HomeMy WebLinkAbout26 - Professional Services Agreements - EIDE BAILLY ADVISORY LLC - MASTER SERVICES AGREEMENTAugust 2025
EIDE BAILLY ADVISORY LLC
MASTER SERVICES AGREEMENT
GENERAL
1) This Master Services Agreement
(“Agreement”) is effective on July 31, 2026, and
describes Eide Bailly Advisory LLC’s standard terms
and conditions applicable to the provision of Eide
Bailly’s non-attest services to the Client. For the
purposes of this Master Services Agreement, any
reference to “Eide Bailly” is a reference to Eide Bailly
Advisory LLC. Any reference to “Client” is a reference
to the party or parties that have engaged Eide Bailly
to provide services and the party or parties ultimately
responsible for payment of Eide Bailly’s fees and
costs. Client acknowledges and agrees that Eide Bailly
is not in a fiduciary relationship with it and Eide Bailly
has no fiduciary responsibilities to Client in the performance of its services described herein or in any
applicable Statement of Work. As between this
Agreement and any applicable Statement of Work,
the language in this Agreement will control.
BILLING, PAYMENT, & TERMINATION
2) Billing and Payment Terms. Eide Bailly will
bill Client for its professional fees and costs as
provided in a Statement of Work. All bills are payable
upon receipt and will include actual out-of-pocket
expenses, administrative charges, and a technology
fee. If collection action is necessary, expenses and
reasonable attorney’s fees will be added to the
amount due.
Should our relationship terminate before the services
provided for in a separate Statement of Work are
completed, Client will be billed for services to the
date of termination.
3) Termination. Either party may terminate this
Agreement by written notice to the other party at any
time for any reason, except Eide Bailly shall not
terminate in a manner that causes undue harm to
Client. Nothing in this Agreement shall prohibit Eide
Bailly from terminating this Agreement or any
Statement of Work where termination is required by
applicable professional standards.
INFORMATION AND DATA
4) Sharing of Information. During the course of
the engagement, Eide Bailly will only provide
confidential engagement documentation to Client via
Eide Bailly’s secure portal or other secure methods,
and request that Client uses the same or similar tools
in providing information to Eide Bailly. Should Client
choose not to utilize secure communication
applications, Client acknowledges that such
communication contains a risk of the information
being made available to unintended third parties.
Similarly, Eide Bailly may communicate with Client or
its personnel via e-mail or other electronic methods.
Client acknowledges that communication in those
mediums contains a risk of misdirected or intercepted
communications.
5) Remote Access. Should Client provide Eide
Bailly with remote access to its information
technology environment, including but not limited to
its financial reporting system, Client agrees to
(1) assign unique usernames and passwords for use by Eide Bailly’s personnel in accessing the system and
to provide this information in a secure manner;
(2) limit access to “read only” to prevent any
unintentional deletion or alteration of Client’s data;
(3) limit access to the areas of Client’s technology
environment necessary to perform the procedures
agreed upon; and (4) disable all usernames and
passwords provided to Eide Bailly upon the
completion of procedures for which access was
provided. Eide Bailly agrees to only access Client’s
technology environment to the extent necessary to
perform the identified procedures.
6) Electronic Sites. Regarding the electronic
dissemination of audited financial statements,
including financial statements published
electronically on Client’s website or elsewhere, Client
understands that electronic sites are a means to
distribute information and, therefore, Eide Bailly is
not required to read the information contained in
these sites or to consider the consistency of other
information in the electronic site with the original
document.
7) Data and Records. Eide Bailly cannot agree
to be the sole host and/or the sole storage for Client’s
financial and nonfinancial data. It is Client’s
responsibility to maintain Client’s original data and
records and Eide Bailly cannot be responsible to
maintain such original information. By signing this
Agreement, Client affirms that it has all the data and
records required to make its books and records
complete.
