HomeMy WebLinkAboutSikitch Agreement 09.30.25September 30, 2025
Town of Los Altos Hills
Beth Viajar
26379 Fremont Road
Los Altos Hills, CA 94022
Dear Beth:
This Master Professional Services Agreement (this "Agreement"), effective as of September 30, 2025,
between Sikich LLC, a_Delaware limited liability company, ("Sikich", "we", "us", or "our") and Town of Los
Altos Hills (`Town," "Client", "you", or "your") sets forth the mutual agreements of the parties regarding
Sikich's provision of one or more professional CPA services to Client, from time to time, as more fully
described in Sikich Statements of Work (each, an "SOW") issued hereunder (collectively, the "Services"),
This Agreement is intended to serve as the framework for entering into separate SOWs. The SOWs entered
into pursuant to this Agreement shall be: (a) executed by authorized individuals on behalf of each of the
parties, and (b) incorporated into this Agreement. Unless otherwise agreed by the parties, all SOWs that
are entered into pursuant to this Agreement shall be governed by the terms of this Agreement and are
hereby made part of, and incorporated into, this Agreement. In the event of a conflict between this
Agreement and a SOW, the terms of this Agreement shall prevail, unless the SOW expressly references
the specific provision in this Agreement to be modified by the SOW. This Agreement shall not govern
engagements related to Sikich's affiliated entities or Sikich services or offerings other than CPA Services,
and a separate agreement for such services will be required. To the extent the term of an SOW extends
beyond the expiration or earlier termination of this Agreement, the terms of this Agreement shall apply to
such SOW until expiration of such SOW.
The general terms governing this Agreement are as follows:
ENGAGEMENT ADMINISTRATION
In connection with this Agreement, we may communicate with you or others via e-mail transmission. As
e-mails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended
third -party or may not be delivered to each of the parties to whom they are directed and only to such parties,
we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the
addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for
interception or unintentional disclosure of e-mails transmitted by us or in connection with the performance
of this Agreement. In that regard, you agree that we shall have no liability for any loss or damage to any
person or entity resulting from the use of e-mail transmissions, including any consequential, incidental,
direct, indirect, or special damages, such as loss of revenues or anticipated profits or disclosure or
communication of confidential or proprietary information. Communications by email are authorized unless
written objection is provided to us prior to any such communication.
We may from time to time, and depending on the circumstances, use third -party service providers in serving
your account. We may share confidential information about you with these service providers but remain
committed to maintaining the confidentiality and security of your information. Accordingly, we maintain
internal policies, procedures, and safeguards designed to protect the confidentiality of your personal
information. In addition, we will enter into confidentiality agreements with all service providers to maintain
the confidentiality of your information and we will take reasonable precautions to determine that such
service providers have appropriate procedures in place to prevent the unauthorized release of your
confidential information to others. In the event that we are unable to secure an appropriate confidentiality
agreement, you will be asked to provide your consent prior to the sharing of your confidential information
with the third -party service provider. Furthermore, we will remain responsible for the work provided by any
such third -party service providers engaged by us.
All information obtained in the course of performing our agreed professional Services, including but not
limited to, statements, records, schedules, working papers, memorandums, reports, and all other
documents and work product prepared by Sikich, will be considered confidential matters not to be disclosed
to any other person or persons without your prior written permission, unless otherwise required pursuant to
professional standards, statutory or regulatory authority, or court order. The foregoing obligation of
confidentiality shall not apply to any information that was in the public domain at the time of the
communication thereof to Sikich.
As a result of our prior or future services to you, we might be requested or required to provide information
or documents to you or a third party in a legal, administrative, regulatory inquiry or arbitration or similar
proceeding in which we are not a party. If this occurs, our efforts in complying with such requests will be
deemed billable to you as a separate engagement. We shall be entitled to compensation for our time and
reasonable reimbursement for our expenses (including legal fees) in complying with the request.
