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HomeMy WebLinkAbout40-24 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 40-24 File Number: 2024-1676 FORVIS, LLP. (SERVICE CONTRACT): A RESOLUTION TO APPROVE THE SECOND ONE YEAR CONTRACT WITH FORVIS, LLP. FOR AUDITING SERVICES FOR THE 2024 AUDIT IN AN AMOUNT NOT TO EXCEED $175,647.00, WITH AN OPTION TO RENEW FOR UP TO THREE ADDITIONAL ONE YEAR TERMS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign the second one-year contract with Forvis, LLP for auditing services for the 2024 audit in an amount not to exceed $175,647.00, with an option to renew for up to three additional one year terms. PASSED and APPROVED on February 6, 2024 Page 1 Attest: i� _�• :j_ ; Kara Paxton, City FAYETTEVILL erk Treas er .�TO CITY OF FAYETTEVILLE ARKANSAS MEETING OF FEBRUARY 6, 2024 TO: Mayor Jordan and City Council THRU: FROM: Paul Becker, Chief Financial Officer DATE: SUBJECT: FORVIS, LLP Contract CITY COUNCIL MEMO 2024-1676 RECOMMENDATION: Staff recommends approval of the second year of a five-year contract with FORVIS, LLP for annual audit services. BACKGROUND: The City is required by Arkansas statutes to have an annual financial audit by either Legislative Audit or a Certified Public Accounting firm licensed in Arkansas. The City's bond indentures require the City to utilize the services of a private CPA firm to audit the financial statements. FORVIS, LLP was selected by the City, following the applicable rules and regulations concerning the procurement of auditing services in RFP 22-09, for a five-year contract beginning with the 2023 audit of the 2022 financial statements. Under the contract, FORVIS, LLP will provide an annual audit of the City's financial statements and a review of the City's internal control system as required by state law. In addition, FORVIS, LLP will issue a report on compliance of the City's major federal awards programs and on internal controls over compliance as required by the Uniform Guidance. The Uniform Guidance program is the primary mechanism used by federal agencies to ensure accountability for federal awards to non-federal entities. Finally, FORVIS, LLP will also provide technical assistance to the City in producing the Annual Comprehensive Financial Report (ACFR). The ACFR includes the City's financial statements, as well as, statistical information. DISCUSSION: Staff is recommending approval of the contract with FORVIS, LLP for auditing services for the 2023 annual audit. The second year of the contract with FORVIS will not exceed $175,647.00. BUDGET/STAFF IMPACT: The cost of FORVIS, LLP's services during 2024 for the 2023 audit will not exceed $175,647.00. Included in this amount is the full annual audit of all City funds, the new GASB 96 implementation review, The Reporting Software (TRS) one-time implementation cost, the annual license fee for TRS, and any time that is expended on financial statement preparation assistance by FORVIS, LLP. ATTACHMENTS: SRF (#3), 2024 Engagement Letter (#4) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2024-1676 FORVIS, LLP Contract A RESOLUTION TO APPROVE THE SECOND ONE YEAR CONTRACT WITH FORVIS, LLP. FOR AUDITING SERVICES FOR THE 2024 AUDIT IN AN AMOUNT NOT TO EXCEED $175,647.00, WITH AN OPTION TO RENEW FOR UP TO THREE ADDITIONAL ONE YEAR TERMS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign the second one-year contract with Forvis, LLP for auditing services for the 2024 audit in an amount not to exceed $175,647.00, with an option to renew for up to three additional one year terms. Page 1 Kristin Cavette Submitted By City of Fayetteville Staff Review Form 2024-1676 Item ID 2/6/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 1/17/2024 ACCOUNTING & AUDIT (131) Submitted Date Division / Department Action Recommendation: Staff recommends approval of the second year of a five year contract with FORVIS, LLP for annual audit services. Budget Impact: Various Account Number Fund Project Number Budgeted Item? Yes Does item have a direct cost? No Is a Budget Adjustment attached? No Project Title Total Amended Budget $ - Expenses (Actual+Encum) $ - Available Budget Item Cost $ - Budget Adjustment $ - Remaining Budget V20221130 Purchase Order Number: Previous Ordinance or Resolution # Change Order Number: Approval Date: Original Contract Number: Comments: The Total Amended Budget has been left blank due to the various sources of funding. FORWS 809 S. 52nd Street, Suite A / Rogers, AR 72758 P 479.845.0270 / F 479.845.0840 forvis.com January 9, 2024 City Council Lioneld Jordan, Mayor Paul Becker, Chief Financial Officer CITY OF FAYETTEVILLE, ARKANSAS 113 W. Mountain Street Fayetteville, AR 72701 We appreciate your selection of FORVIS, LLP as your service provider and are pleased to confirm the arrangements of our engagement in this contract. Within the requirements of our professional standards and any duties owed to the public, regulatory, or other authorities, our goal is to provide you an Unmatched Client Experience. In addition to the terms set forth in this contract, including the detailed Scope of Services, our engagement is governed by the following, incorporated fully by this reference: • The Reporting Solution End User License Agreement • Terms and Conditions Addendum Summary Scope of Services As described in the attached Scope of Services, our services will include the following: CITY OF FAYETTEVILLE, ARKANSAS • Audit Services for the year ended December 31, 2023 • Attestation Examination Services for the year ended December 31, 2023 • The Reporting Solution license for the December 31, 2023 Annual Comprehensive Financial Report (ACFR) • The Reporting Solution implementation services and training for the December 31, 2023 ACFR Report You agree to assume full responsibility for the substantive outcomes of the contracted services and for any other services we may provide, including any findings that may result. You also acknowledge these services are adequate for your purposes, and you will establish and monitor the performance of these services to ensure they meet management's objectives. All decisions involving management responsibilities related to these services will be made by you, and you accept full responsibility for such decisions. We understand you have designated a management -level individual(s) to be responsible and accountable for overseeing the performance of nonattest services, and you have determined this individual is qualified to conduct such oversight. FORVIS is a trademark of FORVIS, LLP, registered with the U.S. Patent and Trademark Office. �`� PRAXITT CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 2 Engagement Fees The base fee for our services will be $137,647. Included in this fee are travel costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with our services. The additional fee for implementing GASB 96, if applicable, is expected to be between $5,000 and $10,000 based on time expended. The additional fee for the initial implementation of The Reporting Solution (TRS) will be $10,000 and the additional license fee for TRS will be $3,000. The