HomeMy WebLinkAboutResolution #5320 - master services agreement and statement of work with CliftonLarsonAllen for certain accounting services RESOLUTION NO.5320
A RESOLUTION APPROVING A MASTER SERVICES AGREEMENT AND
STATEMENT OF WORK WITH CLIFTONLARSONALLEN LLP FOR CERTAIN
ACCOUNTING SERVICES
WHEREAS,the City of Canton, Illinois(the"City')is in need of accounting,budgeting,
Financial statement preparation,consulting, and comptroller services for the City (collectively the
"Professional Services')to assist the City, City Treasurer and/or Budget Officer;
WHEREAS, the Mayor and City Council have determined that it is necessary and in the
best interests of the City of Canton for the City to obtain said Professional Services from
CliftonLarsonAllen LLP("CLA").
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON,ILLINOIS,AS FOLLOWS:
1. The Master Services Agreement with CLA,substantially in the form as attached hereto
as"Exhibit A,"is hereby APPROVED;
2. The Statement of Work with CLA, substantially in the form as attached hereto as
"Exhibit B," is hereby APPROVED;
3. That the Mayor and/or the City Treasurer are hereby authorized to enter into any and
all agreements and execute any other documentation necessary to obtain the
Professional Services and in relation to the above-said Master Services Agreement
and/or Statement of Work;
5.That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 20th
day of July,2021 upon a roll call vote as follows:
AYES: Alderperson John Lovell, Angela Hale, Jeff Fritz, Angela Lingenfelter, Greg
Gossett
NAYS None:
ABSENT: Alderperson Andra Chamberlin,Justin Nelson, Craig West
APPROVED:
&�" atlu ,--taA
K nt McDowell,May&
ATTESL; L -
Diana Pavley-Rock, City Clerk
V .LIgIHX :4
1 S Larsa St LLP
30 W Adamsrns Street.Suds 1000 Poona,S
309-67 IL 00 1 F
aoa-67nnectc Fax 3098714508
/ CLAwnnectmm
July 15,2021
Kent McDowell,Mayor
City of Canton
2 N Main Street
Canton,IL 61520
Dear Mr.McDowell:
i
This master service agreement("MSA")documents the terms,objectives,and the nature and limitations of the
services CliftonLarsonAllen LIP("CLA;"we,""us,"and"our")will provide for City of Canton("you,""your,"or
"the entity").The terms of this MSA will apply to the initial and each subsequent statement of work("SOW'),
unless the MSA is changed in a communication that you and CLA both sign or is terminated as permitted herein.
Scope of professlonal services
CLA will provide services as described in one or more SOW that will reference this MSA.The SOW will describe
the scope of professional services;the nature,limitations,and responsibilities related to the specific services
CLA will provide;and the fees for such services.
If modifications or changes are required during CIA's performance of requested services,or if you request that
we perform any additional services,we will provide you with a separate SOW for your signature.Such SOW will
advise you of the additional fee and time required for such services to facilitate a clear understanding of the
services.
Our services cannot be relied upon to disclose errors,fraud,or noncompliance with laws and regulations. Except
as described In the scope of professional services section of this MSA or any applicable SOW,we have no
responsibility to Identify and communicate deficiencies 1n your internal control as part of any services.
Management responsibilities
Management acknowledges and understands that our role is to provide the services identified in an SOW and that
management has responsibilities that are fundamental to our undertaking to perform the identified services.
Responsibilities and limitations related to r onattest services
For all nonattest services we may provide to you,your management agrees to assume all management
responsibilities;oversee the services;evaluate the adequacy and results of the services;ensure that your data
and records are complete;and accept responsibility for the results of the services.
Fees and terms
See the applicable SOW for the fees for the services.
Neexia
July 15,2021
City of Canton
Page 2
Work may be suspended if your account becomes 30 days or more overdue and will not be resumed until your
account is paid in full.If we elect to terminate our services for nonpayment,our engagements will be deemed to
have been completed even if we have not completed the services.you will be obligated to compensate us for all
time expended and to reimburse us for all out-of-pocket expenditures through the date of termination.
Payments may be made utilizing checks,Bill.com,your online banking platform,CIA's electronic payment
platform,or any other client Initiated payment method approved by CIA.CLA's electronic online bill pay
platform claconnect.com/blllpay accepts credit card and Automated Clearing House(ACH)payments.
Instructions for making direct bank to bankwire transfers or ACM payments will be provided upon request.
Otherf'ees
You also agree to compensate us for any time and expenses,including time and expenses of legal Counsel,we
may Incur in responding to discovery requests or participating as a witness or otherwise in any legal,regulatory,
or other proceedings that we are asked to respond to on your behalf.
Finance charges and collection expenses
You agree that if any statement is not paid within 30 days from its billing date,the unpaid balance shall accrue
Interest at the monthly rate of one and one-quarter percent(1.25%),which Is an annual percentage rate of 15%.
In the event that any Collection action is required to collect unpaid balances due us,reasonable attorney fees
and expenses shall be recoverable.
Mediation
These mediation provisions are applicable to any audit,examination,or agreed-upon procedures services
provided to you.Such provisions are also applicable to forecast or projection services and buy-side due diligence
consulting services.
Any disagreement,controversy,or claim("Dispute)that may arise out of any aspect of our services or
relationship with you shall be submitted to non-binding mediation by written notice("Mediation Notice")to the
other parry.In mediation,we will work with you to resolve any differences voluntarily with the aid of an
impartial mediator.
The mediation will be conducted as specified by the mediator and agreed upon by the parties(i.e.,you and CLA).
The parties agree to discuss their differences in good faith and to attempt,with the assistance of the mediator,
to reach an amicable resolution of the Dispute.
Each parry will bear its own costs in the mediation.The fees and expenses of the mediator will be shared equally
by the parties.
Any Dispute will be governed by the laws of the state of Minnesota,without giving effect to choice of law
principles.
timiation of remedies
These limitation of remedies provisions are not applcable for any audit,examination, or agreed upon
procedures services provided to you.
IuIV 15,2021
City of Canton
Page 3
Our role is strictly limited to the services described in an SOW,and we offer no assurance as to the results or
ultimate outcomes of any services or of any decisions that you may make hazed on our communications with
you.You agree that it is appropriate to limit the liability of CIA,its partners,principals,directors,officers,
employees,and agents(each a"CLA party")and that this limitation of remedies provision is governed by the
laws of the state of Minnesota,without giving effect to choice of law principles.
You further agree that you will not hold CLA or any other CLA party liable for any claim,cost,or damage,
whether based on warranty,tort,contract,or other law,arising from or related to this MSA,the services
provided under an SOW,the work product,or for any plans,actions,or results of an SOW,except to the extent
authorized by this MSA.In no event shall any CLA party be liable to you for any indirect,special,incidental,
consequential,punitive,or exemplary damages,or for loss of profits or loss of goodwill,costs,or attorney fees.
The exclusive remedy available to you shall be the right to pursue claims for actual damages that are directly
caused by acts or omissions that are breaches by a CLA party of our duties owed under this MSA and the specific
SOW thereunder, but any recovery on any such claims shall not exceed the fees actually paid by you to CLA
pursuant to the SOW that gives rise to the claim.
Time limitation
The nature of our services makes it difficult,with the passage of time,to gather and present evidence that fully
and fairly establishes the facts underlying any dispute that may arise between you and any CLA party.The
Parties(you and CLA)agree that,notwithstanding any statute or law of limitations that might otherwise apply to
a dispute,including one arising out of this MSA or the services performed under an SOW,for breach of contract
or fiduciary duty,tort,fraud,misrepresentation or any other cause of action or remedy,any action or legal
proceeding by you against any CIA party must be commenced as provided below,or you shall be forever barred
from commencing a lawsuit or obtaining any legal or equitable relief or recovery.An action to recover on a
dispute shall be commenced within the shorter of these periods("Limitation Period");
Consulting services
• For each service pursuant to an SOW,separately within twelve(12)months after the date we deliver the
services or work product pursuant to the SOW on which the dispute is based,regardless of whether any
CIA party provides other services for you under this MSA or other SOW.
• Within twelve(12)months from the date of our last billing for services performed pursuant to the SOW
on which the dispute is based.
• Within twelve(12)months after the termination by either party of either this MSA or the entity's
ongoing relationship with CLA.
Tax services
• For tax return preparation,separately within thirty-six(36)months after the date when we deliver any
final tax return(s)pursuant to the SOW on which the dispute is based,regardless of whether any CIA
party provides other services for you under this MSA or other SOW relating to said return(s).