INDEMNIFICATION; LIMITATION OF LIABILITY
You agree that Sikich's maximum liability to you for any matters arising out of or related to this Agreement
or the provision of services by Sikich will be limited to (i) with respect to matters for which we are able to
recover under our professional liability insurance policy, $1,000,000, and (ii) with respect to matters for
which we are not able to recover under our professional liability insurance policy, five times the amount of
fees we receive from you under the applicable SOW for the Services provided under such SOW giving rise
to the liability; except to the extent determined to result from our gross negligence or willful misconduct.
You agree that this limitation applies to any and all liability or causes of action against us, however alleged
or arising, unless otherwise prohibited by law or professional standards. Additionally, our liability as
accountants shall be limited to the period covered by our services and shall not extend to later periods for
which we are not engaged as accountants or prior periods before we were engaged as accountants. In no
event will Sikich be liable to you for any special, consequential, exemplary, incidental indirect, lost profit,
punitive or similar damages of any kind.
No (i) direct or indirect holder of any equity interests or securities of Sikich, (ii) affiliate of Sikich, or
(iii) director, officer, employee, representative, or agent of Sikich, or of an affiliate of Sikich or of any such
direct or indirect holder of any equity interests or securities of Sikich (collectively, the "Sikich Affiliates')
shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement
or, the transactions contemplated hereby, and Client waives and releases all claims against such Sikich
Affiliates related to any such liability or obligation.
Sikich agrees to indemnify, defend and hold harmless Town, its officers, agents and employees from any
and all demands, claims or liability of personal injury (including death) and property damage of any nature,
caused by or arising out of the performance of Sikich under this Agreement. With regard to Sikich's work
product, Sikich agrees to indemnify, defend and hold harmless Town, its officers, agents and employees
from any and all demands, claims or liability of any nature to the extent caused by the negligent performance
or willful misconduct of Sikich under this Agreement.
INSURANCE
Sikich shall maintain the following insurance and file with Town a certificate of insurance before
commencing any services under this Agreement as follows:
i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits.
ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General
Liability and Property Damage Combined. $1,000,000.00 per occurrence including
comprehensive form, personal injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply
separately or be no less than two (2) times the occurrence limit.
AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence.
INDEPENDENT CONTRACTOR
It is understood and agreed that Sikich will for all purposes be an independent contractor, will not hold itself
out as representing or acting in any manner for Client, and neither Sikich nor Client will have any authority
to bind the other party to any contract or in any other manner. Sikich and Client do not intend to create a
joint employer relationship, and Sikich and Client each represents that it is the sole employer of its
employees. Sikich shall not and does not have the right to control Client's employees' essential terms and
conditions of employment, including hiring its employees, determining their wages and benefits, or
assigning, scheduling, training, disciplining, or terminating Client's employees.
OFAC REPRESENTATION
Client represents and warrants the following with respect to the U.S. Treasury Department's Office of
Foreign Assets Control ("OFAC"): (a) Client does not have any nexus with persons or entities on any of
OFAC's sanctions list (e.g. SSI, SDN, FSE etc.) either through large shareholders, employees, beneficial
owners, vendors, affiliated entities (i.e. affiliates or subsidiaries), third parties, customer base or otherwise;
(b) Client does not have any operations in any comprehensive OFAC sanctioned country (Cuba, Iran, Syria,
Sudan, North Korea, the Crimea); (c) Client does not have any operations in any limited OFAC sanctioned
country program; or (d) Client does not remit payment for Sikich's fees and expenses from an OFAC
sanctioned country.
NO THIRD -PARTY BENEFICIARIES
This Agreement does not and is not intended to confer any rights or remedies upon any person or entity
other than the parties.
NON-DISCRIMINATION
No discrimination shall be made in the employment of persons under this Agreement because of the race,
color, national origin, age, ancestry, religion or sex of such person.
FORCE MAJEURE
Sikich shall not be deemed in default of any provision of this Agreement or be liable for any delay, failure in
performance, or interruption of the Services resulting directly or indirectlyfrom acts of God, electronic virus
attack or infiltration, civil or military authority action, civil disturbance, war, strike and other labor disputes,
fires, floods, other catastrophes, and other forces beyond its reasonable control.
