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HomeMy WebLinkAbout151-07 RESOLUTIONRESOLUTION NO. 151-07 A RESOLUTION TO APPROVE AN ANNUALLY RENEWABLE FIVE YEAR CONTRACT WITH BKD, LLP IN THE AMOUNT OF $75,000.00 FOR THIS YEAR • • • • WHEREAS, the Accounting Division issued a Request for Qualifications for the outside, independent accounting firm to perform an annual audit of the City's books and ledgers; and WHEREAS, BKD, LLP was selected to continue as the City's independent auditor; and WHEREAS, BKD,LLP agreed to the attached contract for its auditing services at a cost of $75,000.00 for 2007.00. • NOW, THEREFORE, 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 approves the selection of BKD, LLP and approves the Contract (attached as Exhibit A) with BKD, LLP in the amount of $75,000.00 for 2007 audit and accounting work and advice pursuant to the contract and authorizes Mayor Coody to execute the contract. PASSED and APPROVED this 23rd day of August, 2007. APPROVED By: DAN COODY, Mayor Al PEST: By o`oviowillIff .K/TR�''." C,\-- `SG S.•- ••G\SY O,r •."X• z =U• • :FAYETTEVILLE: ;,�croc% %%%% SONDRA E .SMITH, City Clerk/Treasurer CONTRACT 2� This professional services contract is executed this aJ TAday of uti St, 2007 by and between the City of Fayetteville, Arkansas, hereinafter called the City, and BKD, LLP. WHEREAS, the City has issued a Request for Proposal for Independent Audit; and WHEREAS, BKD, LLP has submitted a proposal to provide such professional services; WITNESSETH: IN CONSIDERATION of mutual promises of the parties contained herein and other good and valuable consideration, the parties agree as follows: 1. BKD, LLP shall provide the City with the necessary professional services to audit all funds including those which are covered under the provisions of the Single Audit Act. 2. The term of the contract shall run from the date of execution and shall automatically renew each year, subject to budget approval by the governing body of the City, for such terms as are required to perform the contracted professional auditing services for the fiscal years ending December 31, 2007 through December 31, 2011. 3. The professional accounting services shall be provided in accordance with the terms and conditions set forth in the Request for Proposal, attached hereto and m arked Exhibit "A;" the Proposal to Provide Services, attached hereto and marked Exhibit "B;" and the Engagement Letter, attached hereto and marked Exhibit "C". Each of these Exhibits are hereby incorporated by reference as if set forth word for word in their entirety. 4. BKD, LLP shall be compensated for services rendered under this contract in accordance with the terms and conditions set forth in the Exhibits. No work shall be performed beyond the present scope of this contract without express prior approval by the governing body of the City. 5. The City or BKD, LLP shall have the right to terminate the contract upon 30 days written notice. 6. In the event of a conflict between any terms and conditions of this contract and the Exhibits, the terms and conditions of the Exhibits shall take precedence in the following order: this Contract, Exhibit "C", Exhibit "B" and Exhibit "A". 7. Neither party may assign any of its rights or delegate any of its obligations under this agreement, without the express written consent of the other. 8. It is agreed that the failure of any party to invoke any of the available remedies under this agreement or under law in the event of one or more breaches or defaults by any party under the agreement shall not be construed as a waiver of such provisions and conditions and shall not prevent the parties from invoking such remedies in the event of any future breach or default. 9. Each paragraph of this agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 10. This agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. 11. This agreement contains the entire agreement of both parties hereto, and no other oral or written agreement shall be binding on the parties hereto. This agreement supersedes all prior agreements, contracts and understandings of any kind between the parties relating to the subject matter hereof. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this professional services contract on or as of the date first written above. ATTEST: =Us°%n: :FAYETTEVILLE; F. QJ�%skANSP° ‘ '''?"1N1,kcv& r� Sondra Smith, City Clerk CITY 0 _ FAYETTEVILLE Dan Coody, Mayor BKD, LLP By: ' •••- I ivr — laKO July 24, 2007 Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas 113 West Mountain Fayetteville, AR 72701 We are pleased to confirm the arrangements of our engagement and the nature of the services we will provide to the City of Fayetteville, Arkansas. ENGAGEMENT OBJECTIVES We will audit the basic financial statements of the City of Fayetteville, Arkansas as of and for the year ended December 31, 2007; in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States and U S Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Nonprofit Organizations. The objectives of our audit are: ✓ Expression of an opinion on the conformity of your financial statements, in all material respects, with accounting principles generally accepted in the United States of America. ✓ Issuance of a report on your compliance based on the audit of your financial statements. ✓ Issuance of a report on your internal control over financial reporting based on the audit of your financial statements. ✓ Expression of an opinion on your compliance, in all material respects, with the types of compliance requirements described in the U. S. Office of Management and Budget Circular A- 133 Compliance Supplement that are applicable to each of your major federal award programs. 