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HomeMy WebLinkAboutAGR-7155.A - LSL, LLPDocusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 AGR-7155. A PROFESSIONAL SERVICES AGREEMENT Annual Financial Audit Services] THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this 24th day of February , 2026 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and LSL, LLP, a limited liability partnership ("Contractor"),who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. Trang Nguyen, Finance Director("City's Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor's performance hereunder shall be under the supervision of City's Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Compensation and Fees. a. Contractor's total compensation for audit services performed under this Agreement, shall not exceed ONE HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED FORTY DOLLARS and 00/100 ($185,240.00)without the prior written authorization of City, b. The above compensation is for a single audit. Should additional programs be requested, a fee of$2,500.00 per program will be added to the total compensation, subject to approval by the City Manager or designee,without prior authorization by the City Council. c.The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. b. All such invoices shall state the basis for the amount invoiced, including services completed,the number of hours spent and any extra work performed. c.City will pay Contractor the amount invoiced within thirty (30) days, but the final ten percent(10%) of the total all-inclusive maximum price will be paid upon delivery of the final reports. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not,under any circumstances,be considered employees of City,and that they shall not be entitled to any of the benefits or rights afforded employees of City,including,but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers'compensation insurance benefits. 2 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit"A,"shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement within five(5)days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit"A"hereto or as otherwise agreed to by and between the representatives of the parties. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay,Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Contractor. The documents, studies, evaluations, assessments, reports,plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use,reuse or otherwise utilize such products without restriction. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: 3 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading, demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement. 17. Indemnity. a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials,agents and employees of City(collectively the"Indemnitees")entirely harmless from all liability arising out of: 1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and 2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of 4 Docusign Envelope ID: BB60F8BD-6520-4579-A38B-447FA2028671 this Agreement, including injury or damage either on or off City's property; but not for any loss, injury,death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement. c.Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission,or termination of this Agreement,and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c.Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of(1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned,non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. 5 Docusign Envelope ID:BB60F85D-6520-4579-A3813-447FA2028671 e.Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f.Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days' prior written notice to City. i.Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein,a waiver of any right to subrogation which 6 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1.Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the records")pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3)years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three(3)days'notice from City,and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a"public works,"as that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally,to perform work under this Contract, Contractor must meet all State registration requirements and criteria,including project compliance monitoring. c.Contractor represents and warrants that it: 7 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and 2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e.Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f.Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee,that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for,of and from any loss, including but not limited to fines,penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the 8 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3)days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. CONTRACTOR" CITY" LSL, LLP City of Orange 500 Technology Drive, Suite 350 300 E. Chapman Avenue Irvine, CA 92618 Orange, CA 92866-1591 Attn.: Ryan Domino Attn.: Trang Nguyen Telephone: (714) 592-1814 Telephone: (714) 744-2235 E-Mail: Ryan.Domino@lslcpas.com E-Mail: nguyent@cityoforange.org 25. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as original signatures. Remainder of page intentionally left blank; signatures on next page] 9 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" LSL, LLP, a limited liability partnership CITY OF ORANGE, a municipal corporation Initial DocuSigned by: By: By: llcunit, . stAiur Printed N e: 2an ttorn n© Daniel`nyater, Mayor Title: Paf+Aer By: ATTEST: Printed Name: Signed by: Title: curs to a traan... Pamela Telinn, City Clerk APPROVED AS TO FORM: DocuSigned by: 177i Z Dt QiDc OK7SaaA, Nat`halie Adourian, City Attorney NOTE:City requires the following signature(s)on behalf of the Contractor: 1)the Chairman of the Board,the President or a Vice-President,AND(2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. 10 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" LSL,LLP, a limited liability partnership CITY OF ORANGE, a municipal corporation By: By: Printed Name: Daniel R. Slater, Mayor Title: By: ATTEST: Printed Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: Nathalie Adourian, City Attorney NOTE:City requires the following signature(s) on behalf of the Contractor: 1)the Chairman of the Board,the President or a Vice-President,AND(2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to City. 10 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 EXHIBIT "A" SCOPE OF SERVICES Beneath this sheet.] Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 PREPARED BY Ls L., • ;LSL, LLP Certified Public Accountants License Number 2584 City of Orange Audit Services Date of Submission: October 3, 2025 Valid for 90 Days Authorized by: Ryan Domino, CPA, Partner Ryan.Domino@Islcpas.com 500 Technology Drive Suite 350 Irvine, CA 92618 949) 829 - 8299 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-11 447FA2028671 City of Orange Audit Services October 3, 2025 City of Orange Attn: Trang Nguyen, Finance Director 300 East Chapman Ave. Orange, CA 92866 nguyent@cityoforange.org LSL, LLP ("LSL", "LSL CPAs") is pleased to present our scope of services for a two (2) year extension of audit services for the fiscal years ending June 30, 2026, and 2027. We value the opportunity to demonstrate our professional qualifications and continue our commitment to excellence to the City of Orange ("City"). This scope of services highlights our firm's experience, knowledge, and creative problem-solving capabilities in governmental auditing. LSL's Core Services focus on serving midsize cities and special districts, offering a range of specialized solutions. We concentrate in high-quality audits aligned with GAAS and current GASB pronouncements and prioritize accuracy and thoroughness while ensuring timely service and report delivery. Our commitment to effective collaboration and transparency with the City ensures the integrity of its financial reporting and compliance with all regulatory requirements. LSL's established understanding of the City and its needs reinforces our dedication to an ongoing partnership, transparency, and the integrity of the City's financial reporting in compliance with all regulatory requirements. Ryan Domino has served as the Engagement Partner to the City for four (4) years, per California Government Code, may serve an additional two (2) years. To maintain independence and objectivity, We implement strict safeguards including auditor rotation at six (6) years, internal quality control reviews, and adherence to professional ethics. This ensures our team remains independent and unbiased throughout the audit. We welcome the opportunity to discuss any aspect of this scope of services to ensure your complete satisfaction. Sincerely, ydzit _r_f_yhtiiirto Ryan Domino, CPA, Partner LSL, LLP Ryan.Domino@Islcpas.com 714) 592-1814 I1 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services About LSL HISTORY & SIZE LSL, LLP ("LSL") is a limited liability partnership and is not a wholly owned subsidiary of a parent company. LSL was established in 1929 and has grown as a leader in the government sector. Our full-service accounting firm is headquartered in Irvine, California, with a dynamic team of 15 partners, 2 principals, and 150 employees. We provide auditing, accounting, and consulting services to over 100 municipal clients, including counties, cities, water and electric utility districts, and special-purpose government agencies. Our government sector services encompass a broad range of specialties, including attestation, compliance, consulting, outsourced accounting and reporting, year-end close assistance, interim staffing, strategic planning, and tax services. License to Practice in California LSL is a public accounting firm licensed by the State of California Department of Consumer Affairs as a Public Accounting Partnership. Additionally, we are members of the American Institute of Certified Public Accountants (AICPA) and the California Society of Certified Public Accountants (CalCPA). All key members assigned to this engagement are licensed or are in the process of obtaining their license as Certified Public Accountants by the State of California. Independence LSL meets the independence requirements set forth by the Government Auditing Standards. Our partners have no ownership in any other business organization that currently or will potentially provide services, supplies, materials, or equipment to the City. We annually distribute a listing of our firm's clients to all employees to ensure that any possible independence threats are properly documented and reviewed. Business License LSL affirms that we will obtain and maintain active business licensure with the City of Orange upon award of contract. LOCATION Our Offices Irvine, CA -Headquarters Sacramento, CA The Woodlands, TX 500 Technology Drive, Suite 