additional fee relating to drafting the current year report using The Reporting Solution (TRS), if needed, including assistance with entries in TRS related to the government wide conversion to accrual accounting will be based on time expended and is expected to be between $10,000 - $15,000. Our fees are based upon the understanding that your personnel will be available to assist us. Assistance from your personnel is expected to include: • Preparing audit schedules to support all significant balance sheet and certain other accounts • Responding to auditor inquiries • Preparing audit confirmation and other letters • Pulling selected invoices and other documents from files • Helping to resolve any differences or exceptions noted We will provide you with a detailed list of assistance and schedules required and the date such assistance and schedules are to be provided before the audit begins. All schedules should be provided in electronic form unless indicated otherwise. Our pricing for this engagement and our fee structure are based upon the expectation that our invoices will be paid promptly. Payment of our invoices is due upon receipt. Our timely completion of services and the fees thereon depends on the assistance you provide us in accumulating information and responding to our inquiries. Inaccuracies or delays in providing this information or the responses may result in additional billings, untimely filings, or inability to meet other deadlines. Assistance with New Standards Assistance and additional time as a result of the adoption of the following new standards are not included within our standard engagement fees. These fees will be based on time expended and will vary based on the level of assistance and procedures required. Governmental Accounting Standards Board Statement No. 96, Subscription -Based Information Technology Arrangements, is effective for fiscal years beginning after June 15, 2022. Early application is encouraged. Statement No. 96 addresses the accounting for the costs related to cloud computing agreements. Under this Statement, a government reports a subscription asset and subscription liability for agreements meeting the definition of a subscription -based information technology arrangement (SBITA) and to disclose essential information about the arrangement. We can assist you with the adoption by providing services which may include, but are not limited to: • Assessing your readiness by assisting with the evaluation of your: o Current controls and policies o Current internal resources and system capabilities CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 3 • Assisting with changes required to adopt Statement No. 96, including: o Recommending enhancements to existing controls and policies or suggesting new controls and policies to address Statement No. 96 o Documenting any changes from your previous IT subscription recognition and reporting methods o Drafting the required disclosures The time it will take to perform the above assistance and our additional audit procedures relating to the adoption of the Statement, and any time to assist you with the adoption, may be minimized to the extent your personnel will be available to provide timely and accurate documentation and information as requested by us. Contract Agreement Please sign and return this contract to indicate your acknowledgment of, and agreement with, the arrangements for our services including our respective responsibilities. FORVIS, LLP FOKV I5, LLP Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services, Attestation Examination Services, and Terms and Conditions Addendum, on behalf of CITY OF FAYETTEVILLE. ARKANSAS. BY DA' BY Paul Becker, Chief Financial Officer DATE 02/06/2024 CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 4 Scope of Services — Audit Services We will audit the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information and related disclosures, which collectively comprise the basic financial statements for the following entity: CITY OF FAYETTEVILLE, ARKANSAS as of and for the year ended December 31, 2023. The audit has the following broad objectives: • Obtaining reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error • Expressing opinions on the financial statements • Issuing a report on your internal control over financial reporting and compliance and other matters based on the audit of your financial statements in accordance with Government Auditing Standards • Expressing an opinion on your compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect to each of your major federal award programs in accordance with the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) • Issuing a report on your internal control over compliance in accordance with the Uniform Guidance • Issuing a report on your schedule of expenditures of federal awards You have informed us that the audited financial statements are expected to be presented along with management's Annual Comprehensive Financial Report (ACFR). Management is responsible for the other information included in the ACFR. The other information comprises the ACFR but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements will not cover the other information, and we will not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or whether the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. We will also express an opinion on whether combining individual fund statements, and the schedules of expenditures of federal and state awards ("supplementary information") is fairly stated, in all material respects, in relation to the financial statements as a whole. We will complete the auditee portion of the Form SF -SAC (Data Collection Form) through the Federal Audit Clearinghouse. We will not make the submission on your behalf. You will review a draft(s) of the submission prior to transmission and agree that you are solely responsible for approving the final draft for transmission as well as for the auditee submission and certification. We will also provide you with the following nonattest services • Preparing a draft of the financial statements and related notes, if needed • Proposing for your review and approval the adjusting entries to convert your cash -basis accounting records to accrual -basis accounting records. Management is responsible for the propriety of the accrual adjustments, if needed • Preparing a draft of the supplementary information, including the schedule of expenditures of federal awards, if needed • The Reporting Solution — license • The Reporting Solution — implementation assistance and training CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 5 You agree to assume all management responsibilities and to oversee the nonattest services we will provide by designating an individual possessing suitable skill, knowledge, and/or experience. You acknowledge that nonattest services are not covered under Government Auditing Standards. You are responsible for: • Making all management decisions and performing all management functions • Evaluating the adequacy and results of the services performed • Accepting responsibility