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Fin Financial and Accounting ServicesEideBailly CPAs & BUSINESS ADVISORS March 12, 2020 Nadine Hade City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915 Re: Financial and Accounting Services Dear Mrs. Hade: This letter outlines the understanding of the terms and objectives of the consulting engagement between Eide Bailly LLP (Eide Bailly) and City of San Rafael. Scope of Engagement We will work with you to provide consulting services in connection with: • Assist City in preparing for yearend audit work • Assist City in reviewing staff preparation of yearend audit work • Assist City in preparing government -wide updates and adjustments • Assist City in drafting note disclosures for annual financial statements • Assist City in populating financial information for fiscal year ending • Work with City staff in segregating output reports between its regular accounting software (EDEN) and its report writer software (ProSystems) • Assist with federal, state and local financial reporting • Assist in drafting financial statements and preparing reconciling adjustments 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. What inspires you, inspires us. I eidebailly.com 2 15 1 River Plaza Dr., Ste. 308 Sacramento, CA 95 833-4 133 i T 916.570.1880 F 916 570.1875 . WE 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. We agree to retain our work papers for a period of at least eight years from the date of our report. 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 City of San Rafael. Timeline We will begin our procedures upon acceptance of this engagement agreement. We would expect to have our work completed by December 2020 if all required data is made available. This timetable assumes the timely receipt of requested information and the cooperation of the parties involved. If delays are experienced in 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, plus actual out-of-pocket expenses. Invoices are payable upon presentation. We estimate that our fee for the engagement will be between $18,000 and $23,000. We will notify you immediately of any circumstances we encounter that could significantly affect this initial fee estimate. In addition, we will be compensated for any time and expenses, including time and expenses of legal counsel, we may incur in conducting or responding to discovery requests or participating as a witness or otherwise in any legal, regulatory, or other proceedings as a result of our Firm's performance of these services. You and your attorney will receive, if lawful, 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 agreed upon procedures are completed and a report issued, 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. City of San Rafael 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. DISPUTE RESOLUTION The following procedures shall be used to resolve any disagreement, controversy or claim that may arise out of any aspect of our services or relationship with you, including this engagement, for any reason ("Dispute"). Specifically, we agree to first mediate. Mediation All Disputes between us shall first be submitted to non-binding mediation by written notice ("Mediation Notice") to the other party. In mediation, we will work with you to resolve any differences voluntarily with the aid of an impartial mediator. The mediator will be selected by mutual agreement, but if we cannot agree on a mediator, one shall be designated by the American Arbitration Association ("AAA"). The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute. Mediation will be conducted with the parties in person in Rancho Cucamonga. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Either party may commence suit on a Dispute after the mediator declares an impasse. Governing Law and Venue We both agree to submit any unresolved Dispute to trial by a federal or state court venued in Minneapolis, Minnesota. This agreement shall be governed by and construed in accordance with the laws of the State of Minnesota (regardless of the laws that might be applicable under the principles of conflict of law) as to all matters including without limitation, matters of validity, construction, effect, and performance. LIMITATION OF DAMAGES AND NO PUNITIVE DAMAGES The exclusive remedy available to you in any adjudication proceeding shall be the right to pursue claims for actual damages that are directly caused by acts or omissions that are breaches by us of our duties under this agreement and/or under applicable professional standards, such damages will be limited to no more than two times fees paid under this agreement. In no event shall we be liable to you for any punitive or exemplary damages, or for attorneys' fees. TIME LIMITATION The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any Dispute. We both agree that, notwithstanding any statute of limitations that might otherwise apply to a Dispute, it is reasonable that you may not bring any legal proceeding against us unless it is commenced within twenty-four (24) months ("Limitation Period") after the date when we deliver 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 agreed-upon procedure report. The Limitations Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a Dispute. INDEMNITY You agree that none of Eide Bailly LLP, its partners, affiliates, officers or employees (collectively "Eide Bailly") shall be responsible for or liable to you for any misstatements in your financial statements and/or tax return that we may fail to detect as a result of knowing representations made to us, or the concealment or intentional withholding of information from us, by any of your owners, directors, officers or employees, whether or not they acted in doing so in your interests or for your benefit, and to hold Eide Bailly harmless from any claims, losses, settlements, judgments, awards, damages and attorneys' fees from any such misstatement, provided that the services performed hereunder were performed in accordance with professional standards, in all material respects. If a claim is brought against you by a third -party that arises out of or is in any way related to the services provided under this engagement, you agree to indemnify Eide Bailly LLP, its partners, affiliates, officers and employees against any losses, including settlement payments, judgments, damage awards, punitive or exemplary damages, and the costs of litigation (including attorneys' fees) associated with the services performed hereunder provided that the services were performed in accordance with professional standards, in all material respects. ASSIGNMENTS PROHIBITED You agree that you will not and may not assign, sell, barter or transfer any legal rights, causes of actions, claims or Disputes you may have against Eide Bailly LLP, its partners, affiliates, officers and employees, to any other person or party, or to any trustee, receiver or other third party. 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. If you have any questions, please let us know. We appreciate the opportunity to be of service to you and look forward to working with you and your staff. Respectfully, 4 Joseph Aguilar, Principal Eide Bailly, LLP ****************************************** RESPONSE: This letter correctly sets forth our understanding. Acknowledged and agreed on behalf of City of San Rafael by: Name: Title: Date: RAP, �1 Z 2 iTy �V I T H p CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Finance Project Manager: Nadine Hade Extension: 3062 Contractor Name: Eide Bailly Contractor's Contact: Kristen West, Consulting Manager Contact's Email: kwest@eidebailly.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor ❑ b. Email contract (in Word) and attachments to City 6/24/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 6/25/2020 © LG and return to Project Manager b. Confirm insurance requirements, create Job on 6/25/2020 ® LG PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to ❑ contractor 4 Project Manager Forward three (3) originals of final agreement to ❑ contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑x N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to PRINT TProject Manager Date of City Council approval enter a date. CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed agreement / / 8 City Attorney Review and approve insurance in PINS, and bonds ) —J (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and 0-7//forwards copies to Project Manager