HomeMy WebLinkAboutFinancial Audit Agreement with Eide Bailly, LLP for Professional Government Financial AuditAGREEMENT
FOR
FINANCIAL AUDIT SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 22nd
day of December , 2010, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Eide
Bailly, LLP, hereinafter referred to as "CONSULTANT", whose business address is
877 W. Main St., Suite 800, Boise, ID 83702..
INTRODUCTION
Whereas, the City has a need for services involving Professional
Government Financial Audit Services; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon execution
of this Agreement and receipt of the City's written notice to proceed, all
services, and comply in all respects, as specified in the document titled
"Scope of Services" a copy of which is attached hereto as Attachment "A"
and incorporated herein by this reference, together with any amendments
that may be agreed to in writing by the parties.
1.2 All documents, drawings and written work product prepared or
produced by the Consultant under this Agreement, including without
limitation electronic data files, are the property of the Consultant; provided
however, the City shall have the right to reproduce, publish and use all
such work, or any part thereof, in any manner and for any purposes
whatsoever and to authorize others to do so. If any such work is
copyrightable, the Consultant may copyright the same, except that, as to
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any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish
and use such work, or any part thereof, and to authorize others to do so.
1.3 The Consultant shall provide services and work under this
Agreement consistent with the requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions. The Consultant represents and warrants that it will perform
it's work in accordance with generally accepted industry standards and
practices for the profession or professions that are used in performance of
this Agreement and that are in effect at the time of performance of this
Agreement. Except for that representation and any representations made
or contained in any proposal submitted by the Consultant and any reports
or opinions prepared or issued as part of the work performed by the
Consultant under this Agreement, Consultant makes no other warranties,
either express or implied, as part of this Agreement.
1.4 Services and work provide by the consultant at the City's request
under this Agreement will be performed in a timely manner in accordance
with a Schedule of Work, which the parties hereto shall agree to. The
Schedule of Work may be revised from time to time upon mutual written
consent of the parties.
2. Consideration
2.1 The Consultant shall be compensated on a Time & materials basis
as provided in Attachment B "Payment Schedule" attached hereto and by
reference made a part hereof for aNot-To-Exceed amount of $40,300.00.
2.2 The Consultant shall provide the City with a monthly statement , as
services warrant, of fees earned and costs incurred for services provided
during the billing period, which the City will pay within 30 days of receipt of
a correct invoice and approval by the City. The City will not withhold any
Federal or State income taxes or Social Security Tax from any payment
made by City to Consultant under the terms and conditions of this
Agreement. Payment of all taxes and other assessments on such sums is
the sole responsibility of Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall
not be entitled to no receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rendered under this Agreement., including ,but not limited to, meals,
lodging, transportation, drawings, renderings or mockups. Specifically,
Consultant shall not be entitled by virtue of this Agreement to
consideration in the form of overtime, health insurance benefits,
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retirement benefits, paid holidays or other paid leaves of absence of any
type or kind whatsoever.
3. Time of Performance:
This agreement shall become effective upon execution by both parties,
and shall expire upon completion of the agreed upon services or unless
sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A. This Agreement shall
terminate automatically on the occurrence of (a) bankruptcy or insolvency
of either party, or (b) sale of Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be
acting as an independent contractor, and neither CONSULTANT nor any
officer, employee or agent of CONSULTANT will be deemed an
employee of CITY. Except as expressly provided in Attachment A,
Consultant has no authority or responsibility to exercise any rights or
power vested in the City. The selection and designation of the personnel
of the CITY in the performance of this agreement shall be made by the
CITY.
4.2 Consultant shall determine the method, details and means of
performing the work and services to be provided by Consultant under this
Agreement. Consultant shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's
control with respect to the physical action or activities of Consultant in
fulfillment of this Agreement.