for the results of such services • Designing, implementing, and maintaining internal controls, including monitoring ongoing activities David Coleman, Partner, is responsible for supervising the engagement and authorizing the signing of the report or reports. We will issue a written report(s) upon completion of our audit(s), addressed to the following parties: Entity Name Party Name CITY OF FAYETTEVILLE, ARKANSAS Members of the City Council You are responsible to distribute our reports to other officials who have legal oversight authority or those responsible for acting on audit findings and recommendations, and to others authorized to receive such reports. The following apply for the audit services described above: Our We will conduct our audit in accordance with auditing standards generally Responsibilities accepted in the United States of America (GAAS), the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States and the Uniform Guidance. Those standards require that we plan and perform: The audit of the financial statements to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether caused by fraud or error The audit of compliance to obtain reasonable rather than absolute assurance about whether the entity(ies) complied with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each major federal award program We will exercise professional judgment and maintain professional skepticism throughout the audit. We will identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. We will obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 6 We will also conclude, based on audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time. We will identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the entity's compliance with compliance requirements subject to audit and performing such other procedures as the auditor considers necessary in the circumstances. We will obtain an understanding of the entity's internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance, regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that the auditor identified during the audit. Limitations & Reasonable assurance is a high level of assurance but is not absolute assurance Fraud and therefore is not a guarantee that an audit that is planned and conducted in accordance with GAAS will always detect a material misstatement or material noncompliance with federal award programs when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if, there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. The risk of not detecting a material misstatement or material noncompliance resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with compliance requirements is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the entity's compliance with the requirements of the federal programs as a whole. Our understanding of internal control is not for the purpose of expressing an opinion on the effectiveness of your internal control. However, we will communicate to you in writing any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we identify during the audit. We are available to perform additional procedures with regard to fraud detection and prevention at your request, subject to completion of our normal engagement acceptance procedures. The actual terms and fees of such an engagement would be documented in a separate contract to be signed by you and FORVIS. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 7 Opinion Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add an emphasis -of -matter paragraph or other -matter paragraph(s) to our auditor's report, or if necessary, decline to express an opinion or withdraw from the engagement. If we discover conditions that may prohibit us from issuing a standard report, we will notify you. In such circumstances, further arrangements may be necessary to continue our engagement. Your Management and, if applicable, those charged with governance acknowledge Responsibilities and understand their responsibility for the accuracy and completeness of all information provided and for the following: Audit Support — to provide us with: o Unrestricted access to persons within the entity or within components of the entity (including management, those charged with governance, and component auditors) from whom we determine it necessary to obtain audit evidence o Information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, including access to information relevant to disclosures o Information about events occurring or facts discovered subsequent to the date of the financial statements, of which management may become aware, that may affect the financial statements o Information about any known or suspected fraud affecting the entity involving management, employees with significant role in internal control, and others where fraud could have a material effect on the financials o Identification and provision of report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented o Additional information that we may request for the purpose of the audit Internal Control and Compliance — for the: o Design, implementation, and maintenance of internal control relevant to compliance with laws and regulations and the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error o Alignment of internal control to ensure that appropriate goals and objectives are met; that management and financial information is reliable and properly reported; and that compliance with and identification of the laws, regulations, contracts, grants, or agreements (including any federal award programs) applicable to the entity's activities is achieved o Remedy, through timely and appropriate steps, of fraud and noncompliance with provisions of laws, regulations, contracts, or other agreements reported by the auditor o Establishment and maintenance of processes to track the status and address findings and recommendations of auditors • Accounting and Reporting — for the: o Maintenance of adequate records, selection and application of accounting principles, and the safeguard of assets CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 8 o Adjustment of the financial statements to correct material misstatements and confirmation to us in the representation letter that the effects of any uncorrected misstatements aggregated by us are immaterial, both individually and in the aggregate, to the financial statements taken as a whole o Preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America o Inclusion of the auditors' report in any document containing financial statements that indicates that such financial statements have been audited by us o Distribution of audit reports to any necessary parties The results of our tests of compliance and internal control over financial reporting performed in connection with our audit of the financial statements may not fully meet the reasonable needs of report users. Management is responsible for obtaining audits, examinations, agreed -upon procedures, or other engagements that satisfy relevant legal, regulatory, or contractual requirements or fully meet other reasonable user needs. Required Accounting principles generally accepted in the United States of America provide Supplementary for certain required supplementary information ("RSI") to accompany the basic Information financial statements. We understand the following RSI will accompany the basic financial statements: 1. Management's Discussion and Analysis ("MD&A") 2. Budgetary comparison 3. Pension and Other Postemployment Benefit information Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Management is responsible for the fair presentation of the RSI. As part of our engagement, we will apply certain limited procedures to the RSI in GAAS. