FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
EADIE PAYNE LLP
This First Amendment to the Professional Services Agreement (“First Amendment”) is made and entered into as of October 7, 2026 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and Eadie Payne LLP (a limited liability partnership with its principal place of business at 3880 Lemon Street, Suite 300, Riverside, California 92501) (“Consultant”). City and Consultant are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
RECITALS
A. The Parties entered into a professional services agreement dated April 1, 2026 ("Agreement"), for Consultant to provide independent financial auditing services for the City's financial statements for the fiscal years ending June 30, 2026, through June 30, 2030 (“Services”); and
B. The City has determined that additional accounting, financial reporting, audit, agreed-upon procedures, and compliance services are more efficiently performed by Consultant in conjunction with its annual audit engagement than under separate engagement letters or professional services agreements; and C. Consultant has submitted a proposal to provide Annual Comprehensive Financial Report preparation, financial reporting support, Governmental Accounting Standards Board implementation assistance, Oracle Enterprise Resource Planning financial reporting transition support, and related accounting services; together with a revised fee proposal for certain additional recurring services requested by the City; and D. The Parties desire to incorporate into the Agreement the additional and expanded services identified in Exhibit A-1 (subject to the scope, compensation, and authorization requirements set forth in this First Amendment); and E. The Parties further desire to incorporate the annual Alternative Transportation Fund Audit, the annual California Violence Intervention and Prevention Grant Program financial and/or compliance audit (and similar state or Federal grant compliance audits) for the applicable grant period, the City’s State Controller’s Office Financial Transactions Report, the Public Financing Authority’s State Controller’s Office Financial Transactions Report, and Measure S agreed-upon procedures and reporting, together with related accounting, financial reporting, audit, and compliance services Docusign Envelope ID: EBCE8D12-7AE5-861D-807B-48F6F3208125
expressly identified in Exhibit A-1 without repricing those existing services except as expressly provided in this First Amendment; and
F. The Parties now desire to amend the Agreement by revising the scope of services to consolidate the Parties' audit, agreed-upon procedures, financial reporting, compliance, and related professional services under a single agreement; and to increase the total not-to-exceed (“NTE”) compensation only to reflect the additional or expanded services, while otherwise leaving the remaining terms of the Agreement unchanged).
NOW, THEREFORE, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct, and are hereby incorporated herein by this reference.
2. Amendment. The Agreement is hereby amended as follows:
a. Scope of Services. Section 2 of the Agreement is revised by deleting Exhibit A in its entirety and replacing it with the revised Exhibit A-1, attached hereto and incorporated herein by this reference. Exhibit A-1 consolidates: (1) services carried forward from the original Exhibit A; (2) services previously authorized through separate engagement letters, proposals, or written authorizations; and (3) new services added by this First Amendment. Exhibit A-1 supersedes and replaces the original Exhibit A from and after the Effective Date.
b. Compensation. Section 4.b is revised by replacing the current NTE amount of five hundred forty-two thousand, eight hundred sixty dollars ($542,860) with nine hundred seventy-one thousand, two hundred dollars ($971,200), which amount includes all services described in the revised Exhibit A-1. (1) Single Audit. Consultant shall be compensated ten thousand dollars ($10,000) for the first major program and ten thousand dollars ($10,000) for each additional major program actually required based on the final Schedule of Expenditures of Federal Awards, subject to the applicable NTE.
(2) Measure S. The fee for Measure S Agreed-Upon Procedures and Reporting shall remain as provided in the Agreement unless the Parties agree (in a written amendment executed before performance) to a materially expanded scope, including a stand-alone Measure S audit and related compensation. Nothing in this First Amendment authorizes a retroactive price adjustment for Measure S services already included in the Agreement.
(3) Continued Compensation. Except as expressly modified by this First Amendment or Exhibit A-1, Consultant shall continue to be compensated in accordance with the fee schedules and billing provisions of the Agreement. Exhibit A-1 supersedes prior fee schedules only to the extent expressly revised therein; existing Docusign Envelope ID: EBCE8D12-7AE5-861D-807B-48F6F3208125
services are not repriced unless the applicable change is expressly stated in this First Amendment or Exhibit A-1.
c. Order of Precedence. To the extent any provision of the revised Exhibit A-1 conflicts with the Agreement, the terms of the Agreement as amended by this First Amendment shall control.
d. Auditor Independence. The Parties acknowledge that Consultant serves as the City's independent auditor. Consultant shall perform all Services incorporated into Exhibit A-1 in accordance with Government Auditing Standards and applicable independence requirements governing non-attest services. Nothing contained in this First Amendment or Exhibit A-1 shall require Consultant to perform any service that, in Consultant's professional judgment, would impair its independence. e. Existing Engagements. Services identified in Exhibit A-1 that were previously authorized by separate engagement letters, proposals, or written authorizations from and after the Effective Date shall be governed by the Agreement as amended by this First Amendment; except as Exhibit A-1 or a subsequent written agreement expressly provides otherwise. Nothing in this First Amendment alters rights or payment obligations accrued before the Effective Date under any such separate authorization.
3. Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain in full force and effect, and shall govern the actions of the Parties under this First Amendment. Whenever the term “Agreement” appears in the original Agreement from and after the date of this First Amendment, it shall mean the Agreement as amended.
4. Electronic Transmission. A manually signed copy of this First Amendment which is transmitted by facsimile, electronic mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this First Amendment for all purposes. This First Amendment may be signed using an electronic signature.
5. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: EBCE8D12-7AE5-861D-807B-48F6F3208125
SIGNATURE PAGE
FOR
FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
EADIE PAYNE LLP
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date.
CITY OF SAN BERNARDINO
Approved By:
Eric Levitt
City Manager
Attested By:
Telicia Lopez, CMC
City Clerk
Approved as to Form:
City Attorney
Best Best & Krieger LLP
EADIE PAYNE LLP
Eden Casareno
Partner
Docusign Envelope ID: EBCE8D12-7AE5-861D-807B-48F6F3208125