5. Indemnification and Insurance:
CONSULTANT shall indemnify and save and hold harmless CITY from
and for any and all losses, claims, actions, judgments for damages, or
injury to persons or property and losses and expenses and other costs
including litigation costs and attorney's fees, arising out of, resulting from,
or in connection with the performance of this Agreement by the
CONSULTANT, its servants, agents, officers, employees, guests, and
business invitees, and not caused by or arising out of the tortuous conduct
of CITY or its employees. CONSULTANT shall maintain, and specifically
agrees that it will maintain, throughout the term of this Agreement, liability
insurance, in which the CITY shall be named an additional insured in the
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minimum amounts as follow: General Liability One Million Dollars
($1,000,000) per incident or occurrence, Professional Liability /
Professional errors and omissions One Million Dollars ($1,000,000)
aggregate, Automobile Liability Insurance One Million Dollars
($1,000,000) per incident or occurrence and Workers' Compensation
Insurance , in the statutory limits as required by law.. The limits of
insurance shall not be deemed a limitation of the covenants to indemnify
and save and hold harmless CITY; and if CITY becomes liable for an
amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY
from and for all such losses, claims, actions, or judgments for damages or
injury to persons or property and other costs, including litigation costs and
attorneys' fees, arising out of, resulting from , or in connection with the
performance of this Agreement by the Consultant or Consultant's officers,
employs, agents, representatives or subcontractors and resulting in or
attributable to personal injury, death, or damage or destruction to tangible
or intangible property, including use of. CONSULTANT shall provide
CITY with a Certificate of Insurance, or other proof of insurance
evidencing CONSULTANT'S compliance with the requirements of this
paragraph and file such proof of insurance with the CITY at least ten (10)
days prior to the date Consultant begins performance of it's obligations
under this Agreement. In the event the insurance minimums are changed,
CONSULTANT shall immediately submit proof of compliance with the
changed limits. Evidence of all insurance shall be submitted to the City
Purchasing Agent with a copy to Meridian City Accounting, 33 East
Broadway Avenue, Meridian, Idaho 83642.
6. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and
be deemed communicated when mailed in the United States mail,
certified, return receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Eide Bailly, LLP
Attn: Kevin Smith
877 W. Main St., Ste 800
Boise, ID 83702
Either party may change their address for the purpose of this paragraph
by giving written notice of such change to the other in the manner herein
provided.
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7. Attorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entitled, in
addition to any other relief as may be granted, to court costs and
reasonable attorneys' fees as determined by a Court of competent
jurisdiction. This provision shall be deemed to be a separate contract
between the parties and shall survive any default, termination or forfeiture
of this Agreement.
8. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and every term,
condition and provision hereof, and that the failure to timely perform any
of the obligations hereunder shall constitute a breach of, and a default
under, this Agreement by the party so failing to perform.
9. Assignment: It is expressly agreed and understood by the parties
hereto, that CONSULTANT shall not have the right to assign, transfer,
hypothecate or sell any of its rights under this Agreement except upon the
prior express written consent of CITY.
10. Discrimination Prohibited: In performing the Services required herein,
CONSULTANT shall not unlawfully discriminate in violation of any federal,
state or local law, rule or regulation against any person on the basis of
race, color, religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 At such times and in such forms as the CITY may require, there
shall be furnished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to matters covered by this
Agreement.
11.2 Consultant shall maintain all writings, documents and records
prepared or compiled in connection with the performance of this
Agreement for a minimum of four (4) years from the termination or
completion of this or Agreement. This includes any handwriting,
typewriting, printing, photo static, photographic and every other means of
recording upon any tangible thing, any form of communication or
representation including letters, words, pictures, sounds or symbols or any
combination thereof.
12. Audits and Inspections: At any time during normal business hours and
as often as the CITY may deem necessary, there shall be made available
to the CITY for examination all of CONSULTANT'S records with respect to
all matters covered by this Agreement. CONSULTANT shall permit the
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CITY to audit, examine, and make excerpts or transcripts from such
records, and to make audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions of employment and other data relating to
all matters covered by this Agreement.
13. Publication, Reproduction and Use of Material: No material produced
in whole or in part under this Agreement shall be subject to copyright in
the United States or in any other country. The CITY shall have
unrestricted authority to publish, disclose and otherwise use, in whole or in
part, any reports, data or other materials prepared under this Agreement.
14. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws,
ordinances, and codes of Federal, State, and local governments.
15. Changes: The CITY may, from time to time, request changes in the
Scope of Services to be performed hereunder. Such changes, including
any increase or decrease in the amount of CONSULTANT'S
compensation, which are mutually agreed upon by and between the CITY
and CONSULTANT, shall be incorporated in written amendments to this
Agreement.
16. Termination: If, through any cause, CONSULTANT, its officers,
employees, or agents fails to fulfill in a timely and proper manner its
obligations under this Agreement, violates any of the covenants,
agreements, or stipulations of this Agreement, falsifies any record or
document required to be prepared under this agreement, engages in
fraud, dishonesty, or any other act of misconduct in the performance of
this contract, or if the City Council determines that termination of this
Agreement is in the best interest of CITY, the CITY shall thereupon have
the right to terminate this Agreement by giving written notice to
CONSULTANT of such termination and specifying the effective date
thereof at least fifteen (15) days before the effective date of such
termination. CONSULTANT may terminate this agreement at any time by
giving at least sixty (60) days notice to CITY.
In the event of any termination of this Agreement, all finished or
unfinished documents, data, and reports prepared by CONSULTANT
under this Agreement shall, at the option of the CITY, become its
property, and CONSULTANT shall be entitled to receive just and
equitable compensation for any work satisfactorily complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of liability
to the CITY for damages sustained by the CITY by virtue of any breach of
this Agreement by CONSULTANT, and the CITY may withhold any
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payments to CONSULTANT for the purposes of set-off until such time as
the exact amount of damages due the CITY from CONSULTANT is
determined. This provision shall survive the termination of this agreement
and shall not relieve CONSULTANT of its liability to the CITY for
damages.
17. Construction and Severability: If any part of this Agreement is held to
be invalid or unenforceable, such holding will not affect the validity or
enforceability of any other part of this Agreement so long as the remainder
of the Agreement is reasonably capable of completion.
18. Advice of Attorney. Each party warrants and represents that in
executing this Agreement. It has received independent legal advice from
it's attorney's or the opportunity to seek such advice.
19. Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
20. Applicable Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
21. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
CITY OF MERIDIAN
BY: ~~~ n C2-~
FIDE BAILEY, LLP
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BY:
Approved by City Council: la~~ ~ ac9O'~
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JA EE LMAN, CITY CLERK ~'%,'~p~ T is~ ' ~K' ,,~'
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08-09 Financial Audit w/Fide Bailly - gage 7 of 16
Approved as to Co tent
BY:
KEITH WATTS, PURCHASING AGENT
Dated: ~ 2. - 2 2 - ~
Approved as to Form
CITY ATTORNEY
Department Approval
BY: ='~'tG ~~ ~ ~ ~/~i f ,, ~~~, ,~ ~
NAME: Stacy Kilchenmann
TITLE: CFO
Dated: / ,J l a y/ o y
08-09 Financial Audit w/Fide Bailly - page 8 of 16
Attachment A
SCOPE OF SERVICES
2008-2009 FINANCIAL AUDIT
October 29, 2009
Stacy Kilchenmann
City of Meridian, Idaho
33 East Broadway Avenue
Meridian, Idaho 83642
We are pleased to confirm our understanding of the services we are to provide City of
Meridian, Idaho for the year ended September 30, 2009. We will audit the financial
statements of the governmental activities, the business-type activities, the aggregate
discretely presented component units, each major fund, and the aggregate remaining
fund information, which collectively comprise the basic financial statements of City of
Meridian, Idaho as of and for the year ended September 30, 2009. Accounting
standards generally accepted in the United States provide for certain required
supplementary information (RSI), such as management's discussion and analysis
(MD&A), to accompany City of Meridian, Idaho's basic financial statements. As part of
our engagement, we will apply certain limited procedures to City of Meridian, Idaho's
RSI. These limited procedures will consist principally of inquiries of management
regarding the methods of measurement and presentation, which management is
responsible for affirming to us in its representation letter. Unless we encounter
problems with the presentation of the RSI or with procedures relating to it, we will
disclaim an opinion on it. The following RSI is required by generally accepted
accounting principles and will be subjected to certain limited procedures, but will not be
audited:
Management's Discussion and Analysis.