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8) Mandatory Disclosures. Eide Bailly 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’s personnel. Furthermore,
upon request, Eide Bailly 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,
including other governmental agencies. Eide Bailly
will be compensated for any time and expenses,
including time and expenses of legal counsel, it may
incur in making such documentation available or 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 Eide
Bailly’s performance of these services. Client and its
attorney will receive, if lawful, a copy of every
subpoena Eide Bailly is asked to respond to on its
behalf. Wherever possible and as permitted under
applicable court rules, Eide Bailly will work with Client
to limit costs Client may incur.
9) Service Providers. Eide Bailly 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 its services to Client. Eide Bailly’s use of
service providers may require access to Client
information by the service provider. Eide Bailly will
take reasonable precautions to determine that such
service providers have the appropriate procedures in
place to prevent the unauthorized release of
confidential information to others. Eide Bailly will
remain responsible for the confidentiality of Client
information accessed by such service provider and
any work performed by such service provider. Client
acknowledges that its information may be disclosed
to such service providers, including those outside the
United States.
10) Use of Artificial Intelligence. While providing
the services set forth in this Agreement, in order to
enhance the quality and efficiency of services
provided, Eide Bailly may use tools incorporating
artificial intelligence, including, but not limited to,
algorithms, machine learning, and automated
processes (“AI”). The use of such technologies will
comply with applicable laws and regulations. Eide
Bailly will use appropriate due diligence and best
practices to ensure that any AI tools and methods are
secure.
11) Confidential Information. Neither of us may
use or disclose the other’s confidential information
for any purpose except as permitted under this
Agreement or as otherwise necessary for Eide Bailly
to provide the services. Client’s confidential
information is defined as any information it provides
to Eide Bailly that is not available to the public. Eide
Bailly’s confidential information includes its
engagement documentation for engagements
performed under this Agreement. Eide Bailly’s
engagement documentation, including all
workpapers, shall at all times remain the property of
Eide Bailly. The confidentiality obligations described
in this paragraph shall supersede and replace any and
all prior confidentiality and/or nondisclosure
agreements (NDAs) between us.
12) Retention Period. Eide Bailly agrees to retain
its documentation or work papers for a period of at
least eight years from the date of a report, other
engagement deliverables, and/or completion of the
engagement.
DISPUTES & LIMITATIONS
13) Mediation. Any disagreement, controversy,
or claim arising out of or related to any aspect of Eide
Bailly’s services or relationship with Client (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 Minneapolis, Minnesota. 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.
14) Limitation of Liability. Unless disallowed by
law or regulation, the exclusive remedy available to
Client for any alleged loss arising from or related to
Eide Bailly’s services 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 Client
exceed two times fees paid under the applicable
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Statement of Work, nor shall Eide Bailly ever be liable
to Client for indirect, special, incidental,
consequential, punitive, or exemplary damages, or
attorneys’ fees.
15) Time Limitation. Unless disallowed by law or
regulation, Client may not bring any legal proceeding
against Eide Bailly unless it is commenced within
twenty-four (24) months (“limitation period”) after
the date when Eide Bailly delivered the report, return,
or other deliverable as identified in a relevant
Statement of Work or upon termination of the
Statement of Work, whichever is earlier, regardless of
whether Eide Bailly performs other services for Client.
The limitation period applies and begins to run even
if Client has not suffered any damage or loss or has
not become aware of a possible dispute.
16) Limited Indemnity. Eide Bailly shall not be
responsible for any misstatements in its deliverables
to Client that it may fail to detect as a result of
misrepresentations or concealment of information by
any of Client’s owners, directors, officers, or
employees. Unless disallowed by law, regulation, or
applicable professional standards, Client 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.
If, through no fault of Eide Bailly, it is named as a party
to a dispute between Client and a third party, Client
shall indemnify and hold Eide Bailly harmless against
any losses, damages, settlements, judgments,
awards, and the costs of litigation (including
attorneys’ fees) it incurs 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.