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 479.452.1040 Fax 479.452.5549 bkd.com 400 W. Capitol Avenue, Suite 2500 P.O. Box 3667 Little Rock AR 72203-3667 501.372.1040 Fax 501.372.1250 Beyond Your Numbers. 200 E. 11th Avenue P.O. Box 8306 Pine Bluff, AR 7161143306 870.5349172 Fax 870.534.2146 Praxity MEMBER• GLOBAL ALLIANCE OF INDEPENDENT FIRMS -2 - Audit Committee and City Council July 24, 2007 Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Intemal Services Director Ms Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas ✓ Issuance of a report on your internal control over compliance based on the audit of your compliance with the types of compliance requirements that are applicable to each of your major federal award programs. ✓ Issuance of a report on your schedule of expenditures of federal awards. We will also examine the written assertion about the compliance with certain Arkansas state acts made by the management of City of Fayetteville, Arkansas as of and for the year ended December 31, 2007, in accordance with attestation standards established by the American Institute of Certified Public Accountants. The objective of our examination is the expression of an opinion on the conformity of the subject matter of the assertion in all material respects, with the applicable criteria against which it is measured. Our report is intended solely for the information and use of the governing body, management and the State of Arkansas and is not intended to be and should not be used by anyone other than these specified parties. OUR RESPONSIBILITIES Auditing standards generally accepted in the United States of America, Government Auditing Standards and OMB Circular A-133 require that we plan and perfoim: ✓ The audit of the financial statements to obtain reasonable rather than absolute assurance about whether the fmancial statements are free of material misstatement, whether caused by error or fraud. ✓ The audit of compliance with the types of compliance requirements described in the OMB Circular A-133 Compliance Supplement applicable to each major federal award program to obtain reasonable rather than absolute assurance about whether noncompliance having a direct and material effect on a major federal award program occurred. Accordingly, a material misstatement or noncompliance having a direct and material effect may remain undetected. Our audit of the fmancial statements is designed to detect misstatements and noncompliance that, in our judgment, could have a material effect on the financial statements taken as a whole. Consequently, our audit will not necessarily detect errors or fraud resulting in an immaterial misstatement of the financial statements. Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas July 24, 2007 Likewise, our audit of compliance with the types of compliance requirements applicable to each major federal award program is designed to detect noncompliance having a direct and material effect on a major program. Consequently, our audit will not necessarily detect noncompliance having an indirect and material or an immaterial effect on any program. An audit also includes obtaining an understanding of internal control sufficient to plan the audit and to determine the nature, timing and extent of audit procedures to be performed An audit is not designed to provide assurance on internal control over financial reporting or on internal control over compliance or to identify reportable conditions. However, we will communicate to you any matter that comes to our attention that we consider a material weakness or significant deficiency. Because of the limits in any internal control structure, errors, fraud, illegal acts or instances of noncompliance may occur and not be detected. Also, in the future, procedures could become inadequate because of changes in conditions or deterioration in design or operation. Two or more people may also circumvent controls, or management may oven-ide the system. 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 letter to be signed by you and BKD. If, for any reason, we are unable to complete our audit of the financial statements or our audit of compliance with the types of compliance requirements applicable to each major federal award program or are unable to form or have not formed an opinion; we may decline to express an opinion or decline to issue a report as a result of this engagement. If we discover conditions that . may prohibit us from issuing a , standard report, we • will notify you as well In such circumstances, further arrangements may be necessary to continue our engagement. YOUR RESPONSIBILITIES To facilitate our audit, management is responsible for making all financial records documentation and other financial and compliance related information available to us. At the conclusion of our engagement, management will provide to us a letter acknowledging certain responsibilities outlined in this engagement letter and confirming: • The availability of this information • Certain representations made during the audits for all periods presented • The written assertion • 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 Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas July 24, 2007 Management is responsible for fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, for adjusting the financial statements to correct material misstatements and for identifying and ensuring compliance with the laws, regulations, contracts and grants applicable to your activities including your federal award programs Management is also responsible for establishing and maintaining effective internal control over financial reporting and compliance 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, illegal acts and instances of noncompliance. 