2. Statements of Revenues, Expenditures and Changes in Fund Balances -
Budget and Actual -General Fund.
3. Notes to Required Supplementary Information.
Audit Objectives
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The objective of our audit is the expression of opinions as to whether your basic
financial statements are fairly presented, in all material respects, in conformity with U.S.
generally accepted accounting principles and to report on the fairness of the additional
information referred to in the first paragraph when considered in relation to the basic
financial statements taken as a whole. Our audit will be conducted in accordance with
U.S. generally accepted auditing standards and the standards for financial audits
contained in Government Auditing Standards, issued by the Comptroller General of the
United States, and will include tests of the accounting records of City of Meridian, Idaho
and other procedures we consider necessary to enable us to express such opinions. If
our opinions on the financial statements are other than unqualified, we will fully discuss
the reasons with you in advance. If, for any reason, we are unable to complete the audit
or are unable to form or have not formed opinions, we may decline to express opinions
or to issue a report as a result of this engagement.
We will also provide a report (that does not include an opinion) on internal control
related to the financial statements and compliance with the provisions of applicable
laws, regulations, contracts, agreements, and grants, noncompliance with which could
have a material effect on the financial statements as required by Government Auditing
Standards. The report on internal control and compliance will include a statement that
the report is intended solely for the information and use of the audit committee,
management, and specific legislative or regulatory bodies and is not intended to be and
should not be used by anyone other than these specified parties. If during our audit we
become aware that City of Meridian, Idaho is subject to an audit requirement that is not
encompassed in the terms of this engagement, we will communicate to management
and those charged with governance that an audit in accordance with U.S. generally
accepted auditing standards and the standards for financial audits contained in
Government Auditing Standards may not satisfy the relevant legal, regulatory, or
contractual requirements.
Management Responsibilities
Management is responsible for establishing and maintaining internal controls, including
monitoring ongoing activities; for the selection and application of accounting principles;
and for the fair presentation in the financial statements of the respective financial
position of the governmental activities, the business-type activities, the aggregate
discretely presented component units, each major fund, and the aggregate remaining
fund information of the City of Meridian, Idaho and the respective changes in financial
position and cash flows, where applicable, in conformity with U.S. generally accepted
accounting principles. Management is responsible for the basic financial statements
and all accompanying information as well as all representations contained therein.
You are responsible for management decisions and functions. As part of the audit, we
will prepare a draft of your financial statements and related notes. In accordance with
Government Auditing Standards, you will be required to review and approve those
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financial statements prior to their issuance and have a responsibility to be in a position
in fact and appearance to make an informed judgment on those financial statements.
Further, you are required to designate a qualified management-level individual to be
responsible and accountable for overseeing our services.
Management is responsible for making all financial records and related information
available to us and for the accuracy and completeness of that information.
Management's responsibilities include adjusting the financial statements to correct
material misstatements and for confirming to us in the representation letter that the
effects of any uncorrected misstatements aggregated by us during the current
engagement and pertaining to the latest period presented are immaterial, both
individually and in the aggregate, to the financial statements taken as a whole.
You are responsible for the design and implementation of programs and controls to
prevent and detect fraud, and for informing us about all known or suspected fraud
affecting the government involving (1) management, (2) employees who have
significant roles in internal control, and (3) others where the fraud or illegal acts could
have a material effect on the financial statements. Your responsibilities include
informing us of your knowledge of any allegations of fraud or suspected fraud affecting
the government received in communications from employees, former employees,
grantors, regulators, or others. In addition, you are responsible for identifying and
ensuring that the entity complies with applicable laws, regulations, contracts,
agreements, and grants for taking timely and appropriate steps to remedy any fraud,
illegal acts, violations of contracts or grant agreements, or abuse that we may report.