17) Governing Law and Venue. Any Dispute
between us, including any Dispute related to the
engagement contemplated by this Agreement, shall
be governed by Minnesota law. Any unresolved
Dispute shall be submitted to a federal or state court
located in Minneapolis, Minnesota.
18) Assignment. Client shall not assign, sell,
barter, or transfer any legal rights, causes of actions,
claims, or Disputes it may have against Eide Bailly to
any person.
OTHER
19) U.S. Securities and Exchange Commission
(“SEC”) and other Regulatory Bodies. Where Eide
Bailly is providing services either for (a) an entity that
is registered with the SEC, (b) an affiliate of such
registrant, or (c) an entity or affiliate that is subject to
rules, regulations, or standards beyond those of the
American Institute of Certified Public Accountants
(“AICPA”), any term of this contract that would be
prohibited by or impair our independence under
applicable law or regulation shall not apply to the
extent necessary only to avoid such prohibition or
impairment.
20) HLB International. Eide Bailly is a member of
HLB International, a worldwide organization of
accounting firms and business advisors (“HLB”). Each
member firm of HLB, including Eide Bailly, is a
separate and independent legal entity and is not
owned or controlled by any other member of HLB.
Each member firm of HLB is solely responsible for its
own acts and omissions, and no other member
assumes any liability for such acts or omissions.
Neither Eide Bailly nor any of its affiliates are
responsible or liable for any acts or omission of HLB
or any other member firm of HLB and hereby
specifically disclaim any and all responsibility, even if
Eide Bailly or any of its affiliates are aware of such acts or omissions of another member of HLB.
Engagements referred among HLB member firms may
result in the payment and receipt of a referral fee.
21) Eide Bailly Alliance. Eide Bailly formed the
Eide Bailly Alliance, a network for small to mid-sized
CPA firms across the nation. Each member firm of The
Eide Bailly Alliance, including Eide Bailly, is a separate
and independent legal entity and is not owned or
controlled by any other member of The Eide Bailly
Alliance. Each member firm of The Eide Bailly Alliance
is solely responsible for its own acts and omissions,
and no other member assumes any liability for such
acts or omissions. Neither Eide Bailly, nor any of its
affiliates, are responsible or liable for any acts or
omission of The Eide Bailly Alliance or any other
member firm of The Eide Bailly Alliance and hereby
specifically disclaim any and all responsibility, even if
Eide Bailly, or any of its affiliates are aware of such
acts or omissions of another member of The Eide
Bailly Alliance.
22) Severability. In the event that any term or
provision of this Agreement shall be held to be
invalid, void, or unenforceable, the remainder of this
Agreement shall not be affected, and each such term
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and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
23) Use of Deliverables and Drafts. Client agrees
it will not modify any deliverables or drafts prepared
by Eide Bailly for internal use or for distribution to
third parties. Client also understands that Eide Bailly
may, on occasion, send Client documents marked as
draft and understand that those are for Client’s
review purpose only, should not be distributed in any
way, and should be destroyed as soon as possible.
When the engagement provides for the issuance of a
report on financial or non-financial information,
and/or other deliverables, Client may make copies of
the report and/or other deliverables, but only if the
entirety of the relevant underlying information,
exactly as accompanying our report and/or
deliverable, as appropriate, are reproduced and
distributed with the report and/or other deliverables.
Client agrees not to reproduce or associate our report
and/or other deliverables with any other financial or
non-financial information, or portions thereof, that
are not the subject of our engagement.
Acknowledged and agreed:
EIDE BAILLY ADVISORY LLC
CLIENT
___________________________________________
Signature
___________________________________________
Name
___________________________________________
Title
___________________________________________
Date
Eide Bailly Use:
Client ID:
Account Name:
Address:
SR ID:
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Chuck Winn
City Manager
9/1/2026
August 2025
EIDE BAILLY ADVISORY LLC
TECHNOLOGY CONSULTING ADDENDUM
to MASTER SERVICES AGREEMENT
GENERAL
1) This Addendum only applies in conjunction
with an associated Statement of Work for technology
consulting services. All terms of the Master Services
Agreement shall remain in full force and effect.