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 OTHER SERVICES We may perform other services for you not covered by this engagement letter. You agree to assume full responsibility for the substantive outcomes of those services, including any findings that may result. You also acknowledge that those services are adequate for your purposes and that you will establish and monitor the performance of those services to ensure that they meet management's objectives Any and all decisions involving 'management functions related to those services will be made by you, and you accept full responsibility for such decisions. We understand that you will designate a management -level individual to be responsible and accountable for overseeing the performance of those services, and that you will have determined this individual is qualified to conduct such oversight. ENGAGEMENT FEES Our fees will be based on time expended plus charges for travel, long-distance telephone, copies, etc. and will not exceed $75.000. We will issue progress billings during the course of our engagement and our statements are due when received. 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 confirmation and other letters • Pulling selected invoices and other documents from files • Helping to resolve any differences or exceptions noted -5 - Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas July 24, 2007 We will provide you with a detailed list of assistance needed before the audit begins. Our timely completion of the audit depends on your timely and accurate schedule and analyses preparation and on the availability of your personnel to provide other assistance. If there are inaccuracies or delays in preparing this material, or if we experience other assistance difficulties that add a significant amount of time to our work, our fees will increase. If these circumstances occur, we will promptly notify you to discuss alternative solutions and the impact on our fees. Our engagement fee does 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. The Auditing Standards Board of the American Institute of Certified Public Accountants, which promulgates generally accepted auditing standards, has recently issued eight new standards collectively known as the Risk Assessment Suite. The Risk Assessment Suite imposes new requirements significantly expanding information to be gathered about the entity being audited, its environment, risks it faces and how it controls those risks. The Suite also imposes new requirements significantly enhancing the rigor and detail of the process of assessing and developing responses to risks of material misstatement of the particular entity's financial statements as well as documentation thereof. z Our fees may also increase if ourduties or responsibilities are increased by rulemaking of any regulatory body or any additional new accounting or auditing standards. We will consult with you in the event any other regulations or standards are issued that may impact our fees. If our invoices for this or any other engagement you may have with BKD are not paid within 30 days, we may suspend or terminate our services for this or any other engagement In the event our work is suspended or terminated as a result of nonpayment, you agree we will not be responsible for any consequences to you. OTHER ENGAGEMENT MATTERS AND LIMITATIONS Our workpapers and documentation retained in any form of media for this engagement are the property of BKD We can be compelled to provide information under legal process In addition, we may be requested by regulatory or enforcement bodies to make certain workpapers available to them pursuant to authority granted by law or regulation. You agree that we have no legal responsibility to you in the event we provide such documents or information. Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas July 24, 2007 You agree to indemnify and hold harmless BKD and its personnel from any claims, liabilities, costs and expenses relating to our services under this agreement attributable to false or incomplete representations by management, except to the extent determined to have resulted from the intentional. or deliberate misconduct of BKD personnel. You agree that any dispute regarding this engagement will, prior to resorting to litigation, be submitted to mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The American Arbitration Association will administer any such mediation in accordance with its Commercial Mediation Rules. The results of the mediation proceeding shall be binding only if each of us agrees to be bound. We will share any costs of mediation proceedings equally. If any provision of this agreement is declared invalid or unenforceable, no other provision of this agreement is affected and all other provisions remain in full force and effect. This engagement letter represents the entire agreement regarding the services described herein and supersedes all prior negotiations, proposals, representations or agreements, written or oral, regarding these services It shall be binding on heirs, successors and assigns of you and BKD We may from time to time use third -party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your information In addition, we will secure confidentiality agreementswith all service providers to maintain the confidentiality of your information In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third -party service provider. We will, at our discretion or upon your request, deliver financial statements or similar documents to you electronically via floppy disk, CD-ROM, e-mail or other mechanism. You recognize and accept the risk involved, particularly in e-mail delivery as the Internet is not necessarily a secure medium of communication as messages can be intercepted and read by those determined to do so. You agree you will not modify these documents 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. -7 - Audit Committee and City Council July 24, 2007 Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms. Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas If you intend to include these financial statements and our report in an offering document at some future date, you agree to seek our permission to do so at that time. You agree to provide reasonable notice to allow sufficient time for us to perform certain additional procedures. Any time you intend to publish or otherwise reproduce these financial statements and our report and make reference to our firm name in any manner in connection therewith, you agree to provide us with printers' proofs or masters for our review and approval before printing or other reproduction. You will also provide us with a copy of the final reproduced material for our approval before it is distributed. Our fees for such services are in addition to those discussed elsewhere in this letter. You agree to notify us if you desire to place these financial statements or our report thereon on an electronic site, such as the World Wide Web. You recognize that we have no responsibility as auditors to review information contained in electronic sites. BKD is a registered limited liability partnership under Missouri law. Under applicable professional standards, partners of BKD, LLP have the same responsibilities as do partners in a general accounting and consulting partnership with respect to conformance by themselves and other professionals. in BKD with their professional and ethical obligations. However, unlike the partners in a general partnership, the partners in a registered limited liability partnership do not have individual civil liability, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations or liabilities of or chargeable to the registered limited liability partnership or each other, whether arising in tort, contract or otherwise. HIPAA BUSINESS ASSOCIATE AGREEMENT We agree not to use or disclose Protected Health Information of your employees (hereinafter referred to as "PHI") obtained or produced in any form of media during the course of our work, other than for purposes of (a) performing our engagement, (b) management and administration of BKD, or (c) carrying out legal responsibilities of BKD We represent to you that we have implemented what we consider to be appropriate administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of that PHI. With respect to your PHI, we will report to you any material security incident or use or disclosure not authorized by this agreement and, to the extent practical, assist you in mitigating any harmful effects caused by material security incidents or unauthorized uses or disclosures of which we have knowledge. We agree that any material violation of these confidentiality provisions entitles you to terminate this engagement. -8 - Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas BKD agrees to: July 24, 2007 1. Upon their request, make available to the Secretary of Health and Human Services our internal practices and books and records relating to the use and disclosure of PHI for purposes of determining your compliance with the Security and Privacy Rule, subject to any applicable legal privileges. To the extent we maintain information that is part of a Designated Record Set, make available information necessary for you to make an accounting of disclosures of PHI about an individual. 3. To the extent we maintain information that is part of a Designated Record Set, make available information necessary for you to respond to requests by individuals for access to PHI that is not in your possession but is considered part of a Designated Record Set. 4. Upon receipt of a written request from you, incorporate any amendments or corrections to PHI contained in our workpapers in accordance with the Security and Privacy Rule to the extent such PHI is considered part of a Designated Record Set. For purposes of this agreement, the term "Security and Privacy Rule" refers to the final rules published to implement the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, specifically 45 CFR Parts 160 and 164. The terms "Protected Health Information" and "Designated Record Set" have the same meaning as defined in the Security and Privacy Rule. • At the conclusion or termination of this engagement, any PHI retained by us will be subject to the same safeguards as for active engagements. We will obtain from any agents, including subcontractors, to whom we provide PHI received from you, or created or received by us on behalf of you, an agreement to the same restrictions and conditions that apply to us with respect to such PHI To the extent that any relevant provision of HIPAA is eliminated or held to be invalid by a court of competent jurisdiction, the corresponding portion of this agreement shall be deemed of no force and effect for any purpose. To the extent that any relevant provision of HIPAA is materially amended in a manner that changes the obligations of business associates or covered entities that are embodied in term(s) of this engagement, the Parties agree to negotiate in good faith appropriate amendment(s) to this engagement to give effect to such revised obligations In