PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
9 g g
Eide Bailly LLP
10681 Foothill Blvd #300
Rancho Cucamonga, CA 91730
This Professional Service Agreement ("the Agreement") is made as of August 19, 2025 (the "Effective Date"), by and between Eide Bailly LLP ("Consultant"), and the City of San Marino ('City"), a California municipal corporation, (collectively, "the Parties").
RECITALS
A. City desires certain professional services as specified in this Agreement.
B. Consultant represents that it is qualified and able to provide City with such services.
NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows:
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A.
1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local laws, ordinances, codes, and regulations.
1.4. Consultant shall not be compensated for any work performed unless it is specified in Exhibit A or City authorizes such work in advance and in writing. Any work so authorized by City shall become part of the Services for purposes of this Agreement.
2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through October 31, 2025 unless sooner terminated as provided in Section 5.0 of this Agreement.
This is a reproduction of portions of the San Marino City Code.
Always refer to an official copy of the Code and check with the City Clerk regarding recent possible amendments to ensure you are working with the most current version. 2 3.0 Consultant's Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit B but in no event will the City pay more than $20,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B, unless otherwise approved by City in writing. Pursuant to Section
02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than $30,000).
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed charges within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to Consultant.
4.2. Upon reasonable notice from City, Consultant shall allow City or City's agents or representatives to inspect at during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the expiration or earlier termination of this Agreement.
5.0 Termination
5.1. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least thirty (30) calendar days before the termination is to be effective.
5.2. Consultant may terminate this Agreement for cause in the event City fails to cure a default under this Agreement within thirty (30) days after Consultant has given City notice of such default.
5.3. Upon termination of this Agreement, Consultant shall cease all work under this Agreement and deliver to City all final deliverables compiled through the last working day this Agreement is in effect. City shall pay Consultant for all services satisfactorily rendered through the last working day this Agreement is in effect; provided that in no event, including but not limited to termination, shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3. Neither party shall have any other claim
against the other party by reason of termination pursuant to this Section 5.0.
6.0 Reports, Information, and Work Product
6.1. Consultant shall deliver to City: (1) any reports on the status of the Services upon City's request and in such time and in such form as City may require; and (2) all material furnished to Consultant by City upon City's request and/or upon the expiration or termination of this Agreement.
6.2. Unless the Parties agree in writing, all final deliverables created or developed by Consultant in the performance of this Agreement (collectively, "Work Product") shall be considered to be "works made for hire" for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation,, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made. Consultant hereby assigns to City all rights of ownership to the Work Product, that are not otherwise vested in the City pursuant to this paragraph.
6.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose.
Consultant shall indemnify, and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim, or liability in any way related to a claim that any use by the City of any of the Work Product violates federal, state, or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents, or other means of protecting intellectual property rights, and/or interests in products, ideas, or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret, or trademarked documents, materials, equipment, devices, or processes in connection with its provision of the Work Product produced under this Agreement. If any use by city of any of the Work Product or other deliverables is held to constitute an
infringement and the use of any of the same is enjoined, Consultant, at its expense, shall:
(a) secure for City the right to continue using such Work Product and/or other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement.
6.4. Consultant's obligations under this Section 6.0 shall survive the expiration or termination of this Agreement until applicable statute of limitations expire.
7.0 Party Representatives
7.1. City's representative for purposes of this Agreement is the City Manager or the person designated in writing by the City Manager. The City Manager's designee may exercise the authority of the City Manager provided in this Agreement excepting approval of any expenditure that would exceed a total compensation allowed under the Agreement.
7.2. Bradford Rockabrand is Consultant's representative for purposes of this Agreement.
8.0 Notices
8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:
To City: City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attn: City Manager
To Consultant: Eide Bailly LLP
10681 Foothill Blvd #300
Rancho Cucamonga, CA
91730
Attn: Bradford Rockabrand
8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
9.0 Independent Consultant
9.1. Consultant is an independent contractor and not an employee of City. All
services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant's personnel practices.