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Supplementary With regard to any supplementary information that we are engaged to report on: Information • Management is responsible for its preparation in accordance with applicable criteria • Management will provide certain written representations regarding the supplementary information at the conclusion of our engagement • Management will include our report on this supplementary information in any document that contains this supplementary information and indicates we have reported on the supplementary information CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 9 • Management will make the supplementary information readily available to intended users if it is not presented with the audited financial statements Such information is: • Presented for the purpose of additional analysis of the financial statements • Not a required part of the financial statements • The responsibility of management • Subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS Written As part of our audit process, we will request from management and, if applicable, Confirmations those charged with governance written confirmation acknowledging certain Required responsibilities outlined in this contract and confirming: • The availability of this information • Certain representations made during the audit for all periods presented • The effects of any uncorrected misstatements, if any, resulting from errors or fraud 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 Peer Review Government Auditing Standards require that we provide you with a copy of our Report 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, upon request. If you would like a copy, please request from your engagement executive. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 10 Attestation Examination Services We will examine the written assertion made by management that the CITY OF FAYETTEVILLE, ARKANSAS complied with certain acts during the year ended December 31, 2023. The objective of our examination is the expression of an opinion in a written report about whether the responsible party's assertion is fairly stated in all material respects with the applicable criteria against which it is measured or evaluated. The criteria to be used consist of the requirements of Arkansas Act 15 of 1985 and the following Arkansas statutes: • Arkansas Municipal Accounting Law of 1973, § 14-59- 10 1 et seq.; • Arkansas District Courts and City Courts Accounting Law, § 16- 10-20 1 et seq.; • Improve contracts,§§ 22-9-202 - 22-9-204 • Budgets, purchases, and payments of claims, etc.,§ 14-58-20 1 et seq. and§ 14-58-30 1 et seq.; • Investment of public funds,§ 19- 1-501 et seq.; and • Deposit of public funds, §§ 19-8- 10 1 - 19-8- 107 The following apply for the attestation examination services described above: Our We will conduct our examination in accordance with attestation standards Responsibilities established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable rather than absolute assurance about whether the subject matter as measured or evaluated against the criteria is free of material misstatement. If we discover conditions that may prohibit us from issuing a standard report, we will notify you. In such circumstances, further arrangements may be necessary to continue our engagement. Limitations & Because of the inherent limitation of an examination engagement, together with Fraud the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the examination is properly planned and performed in accordance with the attestation standards. Our engagement will not include a detailed examination of every transaction and cannot be relied on to disclose all errors, fraud, or illegal acts that may exist. However, we will inform you of any such matters, if material, that come to our attention. Report We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement. If we discover conditions which may prohibit us from issuing a standard examination report, we will notify you. In such circumstances, further arrangements may be necessary to continue our engagement. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 11 Your To facilitate our engagement, management is responsible for providing a written Responsibilities assertion about the measurement or evaluation of the subject matter against the criteria, supplying us with all necessary information, and for allowing us access to personnel to assist in performing our services. It should be understood that management is responsible for the accuracy and completeness of these items, for the subject matter and the written assertion(s) referred to above, and for selecting and determining the appropriateness of the criteria. At the conclusion of our engagement, management will provide to us a letter confirming these responsibilities, whether it is aware of any material misstatements in the subject matter or assertion, and that it has disclosed all known events subsequent to the period (or point in time) of the subject matter being reported on that would have a material effect on the subject matter or assertion. Management is responsible for establishing and maintaining effective internal control over financial reporting and setting the proper tone; creating and maintaining a culture of honesty and high ethical standards; and establishing appropriate controls to prevent, deter, and detect fraud and illegal acts. Management is also responsible for identifying and ensuring compliance with the laws and regulations applicable to your activities and for establishing and maintaining effective internal control over compliance. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 12 Scope of Services — The Reporting Solution License and Related Implementation Services and Training We will provide access to and use of The Reporting Solution (TRS) which is a web -based Annual Comprehensive Financial Report (ACFR) preparation software for the December 31, 2023 ACFR. FORVIS will assist with the ACFR building in TRS based upon your objectives and will provide certain limited training with respect to your use of TRS. Specifically, FORMS will: ACFR Building • Assist with assessing initial data available for use in TRS • Assist with converting and importing initial data into TRS • Assist with configuration of TRS • Assist with formatting the ACFR • Provide introductory training related to TRS Ongoing Services • Provide support related to questions and issues related to TRS • Provide post-ACFR build training related to TRS • Provide assistance in preparing the ACFR, if needed The following apply for the TRS services described above: End User License Terms and conditions related to TRS are set forth in the attached End User Agreement License Agreement (EULA). The executed EULA is required for access and use of TRS. Your It is your responsibility to ensure that the appropriate level of due diligence Responsibilities related to the ACFR building in TRS in connection with this agreement has been performed. This includes determining whether TRS possesses the appropriate level of functionality and performance for your current and future needs. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 13 The Reporting Solution End User License Agreement Please read this document carefully because it explains the legal rights and obligations inherent to your ability to access and use The Reporting Solution This End User License Agreement ("EULA") governs use of The Reporting Solution and any related, upgraded, or substitute for the web application, software, and services provided by or on behalf of FORVIS, LLP ("FORVIS") relating to preparation of certain financial reports ("Software"). By accessing and/or using the Software, you and the entity you are working for or on behalf of agree to be bound by the terms of this EULA, although this EULA does not abrogate any other contract or understanding regarding the Software and your relationship with FORVIS, e.g., a sales contract, purchase agreement, privacy policy, disclaimer, etc., relating to the Software and/or services provided by FORVIS. This EULA is effective as of the first time the Software is accessed and it will remain in effect —in its current or any future amended form —for however long the Software is used or until another EULA is executed. Some of the obligations in this EULA survive and extend beyond the term of this EULA and/or the point in time after which you voluntarily or involuntarily stop accessing or using the Software. 1. License Grant By providing credentials to access the Software, FORVIS grants you a nonexclusive, nontransferable, non-sublicensable, limited right, and license to use the Software on compatible devices you own or control for preparation of financial reports for your entity in a single, given reporting year (the "License"). The rights granted under the License are subject to the terms of this EULA as well as any prior or future contract you have or may enter into with FORVIS or that you may otherwise be explicitly or implicitly required to follow owing to your employment by or fiduciary or other duty of care owed to an entity doing business with FORVIS. You (both personally and in any representative capacity you may or do have for a particular entity) may only make use of the License if you comply with all applicable terms, including but not limited to this EULA. The Software is licensed, not sold, under this License. The License does not grant any title or ownership in the Software. Any individual accessing the Software is expressly representing that they have the authority and ability to act on behalf of an entity that possesses the ability to access and use the Software, and you and that entity will be jointly and severally responsible for any and all actions taken by an actor using credentials, irrespective of whether that person has the actual authority or ability to act on behalf of that entity. 2. Conditions & Restrictions on Use Pursuant to the License You may not and will not do, attempt to do, or otherwise attempt to have anyone else do on your behalf or for your benefit any of the following with respect to the Software: (a) copy, reproduce, distribute (including via a network server), display, or use it in a way that is not expressly authorized by FORVIS (either via this EULA or some other written instrument); (b) sell, rent, lease, license, distribute, transfer, or use it in a manner that actually or is reasonably likely to harm FORVIS or its existing or future business prospects; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any security technology or proprietary notice or label included in it; (e) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (f) use, export, or re-export it in violation of any applicable law or regulation; or (g) deliberately or negligently access or use it in a manner that transmits or propagates any virus, Trojan horse, worm, bomb, and/or corrupted or malicious files or that otherwise threatens, defames, disparages, harasses, or endangers the integrity of any person or entity, the Software, FORMS' hardware and networks, the hardware and networks of any other user of the Software or other person or entity, and/or any data and information inherent to any of the same. In the event you gain access to data or information of others and/or to functionality in the Software, either of which is beyond the scope or intent of the understanding by which credentials were originally granted to you, you will notify FORVIS as soon as is reasonably practical. Further, you will not copy, alter, delete, use, or otherwise exploit such data, information, and/or functionality and, instead, will treat it with and use the highest degree of care necessary to protect its confidentiality. These obligations of notification and confidentiality will survive the termination of this EULA. 3. Disclaimers & Limitation of Liability Except to the extent an explicit warranty or representation is made in a separate, written contract, the Software is provided on an "as is" and "as available" basis, "with all faults" and without warranty of any kind. FORVIS, its licensors, its and their affiliates, successors, and assigns disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Software, including without limitation all express, implied, and statutory warranties and conditions of any kind. Without limiting the generality of the foregoing, FORVIS, its licensors, its and their affiliates, successors, and assigns make no warranty that (1) that the operation of the Software or Services will be uninterrupted, bug free, or error free in any or all circumstances, or (2) that any defects in the Software or Services can or will be corrected. This paragraph will apply to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, neither FORVIS, nor its licensors, nor its or their affiliates, nor any of FORVIS' agents or service providers (collectively, the "FORVIS Parties"), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the Software. Further, to the maximum extent permitted by applicable law and in the absence of any contrary written agreement, the aggregate liability of the FORVIS Parties arising out of or in connection with this EULA will not exceed the total amounts you have paid to FORVIS for the Software. These CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 14 limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation. For the avoidance of any doubt, these provisions shall survive termination or expiration of this EULA. 4. Indemnity You are responsible for any damage caused to FORVIS and/or any other person or entity that