addition, the terms of this engagement should be construed in light of any interpretation and/or guidance on HIPAA issued by HHS from time to time. -9 - Audit Committee and City Council Honorable Dan Coody, Mayor Mr. Paul Becker, Finance and Internal Services Director Ms Marsha Farthing, Accounting Manager City of Fayetteville, Arkansas July 24, 2007 If the above arrangements are acceptable to you, please sign the enclosed copy of this letter and return it to us. BKD, LLP The services and arrangements described in this letter are in accordance with our understanding and are acceptable to us. CITY OF FAYET EVILLE, ARKANSAS BY TITLE DATE Marsha Farthing Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 8/21/2007 City Council Meeting Date Agenda Items Only Accounting and Audit Division Action Required: Finance Department Approval of a five year contract with Baird, Kurtz & Dobson, LLP (BKD) for independent audit services and approval of the 2007 year audit engagment letter. $75,000 Cost of this request allocated to various funds Account Number Project Number Budgeted Item x Category / Project Budget Funds Used to Date Remaining Balance Budget Adjustment Attached Program Category / Project Name Program / Project Category Name Fund Name Department Director City omey Y4inrnceDireorsi� Mayor E -7 —0 7 Date ale/O1 Date Date Date Previous Ordinance or Resolution # Original Contract Date: Original Contract Number: Comments: Revised April 16, 2007 WINK:le THE CITY OF FAYETTEVILLE, ARKANSAS To: Mayor Dan Coody and the Fayetteville City Council Thru: Paul Becker, Finance Director From: Marsha Farthing, Accounting Director Date: Augusta, 2007 Subject: Annual Audit Recommendation Approval of a resolution approving a five year contract with Baird, Kurtz & Dobson (BKD), LLP for independent audit services for 2007 through 2011 and approval of the 2007 year audit engagement. Background In August 2002 the City Council passed Resolution 124-02 approving a five year contract with Baird, Kurtz & Dobson (BKD), LLP, to provide independent audit services for the City. BKD was selected for another five years of audit services through the City's RFP process on July 20, 2007. Discussion The City is required, under Arkansas statutes and applicable bond issues, to have an annual financial audit conducted by either Legislative Audit or a Certified Public Accounting firm licensed' in Arkansas: Because of the requirements of bond indentures, the City has for the past thirty plus years utilized the services of a private CPA firm to perform these mandated financial audits. BKD was selected by the City following the applicable rules and regulations concerning the procurement of auditing services. The City entered into a five-year agreement in August 2002 and selected BKD for another five years through the RFP process in July 2007. Under thisdontract BKD"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 to the financial audit, BKD also issues a report on internal control and compliance requirements for major federal award programs as required by the Single Audit Act. The single audit is the primary mechanism used by federal agencies to ensure accountability for federal awards to non-federal entities. 113 WEST MOUNTAIN 72701 479-521-7700 FAX , 479-575-8257 • Finally, BKD also provides technical assistance to the City in producing the Comprehensive Annual Financial Report (CAFR). The CAFR includes the City's financial statements as well as statistical information required by the City's bond covenants. Budget Impact The cost of the 2007 audit is $75,000. The audit will be budgeted in General Fund but the costs will be allocated to the various funds of the City. RESOLUTION NO. A RESOLUTION TO APPROVE AN ANNUALLY RENEWABLE FIVE YEAR CONTRACT WITH BKD LLP IN THE AMOUNT OF $75,000.00 FOR THIS YEAR WHEREAS, the Accounting Division issued a Request for Qualifications for the outside, independent accounting firm to perform an annual audit of the City's books and ledgers; and WHEREAS, BKD, LLP was selected to continue as the City's independent auditor; and WHEREAS, BKD,LLP agreed to the attached contract for its auditing services at a cost of $75,000.00 for 2007.00. NOW, THEREFORE, 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 approves the selection of BKD, LLP and approves the Contract (attached as Exhibit A) with BKD, LLP in the amount of $75,000.00 for 2007 audit and accounting work and advice pursuant to the contract and authorizes Mayor Coody to execute the contract. PASSED and APPROVED this 21st day of August, 2007. APPROVED: ATTEST: • By: By: DAN COODY, Mayor SONDRA E SMITH, City Clerk/Treasurer CONTRACT 4 /� This professional services contract is executed this c(-- day of Ptui Si 2007 by and between the City of. Fayetteville, Arkansas, hereinafter called :i to City, and BKD, LLP. WHEREAS, the City has issued a Request for Proposal for Independent Audit; and WHEREAS, BKD, LLP has submitteda proposal to provide such professional services; WITNESSETH: IN CONSIDERATION of mutual promises of the parties contained herein and other good and .valuable consideration, the parties agree as follows: 1. BKD,. LLP -shall provide .the City with the necessary professional services to audit allfunds including those, which are covered under the provisions of the Single Audit Act. 2. The term of the contract shall: run from the date of execution and shall automatically renew:each year, subject to budget approval by the governing body of the. City, for such terms- as are required to perform the contracted professional auditing services for the fiscal years ending December 31, 2007 through. December 31,2011. 