SERVICES AND DELIVERABLES
2) Incorporation of Design Documentation.
The Deliverables identified in a Statement of Work
may include Design Documentation. Any Design
Documentation shall be submitted to Client for
written approval. Upon Client’s written approval, any
Design Documentation shall be incorporated into the Deliverables described in a Statement of Work. If the
Design Documentation conflicts with any such
Deliverables, the Design Documentation shall control.
3. Work Outside of Scope. Eide Bailly shall have
no obligation to provide any Deliverables or perform
any Services not specifically set forth in a Statement
of Work or Design Documentation. Client may
request additional Deliverables and Services only
pursuant to the Change Control procedures described
immediately below.
4. Change Control. If either Party identifies a
need to supplement or revise the Services or
Deliverables described in a Statement of Work, the
Party may create a change request (“Change
Request”). The Change Request shall include relevant
details such as changes to scope, assumptions, cost
estimates, timelines, risks, and the like. Both Parties
shall accept the terms of a Change Request before
work outside the scope of a Statement of Work may
continue. Eide Bailly shall charge Client, and Client
shall pay Eide Bailly, on an hourly basis at Eide Bailly’s
normal hourly rates for any services or deliverables
requested by Client that are not specified in a
Statement of Work or an accompanying Change
Request. Any signed Change Request shall thereafter
be incorporated into the Statement of Work to which
it refers.
5. HIPAA. Unless agreed by Eide Bailly in a
separate signed writing:
a) Client has not relied on Eide Bailly to opine
upon Eide Bailly’s actual or potential status
as a Business Associate (as that term is
defined in the Health Insurance Portability
and Accountability Act of 1996, as amended
and supplemented (“HIPAA”));
b) In providing the Services, Eide Bailly is not
acting as a Business Associate on Client’s
behalf;
c) The Services and Deliverables may not be
used to store, maintain, process, or transmit
protected health information (“PHI”) (as that
term is defined in HIPAA); and
d) The Services and Deliverables will not be
used in any manner that would require the
Services or Deliverables to be HIPAA
compliant.
OWNERSHIP RIGHTS
6. Eide Bailly’s Ownership Rights. Eide Bailly
retains all rights, titles, and interests, including
Intellectual Property Rights, in any Preexisting
Materials, including the right to use, reuse, or
otherwise exploit any Preexisting Materials for its
other clients. In addition, Eide Bailly retains all rights,
titles, and interests, including all Intellectual Property
Rights, in the Services, Software, Design
Documentation, and Deliverables, including the right
to provide similar services and deliverables to other
clients.
7. Client Ownership Rights. Client retains all
rights, titles, and interests, including all Intellectual
Property Rights, in the Client Materials. Client grants
Eide Bailly the right to use the Client Materials to
provide the Services and Deliverables to Client. Eide
Bailly shall not market, distribute, reproduce, or seek
to commercially exploit the Client Materials.
8. Contingent License. Provided Client has
fulfilled its obligations under this Agreement, Eide
Bailly grants Client a perpetual, non-exclusive,
transferable, worldwide, and royalty free license to
use, reproduce, copy, perform, display, modify or
have modified by third parties, create or have created
by third parties derivative works of, the Services,
Software, Design Documentation, and/or
Deliverables.
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CLIENT ENGAGEMENT RESPONSIBILITIES
9. Appointment of Coordinator. Client shall
designate one individual and one alternate to serve as
Eide Bailly’s primary point of contact for the
relationship contemplated by this Agreement (the
“Coordinator”). The Coordinator shall have the
authority to act for Client as to all aspects of this
Agreement. Eide Bailly shall be entitled to rely on all
statements and agreements made by the Coordinator
during the term of this Agreement.