City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section.
All duties of Consultant under this Section 9.2 shall survive termination of this Agreement until applicable statute of limitations expire.
9.3. In the event that Consultant provides any of the Services by or through any employee or any person whose work under this Agreement becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, Consultant shall be solely responsible for all such payments or contributions. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant's failure to make any such payment or contribution. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section
9.3 shall survive termination of this Agreement.
10.0 Subcontractors
Unless otherwise specified in Exhibit A, no portion of this Agreement shall be subcontracted without the prior written approval of the City Manager. Consultant is fully responsible to City for the performance of any and all subcontractors, if any.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City Manager. Any purported assignment without such consent shall be void and without effect.
12.0 Insurance
12.1. Without limiting Consultant's indemnification of Agency, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Agency. General liability insurance.
Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.
12.3 Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
12. 4 Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
12.5 Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (statutory limits) and Employer's Liability insurance (with limits of at least $1,000,000). Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.
Other provisions or requirements
12.7. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein.
Insurance certificates and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.
12.8 Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.
12.9 Primary/noncontributing. CGL and Auto Liability Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.
Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self- insurance shall be called upon to protect it as a named insured.
12.10 Agency's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Agency may cancel this Agreement.
12.11 Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category
Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager.
12.12 Waiver of subrogation. All insurance coverage except for Professional Liability, maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.
12.13 Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.
12.14 Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.
12.15 Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant's insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant's failure to renew any of the required insurance coverages, or insurer's cancellation or non-renewal.
12.16 Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
12.17 Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.
12.18 Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross- liability exclusions.
12.19 Pass through clause. Consultant agrees to ensure that its sub- consultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively "Subcontractor"), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant's Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor's scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant's requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor.
12.20 Agency's right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant's compensation.
12.21 Timely notice of claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement that involve or may involve coverage under any of the required liability policies.
12.22 Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
Indemnification and Hold Harmless
12.23 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence.12.26 In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency.
13.0 Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
14.0 Labor Certification
14.1. By its signature hereunder, Consultant certifies it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code. Consultant shall provide evidence of such coverage before commencing the performance of the Services.
14.2. Consultant certifies that in the performance of the Services, Consultant shall not, in any manner, employ any person or contract with any person so that any Services so performed by such person would be subject to the workers' compensation laws of the State of California unless and until Consultant gives City a certificate of consent to self- insure or a certificate of Workers' Compensation Insurance Coverage.
14.3. In the event Consultant hires a subcontractor who has employees to perform the Services or any part thereof, then Consultant shall either require the subcontractor to obtain Workers' Compensation Insurance Coverage, or must obtain Workers' Compensation Insurance Coverage for the subcontractor's employees.
14.4. Any Workers' Compensation Insurance Coverage required by or for this Agreement shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, its agents, and its subcontractors.
15.0 Entire Agreement
This Agreement and Consultant's engagement letter/MSA contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.
16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.
19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
20.0 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
21.0 Force Majeure
Consultant shall not be liable for any failure to perform any obligation under this Agreement if Consultant presents that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant's reasonable control and not due to any act by Consultant.
22.0 Final Payment Acceptance Constitutes Release
Consultant's acceptance of City's final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for the Services or anything done or furnished relating thereto. Neither City's payment to Consultant nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
23.0 Prohibited Interests; Conflict of Interest
23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code 551090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.
23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.
23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection.
24.0 Attorneys' Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.
25.0 Exhibits
Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.
26.0 Corporate Authority
26.1. Each person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of Consultant and that by his or her execution, Consultant is formally bound to the provisions of this Agreement.
26.2. Consultant certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Consultant is a corporate entity, it shall either:
(a) provide City written proof that each person executing this Agreement on Consultant's behalf is duly authorized to bind Consultant; or (b) provide two signatories to this Agreement, of whom the first must be Consultant's chairman of the board, president, or a vice president and the second must be Consultant's secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the Effective Date.