3. The professional accounting services shall be provided in accordance with the terms -and conditions set 'forth in the:Request for Proposal, attached hereto. and m arked Exhibit ."A; the: Proposal to Provide Services, attached hereto and marked Exhibit "B,' and .the Engagement Letter, attached hereto arid marked - Exhibit "C". Each of - these'Ezliibits are-hereby•incorporated by reference as if set forth word for wordin their entirety: 4. BKD, LLP shall ,be compensated for services rendered under this contract in accordance, with the. terms and conditions set forthin the Exhibits. No work shall be performed beyond the present scope of this contract without express prior approval bythe governing`body.of the City. 5. The City or BKD; LLP shall have the right -to -terminate the contract upon 30 days written notice 6. hi the .event of a conflict between any terms and conditions of this contract and the Exhibits, the terms -and conditions of the Exhibits shall. take 'precedence in the 'following order: this Contract, Exhibit "C", Exhibit. "B' and Exhibit "Aft. 7.. Neither party -may assign any of its rights or delegate any of its; obligations under this agreement, without the express written consent of the other. 8. + itis agreed:that'the failure of; any party to invoke any of. the available:' remedies under this agreement or under law in the event of one or more breaches or defaults by any party under the agreement shall not be construed as a waiver of such provisionsand conditions and 'shall not prevent theparties from zinvoking -such remedies in the event of any future breach or default. 9. '` Each paragraph of this agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 10. This agreement shall` be interpreted according to and enforced under the laws of the State of. Arkansas.. 11. This agreement contains the entire agreement of both parties hereto, and no other oral or written agreement shall be binding on the parties hereto. This agreement supersedes all prior agreements, contracts and understandings of any kind between ;the parties,relating;to the subject matter Hereof. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this professional. services contract on or as of the date 'first written above. • ATTEST: CITY OF FAYE'11 EVILLE Dan Coody, Mayor • Sondra Smith, City Clerk dp BKD, LLP CONTRACT aJ This professional' seri/ices .contract is executed this day of flel & i' & , 2007 by and between the City of Fayetteville, Arkansas, hereinafter called the City,. and BKD, LLP. WHEREAS,: the City has issued a Request for Proposal for Independent Audit; and, WHEREAS, BKD, LLPhas submitteda. proposal to provide such professional services; WITNESSETH: IN CONSIDERATION of mutual promises- of the parties contained herein and other good and valuable consideration, the :parties agree as follows: 1. :BKD,, LLP: shall, provide .the City with the necessary professional services toauditall funds including those: which are covered under the provisions of the Single Audit Act. 14, 2. The tern of the contract shall run from the date of execution and shall automatically renew each year, subject to budget approval by the governing body of the Cit}, for such'terms as are required to perform the contracted professional auditing -services for the fiscalyears ending December 31, 2007 through December 31 2011: 3. The With the terms and conditions set forth in the Request for Proposal, attached herete. and marked Exhibit 'A;" ;the Proposal. to Provide Services, attached hereto arid marked Exhibit "B;" and the Engagement_ Letter, attached hereto and marked: Exhibit "C". Each of'these Ezlibits are hereby."incorporated by reference"as if set forth word for word in thea entirety, , 4. BKD,LLP shall be_compeinsated for services rendered under this contract in accordance with.the terms aind conditions setforth in the Exhibits. .No work shall-be'performed` beyond 11ie present scope of this contract without' express'" prior approvalby thegoverning'body of the City. 5. The City or BKD, LLP shallhave the right toffterminate the Contract upon 30 days written notice:, , - 6. .A- In the event of a conflict between any terms and conditions_. ofthis Contract and the Exhibits, `thecterms and conditions of the 'Exhibits shall: take' F. precedence iri the following order this- Contract, Exhibit. "C"; •Exhibit `B' and Exhibit "A". - ' 7. Neither party may assignany of its rights or delegate any of its obligations under this.agreement, without the express written consent of the other. 8. It is agreed that the failure of any party to invoke any of the available. remedies under this agreement or under.law in the event of one or more breaches or defaults by any party under the agreement shall not be construed as a waiver. of such provisions and conditions and shall not prevent the parties from invoking such remedies in the event of any future breach or default. 9. Each paragraph of this agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 10. This agreement -shall -be interpreted according to and enforced under the laws of the State of Arkansas. 11. This agreement contains the entire agreement of both parties hereto,` and no other oral or written agreement shall be binding on the parties hereto: This agreement supersedes all prior agreements, contracts and understandings of any kind between the parties relating to the subject matter hereof. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall: constitute one andthe same instrument. IN WITNESS WHEREOF,'.the:parties hereto have executed this professional services contraction or as of the date first written above. ATTEST: Sondra Smith; Crty, Clerk CITY OF FAYETTEVILLE Dan Coody, Mayor BKD, LLP • By: