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
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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
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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
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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
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By: By:
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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.