CITY OF SAN MARINO CONSULTANT
By: Philip By: _
(Sign)
Philippe Eskandar
City Manager BRADFORD ROCKABRAND
Name:
Bradford Rockabrand
Attest:
PARTNER
Title:
By. Aison Walter Partner
City Clerk
Approved as to Form:
By:_
Joseph Montes
City Attorney
Bally
August 19, 2025
Philippe Eskandar, City Manager
City of San Marino, CA
2200 Huntington Drive
San Marino, CA 91108
Dear Mr. Eskandar,
This letter outlines the understanding of the terms and objectives of the consulting engagement between Eide Bailly LLP (Eide Bailly) and the City of San Marino (you).
Scope of Engagement
We will work with you to provide consulting services related to temporary accounting assistance, primarily for month-end processing and year-end closing assistance for the fiscal year ended June 30, 2025.
Our engagement will be performed under the Statements on Standards for Consulting Services issued by the American Institute of Certified Public Accountants (AICPA). We will not provide audit, review, compilation, or financial statement preparation services to any historical or prospective financial information or provide attestation services under the AICPA Statements on Standards for Attestation Engagements and assume no responsibility for any such information.
You will provide us, as promptly as possible, all requested information and documentation reasonably deemed necessary or desirable by us in connection with the engagement. You represent and warrant that all information and documentation provided or to be provided to us is true, correct, and complete, to the best of your knowledge and belief. We are authorized to rely upon such information and documentation without independent investigation or verification.
We may use third party service providers and/or affiliated entities (including Eide Bailly Shared Services Private Limited) (collectively, "service providers") in order to facilitate delivering our services to you. Our use of service providers may require access to client information by the service provider. We will take reasonable precautions to determine that they have the appropriate procedures in place to prevent the unauthorized release of confidential information to others. We will remain responsible for the confidentiality of client information accessed by such service provider and any work performed by such service provider. You acknowledge that your information may be disclosed to such service providers, including those outside the United States.
We agree to retain our work papers for a period of at least eight years. eidebailly.com
10681 Foothill Blvd., Ste. 300 • Rancho Cucamonga, CA 91730-3831 • T 909.466.4410 • F 909.466.4431 • EOE Eide
Bailly
Timeline
We will begin our work upon acceptance of this engagement agreement. We expect our work to be completed i conjunction with the City's annual audit. Completion or a men action with the ted armation an. Come pletie of an ashie ped wes in in ve. flyeays are equires ted receiving information, the delivery of our work will be delayed accordingly.
Fees
Our fees are based on the amount of time required at various levels of responsibility, inclusive of actual out-of- pocket expenses, including administrative charges. Eide Bailly is conscious of our clients' desire to achieve results at a reasonable cost, and we are mindful of that when choosing which level of staff to assign to an engagement. Actual costs will be dependent on the actual hours required to complete the assigned tasks. If the scope of work is determined to be significantly different than anticipated, we will communicate with you prior to undertaking additional tasks so that there are no surprises. We will notify you immediately of any circumstances we encounter that could significantly affect this initial fee estimate. Invoices are payable upon presentation.
Our work will be billed at the rates shown in the table below.
Staff Level Hourly Rate
Partner $396
Director $374
Senior Manager $339
Manager $284
Supervisor $252
Senior Associate $215
Staff Associate $170
We recognize that clients want to control the cost of multi-year contracts by providing transparency on the front end regarding future rate increases. We adjust our rates on July 1st of each year. On July 1 of each year that you continue your relationship with the firm, the fixed amount and standard rate schedule shown above will be adjusted by the annual change in related labor costs for your area as of the preceding April 1st.