has a right to use the Software and was harmed as a result of your violation of this EULA. YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND KEEP INDEMNIFIED FORVIS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES, DAMAGES, AND ALL COSTS (INCLUDING LAWYERS' FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR MISUSE OF THE SOFTWARE. For the avoidance of any doubt, this provision shall survive termination or expiration of this EULA. 5. Termination This EULA will terminate concurrently according to the understanding by which credentials were originally granted for access and use of the Software. FORVIS reserves the right to terminate this EULA, without cause, with at least 30 days' written notice to you. FORVIS may immediately terminate this EULA if it reasonably concludes that doing so is warranted under the circumstances due to unlawful use or failure to pay. 6. Changes to this EULA by FORVIS FORVIS reserves the right, in its sole and absolute discretion, to revise, supplement, and/or delete certain terms of this EULA for security, legal, best practice, or regulatory reasons, provided that any such revisions, supplements, and/or deletions do not contravene any separate written agreement between you and FORVIS. Such changes will be effective with or, as applicable, without prior notice to you. You can review the most current version of this EULA in the Software or by requesting the same from FORVIS. You are responsible for checking this EULA periodically for changes. Your continued use of the Product following any revision to this EULA constitutes your acceptance of any and all such changes. 7. Other Terms This Agreement and any document or information referred to in this EULA constitute the entire agreement between you and FORVIS relating to the subject matter covered by this EULA. All other communications, proposals, and representations with respect to the subject matter covered by this EULA are excluded and, instead, must be memorialized in a separate written agreement executed by an authorized representative of each party involved. If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal, or unenforceable, that provision will be, to the extent required, deemed to be deleted, and the validity and enforceability of the other provisions of this EULA will not be affected. If any invalid, unenforceable, or illegal provision of this EULA would be valid, enforceable, and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable to reflect the intent of this EULA. Any action by FORVIS to exercise, or its failure or delay in exercising, any of its rights under this Agreement will not be deemed a waiver of those or any other rights or remedies available in contract, at law, or in equity. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. To the extent permitted by applicable law, this EULA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including noncontractual disputes or claims) are governed by and construed in accordance with the laws of the United States and the State of Texas, without giving effect to any principles of conflicts of laws. This EULA shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this EULA. FORVIS' obligations are subject to existing laws and legal process, and FORVIS may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement. CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 15 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the E ec FORVIS LLY,-,// CITY OFF YET By: By: Name: /.o �_(rl %� �,� /�/�+�C4 n Name: Lioneld J Title: f { Y' C-- �` Title: Mayor CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 16 FORVIS, LLP Terms and Conditions Addendum GENERAL Overview. This addendum describes FORVIS LLP's standard terms and conditions ("Terms and Conditions") applicable to Our provision of services to the Client ("You"). The Terms and Conditions are a part of the contract between You and FORVIS, LLP. For the purposes of the Terms and Conditions, any reference to "Firm," "We," "Us," or "Our" is a reference to FORVIS, LLP ("FORVIS"), and any reference to "You" or "Your" is a reference to the party or parties that have engaged Us to provide services and the party or parties ultimately responsible for payment of Our fees and costs. BILLING, PAYMENT, & TERMINATION Billing and Payment Terms. We will bill You for Our professional fees and costs as outlined in Our contract. Unless otherwise provided in Our contract, payment is due upon receipt of Our billing statement. All fees, charges, and other amounts payable to FORVIS hereunder do not include any sales, use, excise, value-added, or other applicable taxes, tariffs, or duties, payment of which shall be Your sole responsibility, and do not include any applicable taxes based on FORVIS' net income or taxes arising from the employment or independent contractor relationship between FORVIS and FORVIS' personnel. We reserve the right to suspend or terminate Our work for this engagement or any other engagement for nonpayment of fees. If Our work is suspended or terminated, You agree that We will not be responsible for Your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against You resulting from Your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of Our services. Our fees may increase if Our duties or responsibilities are increased by rulemaking of any regulatory body or any additional new accounting or auditing standards. Our engagement fees do not include any time for post -engagement consultation with Your personnel or third parties, consent letters and related procedures for the use of Our reports in offering documents, inquiries from regulators, or testimony or deposition regarding any subpoena. Charges for such services will be billed separately. Billing Records. If these services are determined to be within the scope and authority of Section 1861(v)(1)(1) of the Social Security Act, We agree to make available to the Secretary of Health and Human Services, or to the U.S. Comptroller General, or any of their duly authorized representatives, such of Our books, documents, and records that are necessary to certify the nature and extent of Our services, until the expiration of four (4) years after the furnishing of these services. This contract allows access to contracts of a similar nature between subcontractors and related organizations of the subcontractor, and to their books, documents, and records. 