10. Third-Party Products and License Terms. In
connection with the receipt of any services or the use
of any third-party products, software, tools, or
components incorporated into or referenced in any
applicable Statement of Work, Client expressly
acknowledges and agrees to be bound by the terms
and conditions of any applicable third-party license
agreements, whether such terms are provided
directly by the third party or referenced by Eide Bailly.
Client further agrees that:
a) No Objection. Client shall not contest, object
to, or otherwise challenge, the enforceability
or applicability of any such third-party
license terms.
b) Deemed Receipt. Client acknowledges that
it has received, reviewed, and understood all
applicable third-party license agreements, or, where such agreements are publicly
available or referenced in the Statement of
Work, that it has had a reasonable
opportunity to do so. Client shall not assert
any claim or defense based on non-receipt
or lack of awareness of such terms.
c) Indemnification. Client shall indemnify,
defend, and hold harmless Eide Bailly from
and against any and all claims, liabilities,
damages, losses, or expenses (including
reasonable attorneys’ fees) arising out of or
related to Client’s breach of any third-party
license terms.
d) Survival. The provisions of this section shall
survive the termination or expiration of the
applicable Statement of Work or this
Agreement.
WARRANTIES
11) Express Warranty. Eide Bailly shall perform
all Services, and the Deliverables shall have been
prepared in a workmanlike manner.
12) Warranty Against Non-Infringement. Any
Services, Software, or Deliverables, when properly
used as contemplated by this Agreement, shall not
infringe or misappropriate any United States
copyright, trademark, patent, or other trade secrets
of any third parties. Eide Bailly has any necessary
rights and permissions to use any Third-Party
Software in the manner contemplated by this
Agreement.
13) Warranty Disclaimers. Except as specifically
described in this Warranties section, all Services,
Software, Third-Party Software, Deliverables, and any
other product or service provided by Eide Bailly to
Client are furnished “AS IS” and without any other
express or implied warranties of any kind. Eide Bailly
expressly disclaims any and all such warranties, such
as, but without limitation, any implied warranties of
merchantability, or fitness for a particular purpose.
Eide Bailly does not warrant that any Services,
Software, Third-Party Software, or Deliverables will
be uninterrupted or error free.
14) Remedies for Breach of Warranty. The
exclusive remedy to Client for a breach of any warranty arising under this Agreement shall be the
repair or replacement of the Services, Software,
Deliverables, or any other product or service provided
to Client by Eide Bailly. If a court of competent
jurisdiction determines that this remedy fails of its
essential purpose, Client’s damages for breach of
warranty shall be limited as described in the Master
Services Agreement.
DEFINITIONS
15) As used in this Addendum:
a) “Client Materials” means all of Client’s
proprietary business information,
methodologies, procedures, utilities,
algorithms, models, documents, and
concepts, and any Intellectual Property
Rights therein, which are provided by Client
to Eide Bailly in furtherance of this
Agreement.
b) “Deliverables” means only those tangible
items Eide Bailly agrees in writing to provide
to Client in a Statement of Work.
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c) “Design Documentation” means a written
description of requirements or functionality
created through a collaborative process
between Eide Bailly and Client for the
purpose of analysis, planning, and
implementation of the Services and/or
Deliverables.
d) “Intellectual Property Rights” means
patents, patent applications, patent rights,
trademarks, trademark registrations,
trademark applications, service marks,
business marks, trade names, brand names,
all other names and slogans embodying
business or product goodwill (or both),
copyright registrations, copyrights (including
those in computer programs, software such
as source code and object code,
development documentation, programming
tools, drawings, specifications and data),
trade secrets, proprietary information,
know-how, mask works, industrial designs,
processes and technical information and all
related rights now existing or hereafter
created.
e) “Preexisting Materials” means Eide Bailly’s
proprietary business information,
methodologies, programming, tools, know-how, procedures, utilities, algorithms,
models, software libraries, source code,
design, products, platform, and documents,
and all Intellectual Property Rights therein.
f) “Services” means only those technology
consulting services Eide Bailly agrees in
writing to provide to Client in a Statement of
Work.
g) “Software” means all computer code and
related uses of information technology
including but not limited to, all
documentation, manuals, and instructions,
that is used, designed, developed, and/or
implemented by Eide Bailly for Client under
this Agreement.
h) “Third-Party Software” means all software
that is owned by an entity other than Eide
Bailly or Client and is being used by Eide
Bailly to provide the Services and/or
Deliverables to Client.