The ability to perform and complete our engagement consistent with the estimated fees included above depends upon the quality of your underlying accounting records and any other information required for the completion of our work, as well as the timeliness of your personnel in providing information and responding to our requests. To assist with this process, we will provide you with a Prepared-by-Client (PBC) request that identifies the information we will require to perform our engagement, as well as a planned timeline for the engagement. A failure to provide this information in an accurate and timely manner may result in an increase in our fees and/or a delay in the completion of our engagement.
We may be requested to make certain engagement documentation available to outside parties, including regulators, pursuant to authority provided by law or regulation or applicable professional standards. If requested, access to such engagement documentation will be provided under the supervision of Eide Bailly LLP's personnel. Furthermore, upon request, we may provide copies of selected engagement documentation to the outside party, who may intend, or decide, to distribute the copies of information contained therein to others, 2 • eidebailly.com
Eide
Ballly
including other governmental agencies. We will be compensated for any time and expenses, including time and expenses of legal counsel, we may incur in making such engagement documentation available or in conducting r responding to discovery requests or participating as a witness or otherwise in any legal, regulatory, or othe roceedings as a result of our Firm's performance of these services. You and your attorney will receive, if lawfu a copy of every subpoena we are asked to respond to on your behalf and will have the ability to control the extent of the discovery process to control the costs you may incur.
Should our relationship terminate before our work is completed, you will be billed for services to the date of termination. All bills are payable upon receipt. A service charge of 1% per month, which is an annual rate of 12%, will be added to all accounts unpaid 30 days after billing date. If collection action is necessary, expenses and reasonable attorney's fees will be added to the amount due.
The City of San Marino accepts responsibility for the results of the services being provided and agrees to perform the following functions in connection with this engagement:
• Make all management decisions and perform all management functions.
Designate a competent individual to oversee the services. • Evaluate the adequacy and results of the services performed. • Accept responsibility for the results of the services. • Establish and maintain internal controls, including monitoring ongoing activities.
Eide Bailly, LLP has owners that are not licensed as certified public accountants as permitted under Section 5079 of the California Business Code. It is not anticipated that any of the non-licensee owners will be performing services for the City of San Marino.
MEDIATION
Any disagreement, controversy, or claim arising out of or related to any aspect of our services or relationship with you (hereafter a "Dispute") shall, as a precondition to litigation in court, first be submitted to mediation. In mediation, the parties attempt to reach an amicable resolution of the Dispute with the aid of an impartial mediator. Mediation shall begin by service of a written demand. The mediator will be selected by mutual agreement. If we cannot agree on a mediator, one shall be designated by the American Arbitration Association ('AAA"). Mediation shall be conducted with the parties in person in Rancho Cucamonga, California. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Neither party may commence a lawsuit until the mediator declares an impasse.
LIMITED INDEMNITY
Eide Bailly LLP and its partners, affiliates, officers, and employees (collectively "Eide Bailly") shall not be responsible for any misstatements in the information provided to us to complete our engagement that we may fail to detect as a result of misrepresentations or concealment of information by any of your owners, directors, officers, or employees. You shall indemnify and hold Eide Bailly harmless from any claims, losses, settlements, judgments, awards, damages, and attorneys' fees arising from any such misstatement or concealment of information.
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If through no fault of Eide Bailly we are named as a party to a dispute between you and a third party, you shall indemnify and hold Eide Bailly harmless against any losses, damages, settlements, judgments, awards, and the costs of litigation (including attorneys' fees) we incur in connection with the dispute.
Eide Bailly shall not be entitled to indemnification under this agreement unless the services were performed in accordance with professional standards in all material respects.
LIMITATION OF LIABILITY
The exclusive remedy available to you for any alleged loss or damages arising from or related to Eide Bailly's services or relationship with you shall be the right to pursue claims for actual damages that are directly caused by Eide Bailly's breach of this agreement or Eide Bailly's violation of applicable professional standards. In no event shall Eide Bailly's aggregate liability to you exceed two times fees paid under this agreement, nor shall Eide Bailly ever be liable to you for incidental, consequential, punitive, or exemplary damages, or attorneys' fees.