4. Termination. Either party may terminate these services in good faith at any time for any reason, including Your failure to comply with the terms of Our contract or as We determine professional standards require. Both parties must agree, in writing, to any future modifications or extensions. If services are terminated, You agree to pay FORVIS for time expended to date. In addition, You will be billed costs and fees for services from other professionals, if any, as well as an administrative fee of five (5) percent to cover certain technology and administrative costs associated with Our services. Unless terminated sooner in accordance with its terms, this engagement shall terminate upon the completion of FORVIS' services hereunder. DISPUTES & DISCLAIMERS Mediation. Any dispute arising out of or related to this engagement will, prior to resorting to litigation, be submitted for nonbinding mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The mediator will be selected by agreement of the parties. The mediation proceeding shall be confidential. Each party will bear its own costs in the mediation, but the fees and expenses of the mediator will be shared equally. Indemnification. Unless disallowed by law or applicable professional standards, You agree to hold FORVIS harmless from any and all claims which arise from knowing misrepresentations to FORVIS, or the intentional withholding or concealment of information from FORVIS by Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. You also agree to indemnify FORVIS for any claims made against FORVIS by third parties, which arise from any wrongful actions of Your management or any partner, principal, shareholder, officer, director, member, employee, agent, or assign of Yours. The provisions of this paragraph shall apply regardless of the nature of the claim. Statute of Limitations. You agree that any claim or legal action arising out of or related to this contract and the services provided hereunder shall be commenced no more than two (2) years from the date of delivery of the work product to You or the termination of the services described herein (whichever is earlier), regardless of any statute of limitations prescribing a longer period of time for commencing such a claim under law. This time limitation shall apply regardless of whether FORVIS performs other or subsequent services for You. A claim is understood to be a demand for money or services, demand for mediation, or the service of suit based on a breach of this contract or the acts or omissions of FORVIS in performing the services provided herein. This provision shall not apply if enforcement is disallowed by applicable law or professional standards. Limitation of Liability. You agree that FORVIS' liability, if any, arising out of or related to this contract and the services provided hereunder, shall be limited to the amount of the fees paid by You for services rendered under this contract. This limitation shall not apply to the extent it is finally, judicially determined that the liability resulted from the intentional or willful misconduct of FORVIS or if enforcement of this provision is disallowed by applicable law or professional standards. Waiver of Certain Damages. In no event shall FORVIS or the City be liable to each other or a third party for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to goodwill or reputation, regardless of whether You were advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability, or otherwise. 10. Choice of Law. You acknowledge and agree that any dispute arising out of or related to this contract shall be governed by the laws of the State of Arkansas, without regard to its conflict of laws principles. 11. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. 12. Severability. In the event that any term or provision of this agreement shall be held to be invalid, void, or unenforceable, then the remainder of this agreement shall not be affected, and each such term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. 13. Assignment. You acknowledge and agree that the terms and conditions of this contract shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations. 14. Disclaimer of Legal or Investment Advice. Our services do not constitute legal or investment advice. RECORDS, WORKPAPERS, DELIVERABLES, & PROPRIETARY INFORMATION 15. Maintenance of Records. You agree to assume full responsibility for maintaining Your original data and records and that FORVIS has no responsibility to maintain this information. You agree You will not rely on FORVIS to provide hosting, electronic security, or backup services, e.g., business continuity or disaster recovery services, to You unless separately engaged to do so. You understand that Your access to data, records, and information from FORVIS' servers, i.e., FORVIS portals used to exchange information, can be terminated at any time and You will not rely on using this to host Your data and records. 16. FORVIS Workpapers. Our workpapers and documentation retained in any form of media for this engagement are the property of FORVIS. We can be compelled to provide information under legal process. In addition, We may be requested by regulatory or enforcement bodies (including any State Board) to make certain workpapers available to them CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 17 pursuant to authority granted by law or regulation. Unless We are prohibited from doing so by law or regulation, FORVIS will inform You of any such legal process or request. You agree We have no legal responsibility to You in the event We determine We are obligated to provide such documents or information. 17. Subpoenas or Other Legal Process. In the event FORVIS is required to respond to any such subpoena, court order, or any government regulatory inquiry or other legal process relating to You or Your management for the production of documents and/or testimony relative to information We obtained or prepared incident to this or any other engagement in a matter in which FORVIS is not a party, You shall compensate FORVIS for all time We expend in connection with such response at normal and customary hourly rates and to reimburse Us for all out-of-pocket expenses incurred in regard to such response. 18. Use of Deliverables and Drafts. You agree You will not modify any deliverables or drafts prepared by Us for internal use or for distribution to third parties. You also understand that We may on occasion send You documents marked as draft and understand that those are for Your review purpose only, should not be distributed in any way, and should be destroyed as soon as possible. Our report on any financial statements must be associated only with the financial statements that were the subject of Our engagement. You may make copies of Our report, but only if the entire financial statements (exactly as attached to Our report, including related footnotes) and any supplementary information, as appropriate, are reproduced and distributed with Our report. You agree not to reproduce or associate Our report with any other financial statements, or portions thereof, that are not the subject of Our engagement. 19. Proprietary Information. You acknowledge that proprietary information, documents, materials, management techniques, and other intellectual property are a material source of the services We perform and were developed prior to Our association with You. Any new forms, software, documents, or intellectual property We develop during this engagement for Your use shall belong to Us, and You shall have the limited right to use them solely within Your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements, and other documents which We make available to You are confidential and proprietary to Us. Neither You, nor any of Your agents, will copy, electronically store, reproduce, or make any such documents available to anyone other than Your personnel. This provision will apply to all materials whether in digital, "hard copy" format, or other medium. REGULATORY 20. U.S. Securities and Exchange Commission ("SEC") and other Regulatory Bodies. Where We are 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. 