances, company timelines, processes, systems, data flows, and controls such that they can effectively and accurately articulate those details and provide meaningful input for the engagement. • Onsite fieldwork, as necessary, will be performed at Client’s location. Off-site field work will be performed remotely by Grant Thornton’s professionals if possible, using video conference and other communication, documentation sharing technologies, and information repositories as needed and as mutually agreeable.
• The specific procedures, services, allocation of work, and timing and prioritization of work steps, to be mutually agreed in advance, using a project timeline.
• Client will use Grant Thornton provided SharePoint technology to share and organize information for this engagement.
• Management will allow us to conduct surveys and will encourage participants to provide accurate and timely responses.
• Client will use Grant Thornton methodologies, tools, templates, standard risks and controls and other materials as requested to allow for a more timely and consistent execution of the work to be performed. • Client gives Grant Thornton permission to record (video and audio) meetings, interviews, walkthroughs, and other procedures/interactions/meetings to help facilitate documentation and procedures that we will perform and to allow us to complete the work within the budgets and fixed fees as agreed upon herein.

City of Fullerton
Statement of Work No. 2
April 30, 2026

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Grant Thornton agrees not to share any recorded content with any third parties without Client’s prior consent.

GT Advisors Engagement Team
GT Advisors will assign the individuals listed below to the engagement. While we will attempt to fulfill requests for specific individuals, we may need to add or re -assign personnel. We will inform you of such changes within a reasonable amount of time:
• Shawn Stewart, Key Relationship Partner and SME
• DJ Rossini, Managing Director, Engagement Leader
• Bob Hawkey, Director, and day-to-day engagement management • Charles Mayes, Senior Manager
• Seth Morgan, Senior Manager
• Anne Layne, Senior Manager
• Other Grant Thornton staff and subject matter specialist as needed Throughout the engagement, the team will be assisted by Grant Thornton subject matter specialists as needed to focus on budget management, forecasting, and economic development options. The core team will be assisted with staff level resources assigned to the work.

Shawn Stewart, a Partner in our Risk Advisory practice , will serve as the lead relationship partne r for the City of Fullerton, providing valuable risk management, economic development, and budget discipline experience.

Use of Client Data
GT Advisors and Grant Thornton LLP (collectively, “Grant Thornton”) are committed to enhancing our services and improving quality through technology, including data analytics. Grant Thornton may use Client data to provide services to the Client in connection with this engagement, other Client engagements, and to present Client with additional service offerings. Grant Thornton may also anonymize Client data and aggregate such data with anonymized data of its other clients for purposes of performing analytics and enhancing our services for, and providing insights to, Client and/or its other clients. Grant Thornton will never disclose non-anonymized Client data to third parties without the Client’s prior consent, except as otherwise agreed to herein.

Use of Generative Artificial Intelligence Tools
GT Advisors may use generative artificial intelligence (“AI”) tools in performing the Services. These AI tools may either be third-party tools or tools that reside on GT Advisors’ systems in a closed network where no third party has access to the data. All third-party AI tool providers are subject to confidentiality obligations and required not to train any model on your data, and you authorize GT Advisors to disclose your information to such third-party service providers for such purposes.

All output created by an AI tool will be reviewed by G T Advisors prio r to use in performance o f the Services or creation of the Deliverables.

Client hereby consents to GT Advisors’ use of AI tools in performance of the Services.

Fees
Phase Two, as outlined here, will be completed for $130,000 in professional fees. In addition to our professional fees, we will bill for out of pocket expenses (travel, lodging, etc.) and an administrative fee of six percent (6%) of fees to cover expenses for computer and technology usage, software licensing, research and library databases, human capital benchmark datasets, and similar expense items.

Standard Billings
It is our practice to invoice the first $30,000 Immediately, followed by a second invoice of $50,000 at the engagement midpoint. A final invoice of $50,000 will be presented following submission of the engagement final

City of Fullerton
Statement of Work No. 2
April 30, 2026

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deliverables.

All quoted fees, charges, and other amounts payable to GT Advisors under this Statement of Work do not include any sales, use, excise, rental, gross receipts (in the nature of a sales tax), value added or other applicable taxes, tariffs or duties, payment of which shall be Client’s sole responsibility, excluding any applicable taxes based on GT Advisors’ net income, property, or taxes arising from the employment or independent contractor relationship between GT Advisors and its personnel.

Use of Third-Party Services Providers and Affiliates
GT Advisors’ use of technology and resources is an important aspect of delivering the Services. GT Advisors may use affiliates, member firms, subcontractors, software tools, or other third -party service providers both inside and outside the United States i n providing client services and other support services. In performing such services, GT Advisors third-party service providers may have limited access to confidential information received from Client. Such third-party service providers are subject to confidentiality obligations with GT Advisors to protect the confidentiality of client information consistent with the terms of the engagement with Client.

GT Advisors intends to use the technology and resources of the following (additional) entities to assist us with providing the Services:
• GT US Shared Services Center India Private Limited (“GTSSC”) and/or the Grant Thornton Knowledge and Capability Center India Private Limited (“KCC”), GT Advisors’ service centers located in India The Company hereby authorizes us to disclose its information to the above-named entities for the purposes described above. GT Advisors takes sole responsibility for all work performed in relation to this Statement of Work and Client agrees that, with respect to work that is the subject of this Statement of Work, its sole recourse is against GT Advisors.

Additional Billings
Of course, circumstances may arise that require us to do more work. Some of the more common circumstances include: changing professional requirements, incorrect accounting applications or errors in your records, inability to obtain information from third-parties, failure to furnish accurate and complete information to us on a timely basis, and unforeseen events – including regulatory changes. If it appears that work beyond the deliverables listed above is required, we will bring this to your attention in a Change Order as described below. Fees shall not exceed the fixed fee above unless approved in a written, mutually-executed Change Order.

Furthermore, in the event we stop work for any reason other than for our breach (including, but not limited to, nonpayment or your request), you agree to pay our fees and expenses for all Services performed through the date work is stopped, whether or not we have produced any Deliverables.

We pride ourselves on our ability to provide outstanding service and meeting our clients’ deadlines. To help accomplish this goal, we work hard to have the right professionals available. This involves complex scheduling models to balance the needs of our clients and the utilization of our people, particularly during peak periods of the year. Last minute client requested scheduling changes result in costly downtime due to our inability to make alternate arrangements for our staff.

Change Order Process
During the project either party may request additions, deletions or modifications to the scope or nature of the Services (a “Change”). GT Advisors will not be obligated to start work on any Change until the fee and/or impact on the schedule is agreed on in a written change order. The change order should be signed by GT Advisors and the Company.

City of Fullerton
Statement of Work No. 2
April 30, 2026

Page 7 of 7 ends

Authorization
Please confirm your acceptance of this Statement of Work by signing below and returning one copy to us. We appreciate the opportunity to assist the City of Fullerton with their budget and economic initiatives.

GRANT THORNTON ADVISORS LLC
Date:

Shawn D. Stewart
Partner, Advisory Services
Date:

DJ Rossini
Managing Director, Advisory Services
Agreed and accepted by:

I am authorized to engage GT Advisors to conduct this engagement and, by signing below, hereby agree to the terms and conditions as set forth above.

City of Fullerton
Date:

Authorized Individual
City of Fullerton

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