TIME LIMITATION
You may not bring any legal proceeding against Eide Bailly unless it is commenced within twenty-four (24) months ("Limitation Period") after the date when we delivered our report, return, or other deliverable under this agreement to you, regardless of whether we do other services for you or that may relate to the engagement. The Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of a possible Dispute.
GOVERNING LAW AND VENUE
Any Dispute between us, including any Dispute related to the engagement contemplated by this agreement, shall be governed by California law. Any unresolved Dispute shall be submitted to a federal or state court located in San Bernardino County, California.
ASSIGNMENTS PROHIBITED
You shall not assign, sell, barter, or transfer any legal rights, causes of actions, claims, or disputes you may have against Eide Bailly to any person.
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Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement including our respective responsibilities.
We appreciate the opportunity to be of service to you and look forward to working with you and your staff.
Respectfully,
Dr. Bradford Rockabrand, CPA
Partner
*************************************************************** RESPONSE:
This letter correctly sets forth our understanding.
Acknowledged and agreed on behalf of the City of San Marino by:
Name: Philippe Eskandar
Title: City Manager
Date: 9/3/2025
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Exhibit A
EideBailly®
July 31, 2025
Proposal for Accounting Consulting Services
CITY OF SAN MARINO, CALIFORNIA
Submitted By:
Eide Bailly LLP
Bradford Rockabrand, CPA, CIA
Partner
Scott Catlett, MPA
Director
CITY OF SAN MARINO, CALIFORNIA
WE WANT TO WORK WITH YOU
Thank you for giving Eide Bailly the opportunity to submit a proposal for accounting services related to temporary month-end processing and year-end closing assistance. We are committed to completing the requested work on a timeline that will meet the City's desired schedule, are confident that the City will benefit from the experience we provide, and believe Eide Bailly is the best candidate for this engagement for the following reasons:
Extensive Government Industry Experience: We have served the government industry for over 70 years and work with more than 1,200 government clients throughout the nation, including numerous cities and other municipalities in California. Through serving these clients, our professionals have gained focused expertise regarding government organizations and performed the specific work requested for other agencies.
Advisory Team Experience. Unlike other firms and other teams at Eide Bailly, our Government Advisory Services Department team does not perform audits or provide tax services. Our team specializes in advisory services for state and local government agencies like yours. Our government advisory team is located throughout the United States with team members based in California, Texas, Tennessee, North Carolina, and other states. We also have several team members assigned to our nearby Rancho Cucamonga office who are located within driving distance of the City and can be on-site as needed.
The Government Advisory Services Department staff have a thorough understanding of state and local government finance throughout the country, which provides them with diverse perspectives and experience that is grounded in best practices and the latest standards, information, and trends. Our team also brings the unique perspectives of individuals who have previously served as Finance Directors, Controllers, and in other capacities for local governments in multiple states. Services provided by the Government Advisory Services Department include, but are not limited to:
• Outsourced Finance / Accounting Services • Organizational Assessments • Annual Audit Preparation Financial Policy Development • Implementation of New GASB Standards Complex Financial Analysis • ERP System Selection and Implementation • Long-Term Financial Planning • Budget Development / Assistance • Debt Administration Assistance We Want to Work with You: Our tagline, what inspires you, inspires us, is more than words to add to marketing materials. We gain energy from those we serve, which turns into a passionate interest in our clients' success. The proposal highlights our firm's strengths and the targeted solutions that we can provide for the City.
We believe this demonstrates why Eide Bailly merits serious consideration. You will be a highly valued client, and we would be proud to work with the City of San Marino to build a trusting relationship with your team.
Please contact us if you would like to discuss any aspect of this proposal.