Management is responsible for establishment and maintenance of a process for
tracking the status of audit findings and recommendations. Management is also
responsible for identifying for us previous audits or other engagements or studies
related to the objectives discussed in the Audit Objectives section of this letter. This
responsibility includes relaying to us corrective actions taken to address significant
findings and recommendations resulting from those audits or other engagements or
studies. You are also responsible for providing management's views on our current
findings, conclusions, and recommendations, as well as your planned corrective
actions, and the timing and format related thereto.
Audit Procedures-General
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements; therefore, our audit will involve judgment about
the number of transactions to be examined and the areas to be tested. We will plan and
perform the audit to obtain reasonable rather than absolute assurance about whether
the financial statements are free of material misstatement, whether from (1) errors, (2)
fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or
governmental regulations that are attributable to the entity or to acts by management or
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employees acting on behalf of the entity. Because the determination of abuse is
subjective, Government Auditing Standards do not expect auditors to provide
reasonable assurance of detecting abuse.
Because an audit is designed to provide reasonable, but not absolute assurance and
because we will not perform a detailed examination of all transactions, there is a risk
that material misstatements may exist and not be detected by us. In addition, an audit is
not designed to detect immaterial misstatements or violations of laws or governmental
regulations that do not have a direct and material effect on the financial statements.
However, we will inform you of any material errors and any fraudulent financial reporting
or misappropriation of assets that come to our attention. We will also inform you of any
violations of laws or governmental regulations that come to our attention, unless clearly
inconsequential. Our responsibility as auditors is limited to the period covered by our
audit and does not extend to later periods for which we are not engaged as auditors.
Our procedures will include tests of documentary evidence supporting the transactions
recorded in the accounts, and may include tests of the physical existence of
inventories, and direct confirmation of receivables and certain other assets and
liabilities by correspondence with selected individuals, creditors, and financial
institutions. We will request written representations from your attorneys as part of the
engagement, and they may bill you for responding to this inquiry. At the conclusion of
our audit, we will also require certain written representations from you about the
financial statements and related matters.
Audit Procedures-Internal Controls
Our audit will include obtaining an understanding of the entity and its environment,
including internal control, sufficient to assess the risks of material misstatement of the
financial statements and to design the nature, timing, and extent of further audit
procedures. Tests of controls may be performed to test the effectiveness of certain
controls that we consider relevant to preventing and detecting errors and fraud that are
material to the financial statements and to preventing and detecting misstatements
resulting from illegal acts and other noncompliance matters that have a direct and
material effect on the financial statements. Our tests, if performed, will be less in scope
than would be necessary to render an opinion on internal control and, accordingly, no
opinion will be expressed in our report on internal control issued pursuant to
Government Auditing Standards.
An audit is not designed to provide assurance on internal control or to identify
significant deficiencies. However, during the audit, we will communicate to management
and those charged with governance internal control related matters that are required to
be communicated under professional standards and Government Auditing Standards.
Audit Procedures-Compliance
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As part of obtaining reasonable assurance about whether the financial statements are
free of material misstatement, we will perform tests of City of Meridian, Idaho's
compliance with the provisions of applicable laws, regulations, contracts, agreements,
and grants. However, the objective of our audit will not be to provide an opinion on
overall compliance and we will not express such an opinion in our report on compliance
issued pursuant to Government Auditing Standards.
Audit Administration, Fees, and Other
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 to protect the confidentiality of your personal information. In addition,
we will secure confidentiality agreements with all service providers to maintain the
confidentiality of your information and we will take reasonable precautions to determine
that they 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.
We understand that your employees will prepare all cash or other confirmations we
request and will locate any documents selected by us for testing.
We will provide copies of our reports to City of Meridian, Idaho; however, management
is responsible for distribution of the reports and the financial statements. Unless
restricted by law or regulation, or containing privileged and confidential information,
copies of our reports are to be made available for public inspection.
If you intend to publish or otherwise reproduce the financial statements and make
reference to our firm name, you agree to provide us with printers' proofs or masters for
our review and approval before printing. You also agree to provide us with a copy of the
final reproduced material for our approval before it is distributed. Additionally, if you
include our report or a reference to our firm name in an electronic format, you agree to
provide the complete electronic communication using or referring to our name to us for
our review and approval prior to distribution.