NOTICES
All notices given under or pursuant to this Agreement will be sent by national courier, Certified or Registered
Mail, Return Receipt Requested, and will be deemed to have been delivered when physically delivered to
Client or Sikich at the following address:
If to Sikich:
Sikich LLC
1415 W. Diehl Road, Suite 400
Naperville, IL 60653
Attention: Anna Cadmus, CPA
With a copy to:
Sikich LLC
1415 W. Diehl Road, Suite 400
Naperville, IL 60653
Attention: Office of General Counsel
Please indicate your understanding and acceptance of this Agreement and your intention to be legally
bound hereby by executing this Agreement in the space provided below where indicated and return it to
our offices, indicating your authorization for us to proceed on the above terms and conditions.
We appreciate the opportunity to be of service to you. If you have any questions, please let us know.
Sincerely,
Via.) Nmw
Anna Cadmus, CPA
Principal
On behalf of Sikich LLC
Acknowledg
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Town of L Altos Hill
Signature m
Title
Date 149 - Z-�
STATEMENT OF WORK
No. 2025 -CON
This Statement of Work (this "SOW") dated September 30, 2025 is entered into by and between Sikich
CPA LLC ("Sikich", "we", "us", or "our") and Town of Los Altos Hills ("Client", "you", or "your") pursuant to
the Master CPA Professional Services Agreement dated September 30, 2025 between Sikich and the Client
(the "Agreement"), all terms of which are hereby incorporated herein by reference.
NOW, THEREFORE, for and in consideration of the foregoing premises, and the agreements of the parties
set forth below, Sikich and Client agree as follows:
The Services to be provided under this SOW will include Assistance with accounting services, adjustments
to trial balance figures, and other assistance as requested by management in preparation for the June 30,
2025 financial statement audit.
OUR RESPONSIBILITIES
We will conduct our engagement in accordance with the Statement on Standards for Consulting Services
issued by the American Institute of Certified Public Accountants. The sufficiency of the Services we will
perform is solely your responsibility. We are not responsible for determining the accuracy or completeness
of any information provided to us by you, nor will we independently verify the information gathered or
contained in our report.
Our report whether verbal or in writing issued to you under this agreement, if applicable, is suitable for use
only by those who have participated in determining the procedures, including the Client's management,
owners, and their respective advisors. Our reports may not be used by the Client or any other person for
any other purpose without our prior written consent, which may be granted or withheld in our absolute
discretion. We have no responsibility to update our report for events and circumstances that occur after the
date of its issuance. If for any reason we are unable to complete the Services agreed-upon, we will not
issue a report.
We will perform the nonattest service(s) in accordance with applicable professional standards issued by
the American Institute of Certified Public Accountants. We, in our sole professional judgment, reserve the
right to refuse to perform any procedure or take any action that could be construed as assuming
management responsibilities. We will advise management with regard to the nonattest service(s), but
management must make all decisions with regard to those matters.
YOUR RESPONSIBILITIES
Client acknowledges that the Services provided by us will not constitute an audit, attestation or review, or
compilation and accordingly, we will not express a conclusion or provide any other form of assurance on
the completeness or accuracy of the information provided to us or the reports produced. The procedures
we perform in our Agreement will be heavily influenced by the representations that we receive from Client
personnel. By signing this agreement, you indicate you understand and accept responsibility for the
accuracy and completeness of the information provided to us by Client personnel.
You agree to assume all management responsibilities for the nonattest service(s) we provide; oversee the
service by designating an individual, preferably from senior management, with suitable skill, knowledge, or
experience; evaluate the adequacy and results of the service(s); and accept responsibility for it.
ENGAGEMENT ADMINISTRATION, FEES, AND OTHER
Anna Cadmus is the engagement Principal and is responsible for supervising the provision of Services and
signing the report or authorizing another individual to sign it. At the conclusion of our engagement, we may
require certain written representations in the form of a representation letter from management that, among
other things, will confirm management's responsibilities.