Sincerely,
Scot Cathe
Bradford Rockabrand, CPA, CIA | Partner Scott Catlett, MPA | Director 909.755.2712 | [email protected] 775.337.3941 | [email protected] 2 | eidebailly.com
CITY OF SAN MARINO, CALIFORNIA
ADDRESSING YOUR SPECIFIC NEEDS
Based on our discussions with the City, we understand your needs to include the following items. As the City's needs change over time, we can tailor our services to meet your ongoing needs.
Temporary Accounting Assistance - We will provide interim professional accounting support to ensure continuity of financial operations and compliance during the vacancy of the Accounting Manager position.
Services to be provided include, but are not limited to, preparation of monthly journal entries, preparation of monthly bank reconciliations and any other account reconciliations, preparation and/or review of monthly, quarterly, and annual financial reports required by County, State, and Federal agencies, and assistance with year-end closing activities to prepare for the City's annual financial statement audit.
AN EXPERIENCED SERVICE TEAM
Bradford Rockabrand is the partner in charge of the firm's Government Advisory Services practice and will provide overall oversight of the engagement. Director Scott Catlett and Senior Manager Sam Singery will lead the engagement with support from Senior Associate Corey Mize and other team members as necessary.
You will work with a team that has extensive knowledge and experience in local government finance. Several members of the engagement team have served directly in local governments across various capacities during their career.
CLIENT RESPONSIBILITIES
Our relationship with the City will be a partnership, with Eide Bailly providing you a turnkey solution to your accounting and financial management needs. As one of our valued clients, you will be asked to:
Provide continuous knowledge and information related to the City's historical transactions and other information as necessary to allow us to be successful in our roles. • Respond timely to requests for specific support and information needed. • Designate a competent individual to oversee the services.
Provide a point of contact for our team.
Accept responsibility for the results of the services.
• Ensure continued access to the City's systems remotely, if required.
Make all management decisions and perform all management functions. 3 | eidebailly.com
CITY OF SAN MARINO, CALIFORNIA
HOURLY RATES
Our work for the tasks outlined in the scope of services above will be billed at the rates shown in the table below.
Staff Level Hourly Rate
Partner $396
Director $374
Senior Manager $339
Manager $284
Supervisor $252
Senior Associate $215
Associate $170
We recognize that clients want to control the cost of multi-year contracts by providing transparency on the front end regarding future rate increases. Each July 15t during the term of our contract with the City, the standard rate schedule shown herein will be adjusted by the annual change in related labor costs as of the preceding April 1st. 4 | eidebailly.com
CITY OF SAN MARINO, CALIFORNIA
CLIENT REFERENCES
We have built our business on relationships and believe our clients to be the best critics of our service. The clients below have similarities to your organization, and we encourage you to contact them to learn about their Eide Bailly experiences.
Contact Jeannie Fortune, Interim Director of Finance
Phone & Email 909.384.5242 | fortune [email protected]
City of San Year-end close, GASB statement implementation, audit preparation, and Bernardino, CA Scope financial statement preparation.
Years of Service 3 Years
Name Lisa Fowler, Finance Director
Contact 760.744.1050 x3131 | |[email protected]
City of San Bank, payroll, and investment reconciliations, preparation and posting of all journal entries, investment reporting, grant management, budget to Marcos, CA Scope actual analysis, project cost analysis, audit preparation, year-end close, and drafting of financial statement note disclosures.
Years of Service 6 Years
Contact Jill Moya, Financial Services Director
Phone | Email 760.435.3855 | [email protected]
City of Accounting and financial management assistance, including routine Oceanside, CA Scope of Work accounting, standards implementation, policy development, and other services.
Years of Service 10 Years
Name Sherri Timm, Director of Administration
Contact 661.256.3411 | [email protected]
Rosamond Complete financial management services, including reconciliations, Community journal entries, reporting, grant management, budget administration, Scope project cost analysis, audit preparation, year-end close, and drafting of Services District
financial statement note disclosures.
