HomeMy WebLinkAbout45-25 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 45-25
File Number: 2025-103
FORVIS MAZARS, LLP. (SERVICE CONTRACT):
A RESOLUTION TO APPROVE THE THIRD ONE YEAR CONTRACT WITH FORVIS, LLP. FOR AUDITING
SERVICES FOR THE 2024 AUDIT IN AN AMOUNT NOT TO EXCEED $165,000.00, WITH AN OPTION TO
RENEW FOR UP TO TWO 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 Rawn to sign the third
one-year contract with Forvis, LLP for auditing services for the 2024 audit in an amount not to exceed $165,000.00,
with an option to renew for up to two additional one year terms.
PASSED and APPROVED on February 4, 2025
Approved: Attest:
Molly Rawn, Mayor Kara Paxton, City Clerk Treasurer
Page 1
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF FEBRUARY 4, 2025
TO: Mayor Rawn and City Council
THRU:
FROM: Paul Becker, Chief Financial Officer
SUBJECT: FORVIS Mazars, LLP Contract
RECOMMENDATION:
CITY COUNCIL MEMO
2025-103
Approval of the third year of a five-year contract with FORVIS Mazars, LLP for annual audit services for the
City's 2024 Financial Audit.
BACKGROUND:
The City is required by Arkansas statutes to have an annual financial audit by either the Legislative Audit or a
Certified Public Accounting firm licensed in Arkansas. Due to the requirements of the City's bond indentures,
the City has utilized the services of a private CPA firm to perform these mandated financial audits.
FORVIS Mazars, 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. Under
the contract, FORVIS Mazars, 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 Mazars, LLP will issue a
report on compliance for 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 Mazars, 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 Mazars, LLP for auditing services of the 2024
financial statements.
BUDGET/STAFF IMPACT:
The base cost of the 2024 audit is $144,529. Additional costs for technology licensing, reporting, etc. will also
be incurred. The audit cost has been budgeted in the various funds of the City for the 2025 budget.
ATTACHMENTS: SRF (#3) , 2025 Engagement Letter For 2024 Audit (#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 #: 2025-103
FORVIS Mazars, LLP Contract
A RESOLUTION TO APPROVE THE THIRD ONE YEAR CONTRACT WITH FORVIS, LLP. FOR
AUDITING SERVICES FOR THE 2024 AUDIT IN AN AMOUNT NOT TO EXCEED $165,000.00,
WITH AN OPTION TO RENEW FOR UP TO TWO 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 Rawn
to sign the third one-year contract with Forvis, LLP for auditing services for the 2024 audit in an amount
not to exceed $165,000.00, with an option to renew for up to two additional one year terms.
Page 1
Kristin Cavette
Submitted By
City of Fayetteville Staff Review Form
2025-103
Item ID
2/4/2025
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
1/15/2025 ACCOUNTING & AUDIT (131)
Submitted Date Division / Department
Action Recommendation:
Approval of the third year of a five year contract for FORVIS Mazars, LLP for annual audit services
Budget Impact:
xxxx.xxx.xxxx-5307.00
Multiple
Account Number Fund
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Project Title
Total Amended Budget
$ -
Expenses (Actual+Encum)
$ -
Available Budget
Item Cost
$ -
Budget Adjustment
$ -
Remaining Budget
V20221130
Previous Ordinance or Resolution #
Approval Date:
Forvis Mazars, LLP
5115 W. JB Hunt Drive
Rogers, AR 72758
P 479.845.0270 1 F 479.845.0840
forvismazars.us
January 7, 2025
City Council
Molly A. Rawn, Mayor
Paul Becker, Chief Financial Officer
CITY OF FAYETTEVILLE, ARKANSAS
113 W Mountain Street
Fayetteville, AR 72701
forws
mazars
We appreciate your selection of Forvis Mazars, 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, 2024
• Attestation Examination Services for the year ended December 31, 2024
• The Reporting Solution license for the year ended December 31, 2024
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 Mazars, LLP is an independent member of Forvis Mazars Global Limited
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 2
Engagement Fees
The base fee for our services will be $144,529. Included in this fee are travel costs and fees for service
from other professionals, if any, as well as an administrative fee of five (5)% to cover certain technology
and administrative costs associated with our services. The additional license fee for The Reporting Solution
(TRS) will be $3,000.
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 confirmations 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.
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.
ForvK Ma►zain, W
Forvis Mazars, LLP
Acknowledged and agreed to as it relates to the entire contract, including the Scope of Services, The
Reporting Solution End User License Agreement, and Terms and Conditions Addendum, on behalf
of CITY OF FAYETTEVILLE, ARKANSAS.
BY `/
Molly Rawn, Mayor
DATE February 4, 2025
E-SIGNED by Paul Becker
BY on 2025-02-10 12:58:34 CST
Paul Becker, Chief Financial Officer
DATE February 4, 2025
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 3
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, AKANSAS as of and for the year ended December 31, 2024
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 the combining individual fund statements, and the schedules
of expenditures of federal and state awards (supplementary information) are 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 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 schedule of expenditures of federal awards
• The Reporting Solution — license
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
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 4
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 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.
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.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 5
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 Mazars.
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.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 6
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
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
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 7
Preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United
States of America
Inclusion of the auditors' report in any document containing financial
statements that indicates that such financial statements have been
audited by us
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.
• Management will make the supplementary information readily available to
intended users if it is not presented with the audited financial statements.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
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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 7, 2025
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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, 2024.
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 7, 2025
Page 10
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 7, 2025
Page 11
Scope of Services — The Reporting Solution License and Related 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 year ended December 31, 2024.
Forvis Mazars will provide certain limited training with respect to your use of TRS. Specifically, Forvis
Mazars will:
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
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 7, 2025
Page 12
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 Mazars, LLP ("Forvis Mazars") 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 Mazars, e.g., a sales contract, purchase agreement, privacy policy, disclaimer, etc., relating to the Software
and/or services provided by Forvis Mazars. 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 Mazars 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 Mazars 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 Mazars. 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 Mazars (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 Mazars 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, Forvis Mazars' 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 Mazars 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 Mazars, 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 Mazars, 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 Mazars, nor its licensors, nor its or their affiliates, nor any of Forvis Mazars'
agents or service providers (collectively, the "Forvis Mazars 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
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 13
Mazars Parties arising out of or in connection with this EULA will not exceed the total amounts you have paid to Forvis Mazars for the
Software. These 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 Mazars 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 Mazars 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 Mazars reserves the right to terminate this EULA, without cause, with at least 30 days' written notice to you. Forvis Mazars
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 Mazars
Forvis Mazars 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 Mazars. 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 Mazars. 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 Mazars
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 Mazars 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 Mazars' obligations are subject to existing laws and legal process, and Forvis Mazars may comply with law enforcement or regulatory
requests or requirements despite any contrary term in this Agreement.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 14
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Forvis Mazar LLp /
Name: �_X', vi'G� t� ►N� L
Title:
CITY OF FAYETTEVILLE, ARKANSAS
By:
J's,,
Name: Molly Rawn
Title: Mavor
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 14
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Forvis Mazars, LLP
By:
Name:
Title:
CITY OF FAYETTEVILLE, ARKANSAS
Name: Molly Rawn
Title:
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 15
Forvis Mazars, LLP Terms and Conditions Addendum
GENERAL
Overview. This addendum describes Forvis Mazars, 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 Mazars, LLP. For the purposes of the Terms and
Conditions, any reference to "Firm," "We," "Us," or "Our" is a
reference to Forvis Mazars, LLP ("Forvis Mazars"), 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. Interest will be charged on any
unpaid balance after 30 days at the rate of 10 percent per
annum, or as allowed by law at the earliest date thereafter, and
highest applicable rate if less than 10 percent. All fees, charges,
and other amounts payable to Forvis Mazars 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 Mazars' net income or taxes arising from the
employment or independent contractor relationship between
Forvis Mazars and Forvis Mazars' 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.
