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HomeMy WebLinkAbout236-12 RESOLUTIONRESOLUTION NO. 236-12 A RESOLUTION TO APPROVE A CONTRACT WITH GRANT THORNTON, LLP IN THE AMOUNT OF $82,500.00 TO AUDIT THE FINANCIAL STATEMENTS OF THE CITY WHEREAS, after being selected through the professional selection process, Grant Thornton offered and then amended its proposed contract pursuant to requests of the Finance Director and City Attorney. 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 attached contract with Grant Thornton, LLP to prepare state required financial auditing services for the City in the amount of $82,500.00. This annual contract will be automatically renewed for four additional one year terms unless either party notifies the other at least 30 days before the end of the term of its desire to terminate the contract. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign this contract. PASSED and APPROVED this 4th day of December, 2012. APPROVED: B ATTEST: B Y tar ivi/c, a. 416 SONDRA E. SMITH, City Clerk/Treasurer Marsha Hertweck Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements City 1oun I Meeting Date Agenda Items Only Accounting and Audit Division Action Required: Finance and Internal Services Department Approve a five year contract with Grant Thornton for annual audit services. 82,500.00 Cost of this request various funds Account Number Project Number $ 82, 500.00 Category / Project Budget Program Category / Project Name Funds Used to Date Program / Project Category Name $ 82, 500.00 Remaining Balance Fund Name Budgeted Item Budget Adjustment Attached Department Director Date MIA) k-'47 it 21'0—Original Contract Date: Avi A 1(-0-12_ Original Contract Number: City Attorney Date Previous Ordinance or Resolution # Finance and Internal Services Director Date Date /1424z_ ce to Comments: Revised January 15, 2009 ttv!lle THE CITY OF FAYETTEVILLE, ARKANSAS ARKANSAS TDD (Telecommunications Device for the Deaf) www.accessfayetteville.org (479) 521-1316 To: Mayor Lioneld Jordan and the Fayetteville City Council Thru: Paul Becker, Finance Director From: Marsha Hertweck, Accounting Director Date: November 16, 2012 Subject: Annual Audit Recommendation Approval of a five year contract with Grant Thornton for annual audit services beginning with the 2012 audit. 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. Grant Thornton was selected by the City following the applicable rules and regulations concerning the procurement of auditing services for a five year contract beginning with the 2012 audit. Under this contract Grant Thornton 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, Grant Thornton will issue 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. Finally, Grant Thornton will also provide 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 2012 audit is $82,500. The audit will be budgeted in General Fund and. allocated to the various funds of the City. 113 WEST MOUNTAIN 72701 479-575-8281 479-575-8273 RESOLUTION NO. A RESOLUTION TO APPROVE A CONTRACT WITH GRANT THORNTON, LLP IN THE AMOUNT OF $82,500.00 TO AUDIT THE FINANCIAL STATEMENTS OF THE CITY WHEREAS, after being selected through the professional selection process, Grant Thornton offered and then amended its proposed contract pursuant to requests of the Finance Director and City Attorney. 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 attached contract with Grant Thornton, LLP to prepare state required financial auditing services for the City in the amount of $82,500.00. This annual contract will be automatically renewed for four additional one year terms unless either party notifies the other at least 30 days before the end of the term of its desire to terminate the contract. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign this contract. PASSED and APPROVED this 18th day of December, 2012. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer GrantThornton An instinct for growth' November 26, 2012 RECEIVED NOV 2 8 2012 CITY OF FAYLI I EVILLE MAYORS OFFICE Grant Thornton LLP 1717 Main Street, Suite 1500 Lioneld Jordan Dallas, TX 75201-4667 City Administration Building — City Hall T 214.561.2300 113 West Mountain Street F 214.561.2370 GrantThornton.com Fayetteville, Arkansas 72701 linkd.in/GrantThorntonUS twitter.com/GrantThorntonUS Dear Mr. Jordan: Thank you for discussing with us the requirements of our forthcoming engagement. This letter (the "Engagement Letter") documents our mutual understanding of the arrangements for the services described herein. Our engagement is subject to the satisfactory completion of a background investigation on the City, the City's key decision makers, other key personnel, and affiliated entities. Scope of services Grant Thornton LLP ("Grant Thornton") will audit the financial statements of the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund and the aggregate remaining fund information, which collectively comprise the City's basic financial statements ("financial statements") of the City of Fayetteville, Arkansas as of and for the year ended December 31, 2012. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America ("US GAAS") established by the American Institute of Certified Public Accountants ("AICPA") and the standards for financial audits of the U.S. Government Accountability Office's ("GAO") Government Auditing Standards ("GAGAS") issued by the Comptroller General of the United States. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall financial statement presentation. In assessing the risks of material misstatement, an auditor considers internal control relevant to the City's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. GAGAS further requires us to perform tests of the City's compliance with laws, regulations and provisions of contracts or grant agreements, in which noncompliance could have a direct and material effect on the determination of financial statement amounts. However, an audit is not designed to provide assurance on compliance or internal control over financial reporting or to identify immaterial instances of noncompliance or internal control deficiencies. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth 2 When conducting an audit, the auditor is required to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, to enable the auditor to express an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Although not absolute assurance, reasonable assurance is, nevertheless, a high level of assurance. However, an audit is not a guarantee of the accuracy of the financial statements. Even though the audit is properly planned and performed in accordance with professional standards, an unavoidable risk exists that some material misstatements or noncompliance with laws, regulations, and provisions of contracts or grant agreements may not be detected due to the inherent limitations of an audit, together with the inherent limitations of internal control. Also, an audit is not designed to detect errors or fraud that is immaterial to the financial statements. It should be noted that because the determination of abuse is subjective, we have no responsibility to design the audit to provide reasonable assurance of detecting abuse. Abuse is distinct from fraud and noncompliance. Abuse involves behavior that is deficient or improper when compared with behavior that a prudent person would consider reasonable and necessary business practice given the facts and circumstances. Upon the completion of the foregoing audit and subject to its findings, we will render our report on the City's financial statements and communicate our findings in accordance with US GAAS and GAGAS. We will also render a report that includes our findings on the City's compliance with laws, regulations, and provisions of contracts or grants and internal control over financial reporting based on our audit performed in accordance with GAGAS. Such report will be considered integral to the financial statements and will be referred to in our report thereon. However, providing an opinion on compliance with those provisions or on internal control over financial reporting is not an objective of our audit and accordingly, we will not express such an opinion. It is possible that circumstances may arise in which our report(s) may differ from its expected form and content, resulting in a modified report or disclaimer of opinion. Further, if in our professional judgment the circumstances necessitate, we may resign from the engagement prior to completion. Required supplementary information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and pension and other postemployment benefits supplementary schedules be presented to supplement the basic financial statements. Such information, although not a required 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. This required supplementary information is the responsibility of management. We will apply certain limited procedures to the required supplementary information in accordance with US GAAS. These limited procedures consist of inquiries of management about 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 obtain 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 will not provide us with sufficient evidence to express an opinion or provide any assurance. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth - 3 Other information Management is responsible for providing us with other information that will be included in an annual report or similar document containing the audited financial statements and our auditor's report thereon. Management should provide the information prior to the release of our auditor's report. Our responsibility for such information does not extend beyond the financial information identified in our report. We do not perform any procedures to corroborate the other information contained in these documents. Professional standards require us to read the other information and consider whether the other information, or the manner of its presentation, is materially inconsistent with information appearing in the financial statements. We will bring to management's attention any information that we believe is a material misstatement of fact. Responsibilities of those charged with governance Effective two-way communication with the City Council and Audit Committee (referred to as "those charged with governance") assists us in obtaining information relevant to the audit and also assists those charged with governance in fulfilling their responsibility to oversee the financial reporting process. Those charged with governance play an important role in the City's internal control over financial reporting by setting a positive tone at the top and challenging the City's activities in the financial arena. Accordingly, it is important for those charged with governance to communicate to us matters they believe are relevant to our engagement. As indicated below, management also has a responsibility to communicate certain matters to those charged with governance and to Grant Thornton. In connection with our engagement, professional standards require us to communicate certain matters that come to our attention to those charged with governance, such as the following: • fraud involving senior management and fraud that causes a material misstatement • illegal acts, unless clearly inconsequential • violations of provisions of contracts or grant agreements and abuse that causes a material misstatement • failure to report fraud, illegal acts, violations of provisions of contracts or grant agreements, or