Years of Service 10 Years
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CITY OF SAN MARINO, CALIFORNIA
DR. BRADFORD ROCKABRAND, CPA, CIA, MBA
Partner
INSPIRATION: I find great joy in creating empowering, cross sector partnerships 909.755.2712 | [email protected]
Based in Rancho Cucamonga, CA, Brad has more than 15 years of experience Memberships in various aspects of auditing, compliance, and financial and regulatory American Institute of Certified reporting via public accounting and government enterprises. He helps our Public Accountants clients identify organizational strategies that align their objectives with the complex and evolutionary regulatory environment. Government Finance Officers Association
Brad is a hands-on audit and accounting professional with considerable experience in financial accounting and reporting, internal control California Society of Municipal development, policy composition, budgeting, cash flow modeling and long- Finance Officers term debt use. His professional experience is primarily in municipal finance policy issues as they pertain to new GASB pronouncements and legislative Designation/Licensures changes. Brad prepares in depth financial analysis on the potential impacts of Certified Public Accountant the changing political landscape in California and assists his clients with navigating the associated implementation complexities. Certified Internal Auditor Outside of work, Brad is an adjunct professor of public administration and enjoys traveling, playing golf, experimenting in the kitchen, and spending time Education with friends and family. Doctor of Public Administration - University of La Verne, CA
Client Work
Master of Business
Provides advisory services for government organizations navigating the Administration - Saint Louis evolutionary legislative and political landscape. Services include internal University, MO control review and design, policy implementation and monitoring, risk analysis and related policy design, general ledger maintenance, strategic Bachelor of Arts, Business - management, financial analysis, debt issuance and use, cash/investment Principia College, Elsah, IL management, and internal, and external reporting.
Community
Secured $17,500,000 in private placement debt for a water district in an University of La Verne School of adjudicated water basin where there was no established market for water Law and Public Service, Doctor rights in order for the district to purchase permanent water rights to serve the and Master of Public community. Administration Program Adjunct
Turned around a community services district with a going concern opinion and Faculty Member no reserves through meticulous budgeting and strict adherence to accounting practices which now has nine consecutive years of unmodified audit opinions, no findings, sufficient reserves and current administrative and financial policy. 6 | eidebailly.com
CITY OF SAN MARINO, CALIFORNIA
SCOTT CATLETT, MPA
Director
INSPIRATION: I enjoy leveraging all that I've learned as a government finance officer and advisor to my clients to help them find targeted solutions to their problems. By king the time to understand each client's unique situation and the challenges that th ace, I am able to tailor my recommendations to achieve their goals. Seeing the el result achieved and the client's success is what brings me to work each day. 775.337.3941 | [email protected]
Based in Nashville, TN, Scott provides clients with solutions to the Memberships challenges facing governments today such as financial sustainability in a Government Finance Officers time of revenue challenges, establishing and maintaining robust financial Association management practices, and putting in place an effective policy framework. Scott has nearly 25 years of diverse experience in public California Society of Municipal sector financial management and accounting. Prior to joining Eide Bailly, Finance Officers Scott spent 17 years working directly for California cities after serving as a consultant to state and local governments earlier in his career. As a chief Tennessee Government financial officer and assistant chief financial officer for three medium-to Finance Officers Association large-sized urban cities, Scott managed budgets of as much as $1.2 billion and investment portfolios of as much as $500 million and successfully Association of Government navigated these agencies through the financial challenges of the Great Accountants Recession and the COVID-19 pandemic.
Education
When you work with Scott, you can expect an approach that focuses on Bachelor of Science in your specific needs and the unique attributes of your organization. While Management, Finance - Tulane financial concepts and practices are often similar from agency to agency, University, New Orleans, LA no two clients are the same. Scott provides each client with recommendations and results that are specific to their situation and Master of Public measurable against their desired outcomes. Administration - California State University, San
Outside of work, Scott enjoys hiking the wooded trails near his home and Bernardino, CA cheering for his sons at their football and basketball games.