This engagement letter includes your authorization for us to supply you with
electronically formatted financial statements or drafts of financial statements, financially
sensitive information, spreadsheets, trial balances, or other financial data from our files,
upon your request.
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The audit documentation for this engagement is the property of Eide Bailly LLP and
constitutes confidential information. However, pursuant to authority given by law
or regulation, we may be requested to make certain audit documentation available to
granting agencies or their designee, a federal agency providing direct or indirect
funding, or the United States Government Accountability Office for purposes of a quality
review of the audit, to resolve audit findings, or to carry out oversight responsibilities.
We will notify you of any such request. If requested, access to such audit
documentation will be provided under the supervision of Eide Bailly LLP personnel.
Furthermore, upon request, we may provide photocopies of selected audit
documentation to the aforementioned parties. These parties may intend, or decide, to
distribute the copies or information contained therein to others, including other
governmental agencies.
The audit documentation for this engagement will be retained for a minimum of five
years after the report release date or for any additional period requested by the United
States Government Accountability Office. If we are aware that a federal awarding
agency or auditee is contesting an audit finding, we will contact the party(ies) contesting
the audit finding for guidance prior to destroying the audit documentation.
Kevin Smith is the engagement partner and is responsible for supervising the
engagement and signing the report.
Our fee for these services will be at our standard hourly rates plus out-of-pocket costs
(such as report reproduction, typing, postage, travel, copies, telephone, etc.) except
that we agree that our gross fee, including expenses, will not exceed $40,300. Our
standard hourly rates vary according to the degree of responsibility involved and the
experience level of the personnel assigned to your audit. Our invoices for these fees will
be rendered each month as work progresses and are payable on presentation. The
above fee is based on anticipated cooperation from your personnel and the assumption
that unexpected circumstances will not be encountered during the audit. If significant
additional time is necessary, we will discuss it with you and arrive at a new fee estimate
before we incur the additional costs.
Should our relationship terminate before our audit procedures are completed and a
report issued, you will be billed for services to the date of termination. All bills are
payable upon receipt. If collection action is necessary, expenses and reasonable
attorney's fees will be added to the amount due.
Government Auditing Standards require that we provide you with a copy of our most
recent external peer review report and any letter of comment, and any subsequent peer
review reports and letters of comment received during the period of the contract. Our
2008 peer review report accompanies this letter.
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The following procedures shall be used to resolve any disagreement, controversy or
claim that may arise out of any aspect of our services or relationship with you, including
this engagement, for any reason ("Dispute"). Specifically, we agree to first mediate
before pursuing any other legal remedies available.
All Disputes between us shall first be submitted to non-binding mediation by written
notice ("Mediation Notice") to the other party. In mediation, we will work with you to
resolve any differences voluntarily with the aid of an impartial mediator. The mediator
will be selected by mutual agreement, but if we cannot agree on a mediator, one shall
be designated by the American Arbitration Association ("AAA").
The mediation will be conducted as specified by the mediator and agreed upon by the
parties. The parties agree to discuss their differences in good faith and to attempt, with
the assistance of the mediator, to reach an amicable resolution of the Dispute.
Each party will bear its own costs in the mediation. The fees and expenses of the
mediator will be shared equally by the parties.
Either party may commence other legal remedies on a Dispute after the mediator
declares an impasse.
If any Dispute has not been resolved within ninety (90) days after the written mediation
notice, the mediation shall terminate and the Dispute will be settled by other legal
remedies.
08-09 Financial Audit w/Fide Bailly - page 15 of 16
Attachment B
PAYMENT SCHEDULE
2008-2009 Financial Audit
A. Total and complete compensation for this Agreement shall not exceed
$40,300.00. Fees will be billed for actual time worked per the rate schedule below.
Fees will be billed monthly.
TASK DESCRIPTION AMOUNT
A• Standard hourly rate for audit services. $100.00/Hr
B.
C.
D.
E.
F.
G.
H.
TOTAL $40,300.00
08-09 Financial Audit w/Fide Bailly - page 16 of 16