abuse to specified external parties when required by law or regulation. We may also be required to report such matters directly to the external party. • significant deficiencies and material weaknesses in internal control over financial reporting • disagreements with management and other serious difficulties encountered • qualitative aspects of significant accounting practices, including accounting policies, estimates, and disclosures • audit adjustments and uncorrected misstatements, including missing disclosures Management responsibilities As you are aware, the financial statements are the responsibility of management. Management is responsible for preparing and fairly presenting the financial statements in accordance with accounting principles generally accepted in the United States of America, which includes adopting sound accounting practices and complying with changes in accounting principles and related guidance. Management is also responsible for: • providing us with access to all information of which they are aware that is relevant to the preparation and fair presentation of the financial statements, including all financial records, documentation of internal Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth - 4 control over financial reporting and related information, and any additional information that we may request for audit purposes • providing us with unrestricted access to persons within the City from whom we determine it necessary to obtain audit evidence • ensuring that the City identifies and complies with all laws, regulations, contracts and grants applicable to its activities and for informing us of any known violations. The City should identify and disclose to us all laws, regulations and provisions of contracts and grant agreements that have a direct and material effect on the determination of financial statement amounts or other significant financial data. • taking timely and appropriate steps to remedy fraud, illegal acts, violations of contracts or grant agreements, or abuse that we may report • designing, implementing, and maintaining effective internal control over financial reporting, which includes adequate accounting records and procedures to safeguard the City's assets, and for informing us of all known significant deficiencies and material weaknesses in, and significant changes in, internal control over financial reporting • informing us of their views about the risk of fraud within the City and their awareness of any known or suspected fraud and the related corrective action proposed • adjusting the financial statements, including disclosures, to correct material misstatements and for affirming to us in a representation letter that the effects of any uncorrected misstatements, including missing disclosures, aggregated by us during the current engagement, including those pertaining to the latest period presented, are immaterial, both individually and in the aggregate, to the financial statements as a whole • establishing and maintaining a process to address and track the status of our findings, conclusions, and recommendations, including providing management's views on such matters as well as planned corrective actions to be included in the report to management, in a timely manner. This includes informing us of findings and recommendations from previous audits, attestation engagements, or other studies that could have a material effect on the financial statements and whether any related recommendations were implemented • informing us of any events occurring subsequent to the date of the financial statements through the date of our auditor's report that may affect the financial statements or the related disclosures • informing us of any subsequent discovery of facts that may have existed at the date of our auditor's report that may have affected the financial statements or the related disclosures • distributing the report(s), including the financial statements, any supplementary information, and the report(s) thereon, to those officials and organizations requiring them. To assist those charged with governance in fulfilling their responsibility to oversee the financial reporting process, management should discuss with those charged with governance the: • adequacy of internal control and the identification of any significant deficiencies or material weaknesses, including the related corrective action proposed Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth- • significant accounting policies, alternative treatments, and the reasons for the initial selection or change in significant accounting policies • process used by management in formulating particularly sensitive accounting judgments and estimates and whether the possibility exists that future events affecting these estimates may differ markedly from current judgments • basis used by management in determining that uncorrected misstatements, including missing disclosures, are immaterial, both individually and in the aggregate, including whether any of these uncorrected misstatements could potentially cause future financial statements to be materially misstated. We will require management's cooperation to complete our services. In addition, we will obtain, in accordance with professional standards, certain written representations from management, which we will rely upon. Use of our reports The inclusion, publication, or reproduction by the City of any of our reports in documents such as bond offerings and regulatory filings containing information in addition to financial statements may require us to perform additional procedures to fulfill our professional or legal responsibilities. Accordingly, our reports should not be used for any such purposes without our prior permission. In addition, to avoid