16. Usage. All terms defined herein shall include the
plural as well as the singular. Any undefined term
shall be defined according to its plain English
definition.
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Statement of Work – Tax Consulting – Energy Incentives-General
(August 2026)
August 6, 2026 Client ID: 262540
City of Bozeman
20 E Olive St
Bozeman, MT 59715
This document constitutes a statement of work ("SOW") under the most recently executed Master Services
Agreement ("MSA"), made by and between Eide Bailly Advisory LLC (“Eide Bailly”, "we," "us," and "our")
and the City of Bozeman (“Client”, "you," or "your”). We are pleased to confirm our understanding of the
terms and objectives of our engagement and the nature and limitations of the services we will provide you
related to the qualified energy property as defined under Section 48E Clean Electricity Investment Credit.
Scope of Tax Consulting Services
We will provide tax consulting services as requested. Our services will remain advisory in nature. We cannot act
in a capacity equivalent to that of a member of management or of an employee. Decision making and oversight
of services must remain the responsibility of management. Eide Bailly will serve only in a review role, evaluating
the documentation provided by and to the City of Bozeman regarding supplier certifications, if the project was
financed with tax-exempt funds, as well as the solar facility's start of construction or safe harbor determination.
The scope of the tax consulting services will be to qualify energy projects and document incentives available to
the City of Bozeman under Section 48E Clean Electricity Credit related to the qualified energy project(s) located
at the following location(s):
2245 Springhill Rd, Bozeman, MT 59718
Our Section 48E analysis and Section 6417 tax consulting services include:
Consulting management on the existing regulations and current guidance.
Discussing with relevant parties on the qualifying criteria.
Review financing structure and evaluate impacts on available credits.
Review beginning of construction and placed in service dates documentation.
Determine unit of energy property and evaluate number of energy project(s).
Cost engineering to determine the appropriate basis of, including treatment of indirect costs under
Section 263A and other applicable code sections.
Analysis of qualified costs (functionally interdependent analysis, incremental costs, and allocation).
Performance of a site visit which will include photographs of qualifying components, as applicable.
Draft applicable IRS forms and election statements.
Provide a deliverable report, technical calculation, and supporting documentation to assist in
substantiating the applicable credits.
Assist with the IRS pre-registration filing requirements related to Section 6417 Elective Pay, if applicable.
Evaluate and document the domestic content exceptions under Section 6417, if applicable.
Prepare and electronically file Exempt Organization Business Income Tax Return (Form 990-T) to claim
the applicable credits, if applicable.
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Domestic Content review services include:
Review BABA contractual language in construction contracts.
Review the direct costs of the manufactured product subcomponents and sourcing information.
Review sourcing documentation for all iron, steel, and construction materials, excluding cement and
cementitious materials, aggregates.
Review any additional information required for documenting and reporting domestic content
qualifications are met.
Verify the equipment manufactured in the U.S. meet the manufactured component percentages and
definitions under BABA.
Prohibited Foreign Entities (PFE) services include, if applicable:
PFE Taxpayer Evaluation services will include the following:
Ownership Structure Review: Read documentation provided by the city to evaluate whether the
Company is directly or indirectly owned or controlled by a specified foreign entity or foreign-influenced
entity, including review of organizational charts, governing documents, and ownership records to
determine if any foreign person or entity meets the relevant thresholds for control or influence.
Contractual Documentation Review: Assess whether any contractual arrangement, including licensing,
service, or supply agreements, confers "effective control" to a specified foreign entity.