21. Offering Document. You may wish to include Our report(s) on financial statements in an exempt offering document. You agree that any report, including any auditor's report, or reference to Our firm, will not be included in any such offering document without notifying Us. Any agreement to perform work in connection with an exempt offering document, including providing agreement for the use of the auditor's report in the exempt offering document, will be a separate engagement. Any exempt offering document issued by You with which We are not involved will clearly indicate that We are not involved by including a disclosure such as, TORVIS, LLP, our independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. FORVIS, LLP also has not performed any procedures relating to this offering document." 22. FORVIS Not a Municipal Advisor. FORVIS is not acting as Your municipal advisor under Section 15B of the Securities Exchange Act of 1934, as amended. As such, FORVIS is not recommending any action to You and does not owe You a fiduciary duty with respect to any information or communications regarding municipal financial products or the issuance of municipal securities. You should discuss such matters with internal or external advisors and experts You deem appropriate before acting on any such information or material provided by FORVIS. 23. FORVIS Not a Fiduciary. In providing Our attest services, We are required by law and our professional standards to maintain our independence from You. We take this mandate very seriously and thus guard against impermissible relationships which may impair the very independence which You and the users of Our report require. As such, You should not place upon Us special confidence that in the performance of Our attest services We will act solely in Your interest. Therefore, You acknowledge and agree We are not in a fiduciary relationship with You and We have no fiduciary responsibilities to You in the performance of Our services described herein. TECHNOLOGY 24. Electronic Sites. You agree to notify Us if You desire to place Our report(s), including any reports on Your financial statements, along with other information, such as a report by management or those charged with governance on operations, financial summaries or highlights, financial ratios, etc., on an electronic site. You recognize that We have no responsibility to review information contained in electronic sites. 25. Electronic Signatures and Counterparts. This contract and other documents to be delivered pursuant to this contract may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this contract are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this contract or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 18 facsimile delivered via the internet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software, will have the same effect as physical delivery of the paper document bearing an original signature. 26. Electronic Data Communication and Storage. In the interest of facilitating Our services to You, We may send data over the internet, temporarily store electronic data via computer software applications hosted remotely on the internet, or utilize cloud -based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, We employ measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with Our obligations under applicable laws, regulations, and professional standards. You recognize and accept that We have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by Us. You consent to Our use of these electronic devices and applications during this engagement. OTHER MATTERS 27. Cooperation. You agree to cooperate with FORVIS in the performance of FORVIS' services to You, including the provision to FORVIS of reasonable facilities and timely access to Your data, information, and personnel. You shall be responsible for the performance of Your employees and agents. 28. Third -Panty Service Providers. FORVIS may from time to time utilize third -party service providers, including but not limited to domestic software processors or legal counsel, or disclose confidential information about You to third -party service providers in serving Your account. FORVIS maintains, however, internal policies, procedures, and safeguards to protect the confidentiality and security of Your information. In addition, FORVIS will secure confidentiality agreements with all service providers to maintain the confidentiality of Your information. If We are unable to secure an appropriate confidentiality agreement, You will be asked to consent prior to FORVIS sharing Your confidential information with the third - party service provider. 29. Independent Contractor. When providing services to You, We will be functioning as an independent contractor; and in no event will We or any of Our employees be an officer of You, nor will Our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to You. Decisions regarding management of Your business remain the responsibility of Your personnel at all times. Neither You nor FORVIS shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 30. Use of FORVIS Name. Any time You intend to reference FORVIS' firm name in any manner in any published materials, CITY OF FAYETTEVILLE, ARKANSAS January 9, 2024 Page 19 including on an electronic site, You agree to provide Us with draft materials for review and approval before publishing or posting such information. 31. Praxity. FORVIS is an independent accounting firm allowed to use the name "Praxity' in relation to its practice. FORVIS is not connected, however, by ownership with any other firm using the name "Praxity." FORMS will be solely responsible for all work carried out on Your behalf. In deciding to engage FORVIS, You acknowledge that We have not represented to You that any other firm using the name "Praxity" will in any way be responsible for Our work. 32. Entire Agreement. The contract, including this Terms and Conditions Addendum and any other attachments or addenda, encompasses the entire agreement between You and FORVIS and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this contract must be made in writing and signed by both You and FORVIS. 33. Force Majeure. We shall not be held responsible for any failure to fulfill Our obligations if such failure was caused by circumstances beyond Our control, including, without limitation, fire or other casualty, act of God, act of terrorism, strike or labor dispute, war or other violence, explosion, flood or other natural catastrophe, epidemic or pandemic, or any law, order, or requirement of any governmental agency or authority affecting either party, including without limitation orders incident to any such epidemic or pandemic, lockdown orders, stay-at-home orders, and curfews.