unnecessary delay or misunderstanding, it is important that the City give us timely notice of its intention to issue any such document. The report on compliance with laws, regulations, and provisions of contracts or grant agreements and internal control over financial reporting will include a statement that restricts the use of the report to specified parties. It is intended solely for the information and use of the City Council, Audit Committee, Arkansas Division of Legislative Audit and management. This report is not intended to be and should not be used by anyone other than these specified parties. However, as required by GAGAS, unless the report is restricted by law or regulation or contains privileged and confidential information, the report is required to be made available for public inspection. Other services Supplementary information Management is responsible for separately preparing combining fund financial statements and individual nonmajor fund budget to actual schedules in accordance with the format requested by management (the "applicable criteria"). Such supplementary information, which will be presented for purposes of additional analysis and is not a required part of the financial statements, will be subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures. These procedures will include comparing and reconciling the supplementary information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with US GAAS. The purpose of our procedures will be to form and express an opinion as to whether the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. In connection with our procedures, management is responsible for informing us about: Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth*' 6 • the methods of measurement and presentation of the supplementary information • whether those methods have changed from the methods used in the prior period and the reasons for the change, if any • any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management will present the supplementary information with the audited financial statements. Management is responsible for including our report on the supplementary information in any document that contains the supplementary information and that indicates we reported on it. We will require management to provide us with certain written representations related to their responsibilities described above, including whether management believes the supplementary information (including its form and content) is fairly presented in accordance with the applicable criteria. Other services Any other services that you request will constitute a separate engagement that will be subject to our acceptance procedures. Professional standards, laws, and regulations may prescribe limitations on non -audit services we may perform without impairing our independence. Fees Standard billings Our billings for the services set forth in this Engagement Letter will not exceed $77,500 with additional out- of-pocket expenses not to exceed $5,000, will be rendered on an estimated basis based on the hours worked and are payable within 30 days of receipt. Adoption of new accounting standards Professional and regulatory bodies frequently issue new accounting standards and guidance. Sometimes, standards are issued and become effective in the same period, providing a limited implementation phase and preventing us from including the impact in our estimated fees. In such circumstances, we will discuss with you the additional audit procedures and related fees, including matters such as the retrospective application of accounting changes and changes in classification. Other costs Except with respect to a dispute or litigation between Grant Thornton and the City, our costs and time spent in legal and regulatory matters or proceedings arising from our engagement, such as subpoenas, testimony, or consultation involving private litigation, arbitration, industry or government regulatory inquiries, whether made at the City's request or by subpoena, will be billed to the City separately. Professional standards impose additional responsibilities regarding the reporting of illegal acts that have or may have occurred. To fulfill our responsibilities, we may need to consult with City council or counsel of our choosing about any illegal acts that we become aware of. Additional fees, including legal fees, will be billed to the City. The City agrees to ensure full cooperation with any procedures that we may deem necessary to perform. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth - 7 Right to terminate services for nonpayment In the event of nonpayment, we retain the right to (a) suspend the performance of our services, (b) change the payment conditions under this Engagement Letter, or (c) terminate our services. If we elect to suspend our services, such services will not be resumed until your account is paid as agreed. Alternatively, if we elect to terminate our services for nonpayment, the City will be obligated to compensate us for all time expended and to reimburse us for all expenses through the date of termination. Other matters Relationship to Grant Thornton International Ltd Grant Thornton is the U.S. member firm of Grant Thornton International Ltd ("Grant Thornton International"), an organization of independently owned and managed accounting and consulting firms.. References to Grant Thornton International are to Grant Thornton International Ltd. Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered independently by the member firms. These firms are not members of one international partnership or otherwise legal partners with each other internationally, nor is any one firm responsible for the services or activities of any other firm. Use of third -party service providers Grant Thornton may use third -party service providers, such as independent contractors, specialists or vendors, to assist in providing our professional services. The partners and staff of the member firms of Grant Thornton International or other accounting firms are also considered third -party service providers. Grant Thornton intends to engage the following third -party service provider(s) to assist us as follows: • Capital Confirmation, Inc. — electronic bank confirmation services • Harvest Investments, Ltd. — valuation of investment portfolio You hereby authorize us to disclose City information to the above named third -party service providers. Peer review report GAGAS requires that we provide you with a copy of our most recent triennial quality control review report. Accordingly, our May 31, 2011 Peer Review Report accompanies the Engagement Letter. Employment of Grant Thornton personnel When we lose a valued member of our engagement team, we not only incur significant expenses in hiring and training replacement personnel, but employment by the City may raise independence threats, which could cause us to terminate our engagement. During the term of this engagement and for one year after the services are completed, the City agrees not to solicit, directly or indirectly, or hire any of our personnel participating in the engagement without our express written consent. If the City violates this provision, the City will pay Grant Thornton a fee equal to the hired person's annual salary in effect at the time of the violation to reimburse us for the estimated costs of hiring and training replacement personnel. Documentation The documentation for this engagement is the property of Grant Thornton and constitutes confidential information. We have a responsibility to retain the documentation for a period of time sufficient to satisfy any applicable legal or regulatory requirements for records retention. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth' 8 Pursuant to law or regulation, we may be requested to make certain documentation available to regulators, governmental agencies, or their representatives ("Regulators"). If requested, access to the documentation will be provided to the Regulators under our supervision. We may also provide copies of selected documentation, which the Regulators may distribute to other governmental agencies or third parties. You hereby acknowledge we will allow and authorize us to allow the Regulators access to, and copies of, the documentation in this manner. Electronic communications During the course of our engagement, we may need to electronically transmit confidential information to each other and to third -party service providers or other entities engaged by either Grant Thornton or the City. Electronic methods include telephones, cell phones, e-mail, and fax. These technologies provide a fast and convenient way to communicate. However, all forms of electronic communication have inherent security weaknesses, and the risk of compromised confidentiality cannot be eliminated. The City agrees to the use of electronic methods to transmit and receive information, including confidential information. Standards of performance We will perform our services in conformity with the terms expressly set forth in this Engagement letter, including all applicable professional standards. Accordingly, our services shall be evaluated solely on our substantial conformance with such terms and standards. To the extent permitted by law and subject to all sovereign immunities available to the City, City shall accept responsibility for any damages or loss directly related to City's knowing misrepresentations or fraudulent behavior in connection with this Engagement. If because of a change in the Entity's status or due to any other reason, any provision in this Engagement letter would be prohibited by, or would impair our independence under, laws, regulations, or published interpretations by governmental bodies, commissions, or other regulatory agencies, such provision shall, to that extent, be of no further force and effect and the Engagement Letter shall consist of the remaining portions. Dispute resolution We both recognize that the matter will probably involve complex business or accounting issues that would be decided most equitably to us both by a judge hearing the evidence without a jury. Accordingly, to the extent now or hereafter permitted by applicable law, the City and Grant Thornton agree to waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to our services or this Engagement Letter. Authorization This Engagement Letter sets forth the entire understanding between the City and Grant Thornton regarding the services described herein and supersedes any previous proposals, correspondence, and understandings, whether written or oral. If any portion of this Engagement Letter is held invalid, it is agreed that such invalidity shall not affect any of the remaining portions. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth" 9 Please confirm your acceptance of this Engagement Letter by signing below and returning one copy to us in the enclosed self-addressed envelope. In addition, please provide the signed copies of the Engagement Letter to the City's Finance Director, Paul Becker, in order for management to acknowledge the terms herein. We appreciate the opportunity to work with the City and assure you that this engagement will be given our closest attention. Term of Contract This is an annual contract for the 2012 financial audit beginning December 4, 2012, to be completed in 2013. The contract contains four additional automatic renewals unless either party notifies the other party in writing 30 days before the end of the term of the contract of its desire to terminate the contract. Sincerely, GRANT THORNTON LLP Dan Barron Partner cc: Paul Becker, Finance Director Enc: Matters that can cause work in excess of fee estimate May 31, 2011 Peer Review Report Agreed and accepted by: City of Fayetteville, Arkansas io ld Jordan, Attest: Date: Co1 V carr') Date: /4/0/1.2 City Clerk/Treasurer `o` ltllurrrrl�/ °.1) z -o. FAYETTEVILLE •73_ '79 • y/5) �' •• rgNSP '�•� • sr� Ar ETON • 1(!111111 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth MATTERS THAT CAN CAUSE WORK IN EXCESS OF FEE ESTIMATE FOR FUTURE YEARS 10 We want you to receive the maximum value for our professional services and to perceive that our fees are reasonable and fair. However, in seeking to provide you with such value, we find there are various matters that can cause us to perform work in excess of that contemplated by our fee estimate. The following explains the matters that arise most frequently. Changing requirements Today, there are numerous governmental or rule-making bodies that regularly add or change various requirements. Although we attempt to plan our work to anticipate the requirements that will affect our engagement, three types of situations make this difficult. Sometimes, these new requirements are not communicated in time for us to anticipate their effects in our preliminary planning. Secondly, in spite of our anticipation and planning, the work necessary to comply with new requirements may be underestimated. Finally, in some instances, you may decide that it is advantageous to you to have the new requirements applied immediately. Incorrect accounting applications or errors in your records We generally form our fee estimates on the expectation that your accounting records are in good order so that our work can be completed based upon our normal testing and other procedures. However, should we find numerous errors, incomplete records or disorganized bookkeeping methods, we will have to do additional work to determine that the necessary corrections have been made and properly reflected in the financial statements. Lack of audit facilitation or timely preparation To minimize your costs, we plan the means by which your personnel can facilitate the audit (for example, what schedules they will prepare, how to prepare them, the supporting documents that need to be provided, and so forth). We also discuss matters such as availability of your key personnel, deadlines and working conditions. Indeed, the information concerning these matters that you furnish to us is a key element in our fee quotation. Therefore, if your personnel are unable, for whatever reasons, to provide these materials on a timely basis, it may substantially increase the work we must do to complete the engagement within the established deadlines. Moreover, in some circumstances, this may require a staff withdrawal, as discussed below. Staff withdrawal A staff withdrawal consists of our removing one or all staff because the condition of your records, or the inability of your personnel to provide agreed upon materials within the established timetable, makes it impossible for us to perform our work in a timely, efficient manner, as established by our engagement plan. Sometimes, a complete staff withdrawal is necessary to permit an orderly audit approach. A staff withdrawal is not necessarily an adverse reflection on your personnel. However, it involves additional costs, as we must reschedule our personnel, incur additional start-up costs, and so forth, to prevent total engagement costs from increasing significantly. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd GrantThornton An instinct for growth' 11 Unforeseen events Even though we communicate frequently with clients and plan our engagement with management and their staff, unforeseen events can occur. Examples include accounting problems, litigation, changes in your business or business environment, contractual or other difficulties with suppliers, third -party service providers, or customers, and so forth. When those circumstances occur, additional time is needed to provide you with assistance and to complete our engagement in accordance with professional standards. Again, we emphasize that we strive to give you optimum value for our professional services. Fee quotations are provided based upon the facts and circumstances that you describe to us. However, unlike the sale of products, the performance of professional services is affected by many variables, such as the foregoing, which may cause fee estimates to change. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd BKD. CPAs & Advisors 910 E. St. Louis Street, Suite 200 P.O. Box 1190 Springfield, MO 65801-1190 417.865.8701 Fax 417.865.0682 www.bkd.com System Review Report To the Partners of Grant Thornton LLP and the National Peer Review Committee of the American Institute of Certified Public Accountants Peer Review Board We have reviewed the system of quality control for the accounting and auditing practice of Grant Thornton LLP (the firm) applicable to non -SEC issuers in effect for the year ended May 31, 2011. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. The nature, objectives, scope, limitations of and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary. As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards, audits of employee benefit plans, audits performed under FDICIA and audits of carrying broker-dealers. In our opinion, the system of quality control for the accounting and auditing practice of Grant Thornton LLP applicable to non -SEC issuers in effect for the year ended May 31, 2011, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. Grant Thornton LLP has received a peer review rating of pass. �IG.1�, GLS November 30, 2011 experience BKD Praxi ty MEMBER, • GLOBAL ALLIANCE OF INDEPENDENT FIRMS