Debt and Financing Review (Prohibited Foreign Entity / Foreign-Influenced Entity Analysis): Evaluate
project financing arrangements to assess whether debt ownership or related contractual rights involving
specified foreign entities create foreign influence, trigger prohibited foreign entity status, or pose
recapture risk.
Material Assistance from PFE services will include the following:
Review of material assistance report and documentation from solar provider which confirms the
following:
Whether the design of the property is based on any copyright, patent, know-how, or trade
secret held by a prohibited foreign entity, or whether any licensing or technology transfer
agreement with a specified foreign entity confers rights or control that would trigger the
"effective control.”
Whether any component, subcomponent, or applicable critical mineral incorporated into the
qualified facility, energy storage technology, or interconnection property is extracted,
processed, recycled, manufactured, or assembled by a specified foreign entity or otherwise
constitutes "material assistance from a prohibited foreign entity."
Equipment vendor contractual language, including purchase agreements, supply contracts, and
related documents, identifies any direct or indirect involvement of a specified foreign entity or
foreign-influenced entity in the supply chain or project execution.
Sourcing of manufactured product subcomponents and related information to determine the
origin of all manufactured products, components, and critical minerals incorporated into the
property.
Supplier certifications and documentation substantiate that the property is not
produced or manufactured by a prohibited foreign entity and that the supplier does not
know or have reason to know of any prior supplier in the chain of production being a
prohibited foreign entity. Certifications (with EIN or foreign equivalent) will be signed
under penalty of perjury, and retained for at least 6 years.
Throughout the course of the consulting engagement, we may identify other consulting services and
opportunities. We will discuss with you any such scope under a separate engagement letter. Should the
Company request tax consulting services in conjunction with the IRS collection action related to the applicable
credit (the “Collection”), our services will consist of:
Representing the City of Bozeman before the IRS,
Docusign Envelope ID: B3854263-3767-8212-802C-F47CE78D2526
Consulting with the City of Bozeman regarding the Collection of the applicable credit, and
For other year end matters in the event that the IRS expands the scope of its investigation.
Representation before the IRS will include representation before IRS agents and officials including IRS Revenue
Agents or Appeals Officers. This does not include representation before the U.S. Tax Court or other Federal
Courts, which must be done by separate engagement.
If, during our work, we discover information that affects prior-year tax returns, we will make you aware of the
facts. However, we cannot be responsible for identifying all items that may affect prior-year returns. If you
become aware of such information during the year, please contact us to discuss the best resolution of the issue.
We can prepare appropriate amended returns as a separate engagement.
Your Responsibilities
It is your responsibility to provide all the information required to provide our services. We may provide you with
a questionnaire or other document requesting specific information. Providing that information will assist us in
making sure you are well served for a reasonable fee. You represent that the information you are supplying to us
is accurate and complete to the best of your knowledge and that you have disclosed to us all relevant facts
affecting our services. We will not verify the information you give us; however, we may ask for additional
clarification of some information.
If you provide us with original records in conjunction with this engagement, we will not keep those original
records, rather return those to you upon the completion of the engagement. When records are returned to you,
it is your responsibility to retain and protect the records for possible future use, including potential examination
by governmental or regulatory agencies.
Other Matters
Certain communications involving tax advice are privileged and not subject to disclosure to the IRS. By disclosing
the contents of those communications to anyone, or by turning over information about those communications
to the government, you may be waiving this privilege. To protect this right to privileged communication, please
consult with us or your attorney prior to disclosing any information about our tax advice. Should you decide that
it is appropriate for us to disclose any potentially privileged communication, you agree to provide us with
written, advance authority to make that disclosure.
Should we receive any request for the disclosure of privileged information from any third party, including a
subpoena or IRS summons, we will notify you. In the event you direct us not to make the disclosure, you agree
to hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration only,
our attorney’s fees, court costs, outside adviser’s costs, or penalties or fines imposed as a result of your
asserting the privilege or your direction to us to assert the privilege.