Community
Client Work California Society of Municipal
Scott's primary areas of expertise include long-term financial Finance Officers, Past President planning, budgeting, organizational assessment, debt administration, and fiscal policy development. California State University, San Bernardino MPA program,
Scott works directly with the firm's clients to improve their policies, former adjunct faculty member procedures, and practices to enhance long-term financial health and organizational effectiveness. He also leads nationwide teams Government Finance Officers undertaking routine year-end close, budget development, GASB Association Budget Analyst statement implementation, and outsourced accounting and financial Training Academy, former management engagements. instructor
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CITY OF SAN MARINO, CALIFORNIA
SAM SINGERY, CPA
Senior Manager
INSPIRATION: I enjoy applying the skills l've developed as an auditor and government finance officer to help my clients succeed. I have a passion for coming alongside clients to provide solutions that enable them to efficiently and effectively meet the needs of their constituents and communities. 325.437.4100 | [email protected]
Based in San Antonio, TX, Sam has nearly 15 years of experience in Memberships various aspects of auditing, financial reporting, and municipal Government Finance Officers financial management. He began his career in public accounting, Association where he conducted and supervised audits of local governments.
More recently, Sam spent the last five years as the Accounting California Society of Municipal Manager and Assistant Finance Director for small and medium-sized Finance Officers cities in California and Texas, overseeing the daily operations of the finance department in addition to coordinating all required audits, Government Finance Officers preparing financial and regulatory reports, developing enhanced Association of Texas policies and procedures, and implementing new Governmental Accounting Standards Board pronouncements. American Institute of Certified Public Accountants
When you work with Sam, you can expect a thorough and tailored approach. His range of experience enables him to assist clients with Designation/Licensures a wide variety of challenges and provide recommendations and Certified Public Accountant results to help his clients successfully achieve their desired outcomes. Education
Bachelor of Science, Business
Outside of work, Sam enjoys reading, golfing, and spending time Administration, Accounting - with his wife and five children. Biola University, La Mirada, Calif.
Client Work
Expertise includes year-end close and audit assistance, financial statement preparation, new Government Accounting Standards Board standard implementations and budget development.
Serves as volunteer reviewer for the Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting and Popular Annual Financial Reporting (PAFR) award programs.
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CITY OF SAN MARINO, CALIFORNIA
COREY MIZE
Senior Associate
909.755.2652 | [email protected]
Based in Southern California, Corey is a member of the Eide Bailly Education team who specializes in providing accounting services for water Bachelor of Arts in districts, library districts and LAFCOs. Corey is a welcome addition to Psychology - University of the team, always bringing a positive attitude to every task he starts. California, Riverside Corey is knowledgeable with bank reconciliations, account schedule Master's Degree of Science in management, data entry and client relations. He prepares monthly Accountancy - California and quarterly financial statements for a variety of clients as well as State Polytechnic University monthly close schedules. He is familiar with accounting systems such as QuickBooks and Caselle Clarity. He has sharpened his Excel skills in his short time with our team building various functional excel workbooks for clients.
Outside of work, Corey enjoys spending time with his tamily, hiking, reading and attending concerts. He loves film and television, and he also has a huge interest in various genres of music.
Corey's primary areas of expertise include routine accounting and financial reporting assistance, budget to actual reporting, bank reconciliations and year-end close assistance.
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Exhibit B
CITY OF SAN MARINO, CALIFORNIA
HOURLY RATES
Our work for the tasks outlined in the scope of services above will be billed at the rates shown in the table below.
Staff Level Hourly Rate
Partner $396
Director $374
Senior Manager $339
Manager $284
Supervisor $252
Senior Associate $215
Associate $170
We recognize that clients want to control the cost of multi-year contracts by providing transparency on the front end regarding future rate increases. Each July 1* during the term of our contract with the City, the standard rate schedule shown herein will be adjusted by the annual change in related labor costs as of the preceding April 15t. 4 | eidebailly.com