350 2151 River Plaza Dr., Suite 150 21 Waterway Avenue, Suite 30089 Irvine, CA 92618 Sacramento, CA 95833 The Woodlands, TX 77380 Phone: (949)829-8299 Phone: (916)503-9691 Phone: (936)828-4587 rv,nnnt clrr c rnr I 2 Docusign Envelope ID:BB60F8BD-6520-4579-A38B- iiE447FA2028671 City of Orange Audit Services LSL's Irvine office is available locally to serve the City; however, the virtual footprint of our government team spans across the United States. At LSL, we regularly share staff and resources across our offices, providing you with access to our entire governmental team. This approach ensures that you receive the highest level of service and expertise possible, allowing us to deliver optimal results. LSL'S GOVERNMENT TEAM RESOURCES Our governmental staff consists of three (3) Partners, one (1) Director, four(4) Senior Managers, four (4) Managers, ten (10) Supervisors, and fifteen (15) Professional Staff. LSL does not subcontract any portion of our audits. All staff assigned to the audit portion of the engagement are employed by LSL on a full-time basis and have extensive experience providing auditing services for cities, counties, and special-purpose government agencies. However, LSL does collaborate with a third-party for the preparation of the SCO (State Controller's Office) reports to ensure that the reports are prepared and filed correctly and timely by experts in those reports. Our educational programs are designed to provide our team members with the knowledge and skills necessary to deliver high-quality services to our clients. We offer a variety of training opportunities, including those provided by CalCPA, AICPA, Government Audit Quality Center, and Government Finance Officers Association (GFOA). CORE SERVICES Audit Services This includes financial statement audits in accordance with Government Auditing Standards, single audits of federal award programs and other attestation engagement-type services for governments, commercial entities, and not-for-profits. Advisory Services We provide GASB implementation assistance, Uniform Guidance and federal award program advisory services, and unique agreed-upon procedures tailored to meet specific client needs including items such as internal control reviews. Internal Support Services We provide internal support services to help clients manage revenue sources, such as transient occupancy tax, franchise fees, and transient parking taxes. We also assist clients by providing oversight of their departments, including internal audits to provide assurance that departments within the organization are following policies, procedures, and internal controls. 13 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services Financial Reporting Services Assisting finance departments with financial reporting including ACFR, Financial Transactions Reports for the State Controller's Office, and other financial reporting. Additionally, we partner with Workiva to provide financial reporting software implementations including building budget books, ACFR preparation and financial reporting in the Workiva ecosystem. Training Services LSL offers written trainings on technical topics and helping clients implement GASB pronouncements. We also provide in-person, online and webinar trainings on current topics as well as fundamental basics for finance department teams. GOVERNMENT AUDITING STANDARDS LSL understands its responsibilities to perform audits and issue opinions on the City's financial statements as well as its fair presentation. Our financial audits are performed in accordance with the Generally Accepted Government Auditing Standards (GAGAS) issued by the Comptroller General of the United States, and our Single Audits are performed in accordance with the requirements of the Uniform Guidance. We will also evaluate the City's internal control system and provide recommendations for growth and improvement. DESK REVIEW / DISCIPLINARY ACTION There have been no disciplinary actions against our organization since its inception. There have been no litigations against our firm in the past three years. Our Single Audit reports are desk reviewed either by the federal cognizant agency or the State Controller's Office acting as the Oversight Agency. LSL has never had a report rejected by any of these agencies and is highly regarded and recognized by the staff of the State Controller's Office for top-quality reports. PEER REVIEW Our firm has participated in the AICPA Peer Review Program since its inception. All our peer reviews have covered governmental engagements and have received pass ratings. Our most recent peer review conducted by Spafford and Landry CPAs is provided on the following pages. www.lslcpas.com 14 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services SPAFFORI)ANDLANDRYcr,' Pat ck ToddCLafndry, C A HERE Ti)MAKE TI I E COMPLEX SIMPLE. Licensed by the caua+nia tmoa•c of Accountancy Member:American Insl*ule ot certnea vuO&Accountants Report on the Firm's System of Quality Control Ib Lance.Soll&Lungrard.LLP and the Peer Review Committee of the California Society of CPAs bite have reviewed the system of quality control for the accounting and auditing practice of Lance, Soil& Lunghard. LLP(the firm)in effect for the year ended May 31, 2022. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants(Standards). A summary of the nature. objectives, scope, limitations of. and the procedures performed in a system review as described in the Standards may be found at www alma.ar e pr,uuntmmar . The sunmmary also includes an explanation of how engagements identified as not performed or reported on in conformity with applicable professional standards,if any,are evaluated by a peer reviewer to determine a peer review rating. Firm's Responsibility The firm is responsible for designing and complying with a system of quality control to provide the fine with reasonable assurance of performing and reporting in conformity with the requirements of applicable professional standards in all material respects The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed cc reported on in conformity with the requirements of the applicable professional standards. when appropriate, and for remediating weaknesses in its system of quality control.if any. Peer Reviewer's Responsibility Our responsibility is to express an opinion on the design and compliance with the finn's system of quality control based on ow review Required Selections and Considerations Engagements selected for review included engagements performed under Government Auditing Standards,including compliance audits under the Single Audit Act and employee benefit plan audits As a part of our peer review,we considered reviews by regulatory entities as communicated by the firm, if applicable.in determining the nature and extent of our procedures. 1- 1849W.Redlands Blvd.,#102,Redlands,CA92373•P.O.Box hc,4 r, arsi,,LAJcsi •Te:909-792-1852•Fax 909-792-2015 tr , 15 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services Opinion In our opinion_ the system of quality control for the accounting and auditing practice of Lance. Soli & Lungghard. LLP in effect for the year ended May 31. 2022. has been suitably designed and comphed with to provide the fine with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Funs can receive a rating of pass.pass with deficient lies). or fail. Lance.Soil&Lunghard.LLP has received a peer review rating of pass. 4‘ .(,(1107t Oaf March 30. 2023 2- i t erg , ,-'' I Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services TOTAL ALL-INCLUSIVE MAXIMUM PRICE All-Inclusive Maximum Price by Report Report 2025-26 2026-27 City's Financial Statement Audit 59,840 61,640 AQMD Audit 1,540 1,590 Housing Successor Audit 1,540 1,590 Single Audit* 6,120 6,300 State Controller's Report 4,720 4,860 Gann Limit AUP 720 740 ACFR Preparation 9,400 9,680 Out-of-Pocket Expenses Included Included SUBTOTAL FOR FISCAL YEAR 83,880 86,4001 Investment Portfolio AUP 720 740 Total for Fiscal Year With Optional Items Not-to-Exceed) 84,600 87,140 Price includes one (1) major program. Each additional program is $2,500. viivw.lslcoas.corr 17 Docusign Envelope ID:BB60FSBD-6520-4579-A38B-447FA2028671 City of Orange Audit Services LSL'S STANDARD HOURLY BILLING RATES We evaluate our contracts at the end of term to ensure that engagements meet our standards from an economic perspective in accordance with AICPA professional standards. It was determined to be necessary to increase our fees from the last contract due to increased audit hours required due to new and complex GASB pronouncements, rising costs of labor, and technology costs. To help mitigate the increase in fees, we have extended a 20% current client discount to the City in appreciation of our partnership over the last contract period. This discount is reflected in the rate table shown below. LSL'S QUOTED HOURLY BILLING RATES Standard 2025-26 2026-27 Position Rate Rate Rate Partner 390 312 322 Director 320 320 330 Senior Manager 290 232 239 Manager 250 200 206 Supervisor 210 168 174 Senior 190 152 157 Experienced Staff 160 128 132 Staff 140 112 116 Clerical 120 96 99 www.lslcpas.com 18 Docusign Envelope ID:BB60F8BD-6520-4579-A38B-447FA2028671 City of Orange Audit Services LEVEL OF STAFF ASSIGNED AND NUMBER OF HOURS TO BE ASSIGNED TOTAL PROPOSED HOURS Senior Segment/Task Partners Mana,er Su.ervisor Staff Clerical Total City's Financial Statement Audit Interim test work 0 0 30 60 0 90 Year-End test work 0 0 70 140 0 210 Report/Review/Supervision 20 60 0 0 5 85 Subtotal 20 60 100 200 '5 ," -- 85 AQMD Audit Test work 0 0 2 5 0 7 I v Report/Review/Supervision 1 1 0 0 1 3 Subtotal Housing Successor Audit Test work 0 0 Report/Review/Supervision 1 1 0 0 1 3 Subtotal IIIMMIIM, 1 1 Single Audit* Test work 0 0 10 20 0 30 ii jReport/Review/Supervision 2 6 0 0 2 10 Subtotal 2 6 10 20 2 40 State Controller's Report Test work 0 0 0 38 0 38 Report/Review/Supervision 0 2 0 0 0 2 Subtotal 0 2 0 38 0 40 Gann Limit AUP Test work 0 0 0 2 0 2 Report/Review/Supervision 0 1 1 0 1 3 Subtotal 0 1 1 2 1 5 ACFR Preparation Test work 0 0 0 0 0 0 Report/Review/Supervision 5 10 30 0 5 50 Subtotal 5 10 30 0 5 50 Investment Portfolio AUP Test work 0 0 0 2 0 2 Report/Review/Supervision 0 1 1 0 1 3 Subtotal 0 1 1 2 1 5 TOTAL PROPOSED HOURS: 29 82 146 272 16 545 Hours proposed are for one (1) major program. w.^ rriv +~Voas.corr 19 Docusign Envelope ID:BB60FSBD-6520-4579-A38B-447FA2025671 City of Orange Audit Services MANNER OF PAYMENT Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's proposal. Interim billings shall cover a period of not less than a calendar month. The final ten percent 10%)of the total all-inclusive maximum price will be paid upon delivery of the firm's final reports. INSURANCE LSL confirms that we will maintain the minimum insurance requirements throughout the entire term of engagement. Evidence of coverage is provided on the following pages, and the actual insurance form will be provided upon the award of contract. www.Islcpas.corri 110