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We are committed to the timely completion of the consulting services, as described above, and delivery of
final reports for the fee set forth in this SOW. The fees quoted in this SOW are based on certain
assumptions. Circumstances may arise during the engagement that may significantly affect the targeted
completion dates or our fee estimate. As a result, changes to the fees may be necessary. Such
circumstances include but are not limited to the following:
1. All requested information is not (a) provided by you on the date requested, (b) completed in a format
acceptable to Sikich, (c) mathematically correct, (d) complete and accurate, or (e) in agreement
with the appropriate Client records. Sikich will provide you with a separate listing of required
schedules, information requests and the dates such items are needed.
2. Changes to the timing of the engagement due to lack of timeliness by you, or at your request.
Changes to the timing of the engagement usually require reassignment of personnel used by Sikich
in the performance of services hereunder. However, because it is often difficult to reassign
individuals to other engagements, Sikich may incur significant unanticipated costs.
3. Significant delays in responding to our requests for information, such as reconciling variances,
providing requested supporting documentation (e.g. invoices, contracts, and other documents), or
responding to our inquiries of Client management.
4. Requests by you for Sikich to complete schedules or obtain information previously mutually agreed
to be completed by or provided by you.
In addition, certain circumstances warranting an adjustment to the fees or a modification to this SOW may
include, but are not limited to the following:
1. Requests by you for Sikich to perform other nonattest services.
2. Other time deemed outside the scope of services of the engagement asset forth in this SOW.
Time incurred for such services is billable using the hourly rates outlined within this SOW, unless subject
to terms agreed to in a separate Change Order issued to this SOW.
Final reports will be issued upon your approval of the preliminary drafts. Our engagement ends on delivery
of our final report. Any follow-up services that might be required will be a separate, new engagement. The
terms and conditions of that new engagement will be governed by a new, specific SOW for that service.
Our fees for the assistance with accounting services, adjustments to trial balance figures, and other
assistance as requested by management in preparation for the June 30, 2025 financial statement audit will
be charged based on actual time spent on services at standard hourly rates (which have been discounted)
as follows. If additional time is necessary, we will discuss it with you and arrive at a new fee estimate.
Hourly services will be invoiced as the work progresses using the following rates:
$400
Partner
$350
Director
$325
Senior Manager
$275
Manager
$205
Senior
$185
Staff
$175
Clerical
$125
Intern
You may request that we perform additional services not contemplated by this Agreement. If this occurs,
we will communicate with you regarding the scope of the additional services and will bill using the hourly
rates outlined within this SOW. We may also issue a separate Statement of Work or Change Order covering
additional services. In the absence of any other written communication from us documenting such additional
services, our services will continue to be governed by the terms of this SOW.
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This SOW is governed by the terms and conditions of the Agreement. The terms of the Agreement are
hereby expressly incorporated by reference into and made a part of this SOW. In the event of a conflict
between the terms and conditions of the Agreement and this SOW, the terms of the Agreement shall take
precedence and control over those of this SOW unless otherwise expressly and specifically set forth herein.
In the event of a conflict between the terms and conditions of this SOW and any related exhibits,
attachments, or proposals, the terms of this SOW shall take precedence and control over those of the
exhibit, attachment, or proposal hereto unless otherwise expressly and specifically set forth herein. Any
capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This
SOW may be executed (including by facsimile and PDF signature) in one or more counterparts, with the
same effect as if the parties had signed the same document. This SOW may be modified or amended only
by a written document signed by both parties.
ACCEPTANCE
You acknowledge having read this SOW in its entirety, have had full opportunity to consider its terms in
consultation with your attorney, have had full and satisfactory explanation of the same, and fully understand
and agree to be bound by the terms of this SOW.
Please indicate your understanding and acceptance of this SOW and your intention to be legally bound
hereby by executing this SOW in the space provided below and return it to our offices, indicating your
authorization for us to proceed on the above terms and conditions.
We appreciate the opportunity to be of service to you. If you have any questions, please let us know.
Sincerely,
�Mu U'V\4
Anna Cadmus, CPA
Principal
on behalf of Sikich CPA LLC
AcknoiA,I 'A — 4-
Town of
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