The taxpayer authorizes that any and all information furnished to us for or in connection with the preparation of
tax returns under this SOW may be disclosed to Eide Bailly Shared Services Private Limited, located outside the
United States, engaged directly or indirectly in providing tax planning or preparation of tax returns. Disclosures
under this paragraph may consist of all information contained in tax returns. The taxpayer acknowledges that
their tax return information may be disclosed to our affiliates, related entities or subcontractors located outside
the United States.
Engagement Administration
Eide Bailly Advisory LLC operates in an alternative practice structure with Eide Bailly LLP. Eide Bailly LLP is a
licensed CPA firm and provides audit and attest services to its clients. Eide Bailly Advisory LLC is not a licensed
CPA firm and does not provide audit or attest services. You understand that you have retained Eide Bailly
Docusign Envelope ID: B3854263-3767-8212-802C-F47CE78D2526
Advisory LLC for purposes of this engagement. Services provided to you by Eide Bailly LLP, if any, are governed
by separate statement(s) of work. To the extent you have separately engaged Eide Bailly LLP to provide services,
you hereby consent and authorize us to share with Eide Bailly LLP any information that we may obtain, or have
obtained, from you or on your behalf in the course of our current or prior engagement(s).
Eide Bailly Advisory LLC has owners that are not licensed as certified public accountants as permitted under
Section 5079 of the California Business Code. The nature of the services to be provided in conjunction with this
engagement are such that non-licensee owners may be involved in performing our services.
Engagement Fees
Fees for our tax consulting services will be billed at the appropriate fee for the services rendered, plus out-of-
pocket expenses, administrative charges and a 5% technology fee. 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. We may bill you on an interim basis prior to completion of this engagement.
We estimate that our fees for the tax consulting services to be as follows:
Scope Fees
Section 48E Analysis $30,000
Domestic Content +10% Bonus Credit $5,000
Prohibited Foreign Entities (if applicable) $15,000
Monetization: 6417 (if applicable) $1,500
Total $51,500
Upon execution of this SOW, you understand and agree that we will invoice you an advance fee totaling $5,000.
The ability to effectively and efficiently perform our engagement depends upon the quality of your underlying
records and the timeliness of providing information and responding to our requests. A lack of preparation,
including not providing this information in a complete, accurate and timely manner may result in an increase in
our fees and/or a delay in the completion of our engagement. We will advise you if unexpected circumstances
require significant additional procedures resulting in a substantial increase in the fee estimate.
Changes in Tax Laws and Regulations
Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be
retroactive in effect and may be applicable to advice given or other services rendered before their enactment
dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we
have completed our services.
Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that
are subject to change. We will not update our advice after the conclusion of the engagement for subsequent
legislative or administrative changes or future judicial interpretations.
Termination
The engagement contemplated by this SOW shall terminate upon the earlier of completion of the services
described herein or as described in the MSA.
Agreement
We appreciate the opportunity to provide the services described in this SOW under the MSA and believe
this SOW accurately summarizes the significant terms of our tax engagement. This SOW and the MSA
constitute the entire agreement regarding these services and supersedes all prior agreements (whether oral
Docusign Envelope ID: B3854263-3767-8212-802C-F47CE78D2526
or written), understandings, negotiations, and discussions between you and Eide Bailly related to these tax
services. If you have any questions, please let us know. Please sign, date, and return this SOW to us to
indicate your acknowledgment and understanding of, and agreement with, the arrangements for our tax
preparation services, including the terms of our engagement and the parties' respective responsibilities. By
signing this SOW, you represent and warrant that you are authorized to sign on behalf of and bind each client
and any affiliate identified herein.
Sincerely,
Eide Bailly Advisory LLC
AGREED TO AND ACCEPTED:
Name: _______________________________________________________________
Title: ________________________________________________________________
Date: ________________________________________________________________
Docusign Envelope ID: B3854263-3767-8212-802C-F47CE78D2526
9/1/2026
City Manager