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 Mazars 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
Mazars' 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 Mazars
harmless from any and all claims which arise from knowing
misrepresentations to Forvis Mazars, or the intentional
withholding or concealment of information from Forvis Mazars
by Your management or any partner, principal, shareholder,
officer, director, member, employee, agent, or assign of Yours.
You also agree to indemnify Forvis Mazars for any claims made
against Forvis Mazars 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
Mazars 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 Mazars 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 Mazars' 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 Mazars or if enforcement of this
provision is disallowed by applicable law or professional
standards.
Waiver of Certain Damages. In no event shall Forvis Mazars
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 either party was 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.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 16
16. Forvis Mazars Workpapers. Our workpapers and
documentation retained in any form of media for this
engagement are the property of Forvis Mazars. 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 pursuant to authority granted by law or
regulation. Unless We are prohibited from doing so by law or
regulation, Forvis Mazars 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
Mazars 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 Mazars is not a party, You shall
compensate Forvis Mazars 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.
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
19
not constitute legal or investment advice. You should seek the
advice of legal counsel in such matters. Regulatory authorities
may interpret circumstances differently than We do. In addition,
the applicable laws, regulations, and regulators' enforcement
activities may change over time.
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 Mazars has no responsibility to maintain this
information. You agree You will not rely on Forvis Mazars 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 Mazars' servers,
i.e., Forvis Mazars 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.
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.
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, "Forvis Mazars, 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 Mazars, LLP also has not performed any
procedures relating to this offering document."
22. Forvis Mazars Not a Municipal Advisor. Forvis Mazars is not
acting as Your municipal advisor under Section 15B of the
Securities Exchange Act of 1934, as amended. As such, Forvis
Mazars 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 Mazars.
23. Forvis Mazars 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.
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 17
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
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 Mazars in
the performance of Forvis Mazars' services to You, including
the provision to Forvis Mazars 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 -Party Service Providers. Forvis Mazars 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 Mazars
maintains, however, internal policies, procedures, and
safeguards to protect the confidentiality and security of Your
information. In addition, Forvis Mazars 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 Mazars sharing Your
confidential information with the third -party service provider.
25. Electronic Signatures and Counterparts. This contract and 29. Independent Contractor. When providing services to You, We
other documents to be delivered pursuant to this contract may will be functioning as an independent contractor; and in no
be executed in one or more counterparts, each of which will be event will We or any of Our employees be an officer of You, nor
deemed to be an original copy and all of which, when taken will Our relationship be that of joint venturers, partners,
together, will be deemed to constitute one and the same employer and employee, principal and agent, or any similar
CITY OF FAYETTEVILLE, ARKANSAS
January 7, 2025
Page 18
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 Mazars 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. Hiring of Forvis Mazars Personnel. We ask that You respect
the employment relationship that Our personnel have with Our
firm and to refrain from any employment offers to Forvis Mazars
personnel. However, if You find it necessary to make an offer
of employment and if it is accepted, during the term of this
engagement and for a period of 18 months after Forvis Mazars
stops providing services, You agree that We will be paid a one-
time employment fee equal to 100 percent of the employee's
highest annual salary. This fee will be payable prior to Our
personnel commencing employment with You. Provided,
however, You shall not be in violation of the nonsolicitation
covenant set forth herein with respect to any position You
advertise in the form of a general solicitation not delivered to or
focused upon any single individual.
31. Use of Forvis Mazars Name. Any time You intend to reference
Forvis Mazars' firm name in any manner in any published
materials, including on an electronic site, You agree to provide
Us with draft materials for review and approval before
publishing or posting such information.
32. Network. Forvis Mazars, LLP is a Delaware limited liability
partnership and an independent member of Forvis Mazars
Global Ltd., a leading global professional services network.
Forvis Mazars Global Ltd. is a United Kingdom company limited
by guarantee and does not provide any services to clients.
33. Entire Agreement. The contract, including this Terms and
Conditions Addendum and any other attachments or addenda,
encompasses the entire agreement between You and Forvis
Mazars 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 Mazars.
34. 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.