• For tax consulting engagements,separately within thi rty-six(36)months from the date of our last billing
for services pursuant to the SOW on which the dispute is based.
luly 15,2021
City of Canton
Page 4
• For all tax return and tax consulting engagements,within twelve(12)months from the date when you
terminate this IVISA or the entity's ongoing relationship with CLA.
Examination,compllation,andpreparatlon services related to prospective financial information
• For examination,compilation,and preparation services related to prospective financial information(i.e.,
forecasts and projections),separately within twelve(12)months after the dates when we deliver the
work product pursuant to the SOW on which the dispute is based,regardless of whether any CLA party
provides other services for you relating to the work product.
Audit,review,examination,agreed-upon procedures,compilation,and preparation services other than those
related to prospective financial information
• For audit,review,examination,agreed-upon procedures,compilation, and preparation services,
separately within twenty-four(24)months after the dates when we deliver the work product pursuant
to the SOW on which the dispute is based,regardless of whether any CLA party provides other services
for you relating to the work product.
The applicable Limitation Period applies and begins to run even if you have not suffered any damage or loss,or
have not become aware of the existence or possible existence of a dispute.
Other provisions
Except as permitted by the"Consent"section of this agreement,CLA will not disclose any Confidential,
proprietary,or privileged information of the entity to any person or parry,unless the entity authorizes us to do
so,it is published or released by the entity,it becomes publicly known or available other than through disclosure
by us,or disclosure is required by law.This Confidentiality provision does not prohibit us from disclosing your
information to one or more of our affiliated companies in order to provide services that you have requested
from us or from any such affiliated company.Any such affiliated company shall be subject to the same
restrictions on the use and disclosure of your information as apply to us.
Pursuant to authority given by law or regulation,we may be requested to make certain workpapers available to
a regulator for its regulatory oversight purposes.We will notify you of any such request,if permitted by law.
Access to the requested workpapers will be provided to the regulator under the supervision of CLA personnel
and at a location designated by our f rm.Furthermore,upon request,we may provide copies of selected
workpapers to such regulator.The regulator may intend,or decide,to distribute the copies or information
contained therein to others,including other governmental agencies.
You acknowledge and agree that this agreement and the pricing structure and billing rates of CLA are sensitive
information which you shall not furnish or otherwise disclose to any third party without the prior written
consent of CLA or as required by law.
We will be responsible for our own property and Casualty,general liability,and workers compensation
insurance,taxes,professional training,and other personnel Costs related to the operation of our business.
When performing the services identified in applicable SOWS,we will utilize the resources available at the entity
to the extent practical to continue development of your personnel.During a portion of our work,we may
July 15,2021
City of Canton
Page 6
Technology
CLA may,at times,use third-party software applications to perform services under this agreement.You
authorize CLA to sign on your behalf any vendor agreements applicable to such software applications.CLA can
provide a copy of the application agreement at your request.You acknowledge the software vendor may have
access to your data.
We regularly aggregate anonymized client data and perform a variety of analyses using that aggregated data.
Some of these analyses are published to clients or released publicly. However,we are always careful to preserve
the confidentiality of the separate information that we obtain from each client,as required by the AICPA Code
of Professional Conduct and various laws.Your acceptance of this engagement letter will serve as your consent
to our use of City of Canton's anonymized data in performing and reporting on these cost comparison,
performance indicator and/or benchmarking analyses.
Termination of MSA
Either parry may terminate this MSA at any time by giving 30 days written notice to the other party. In that
event,the provisions of this MSA shall continue to apply to all services rendered prior to termination.
Agreement
We appreciate the opportunity to be of service to you and believe this MSA accurately summarizes the
significant terms of our relationship.This MSA,along with the applicable SOW(s),constitute the entire
agreement regarding services to be performed and supersedes all prior agreements(whether oral or written),
understandings,negotiations,and discussions between you and CLA. If you have any questions,please let us
know.If you agree with the terms of our relationship as described in this MSA, please sign,date,and return.
Sincerely,
CliftonLarsonAllen LLP
Nat _
,4 - 4V
Adam Pulley,CPA
Principal
309-495-8767
adam.pulley@CLAconnect.com
Response:
This agreement correctly sets forth the understanding of City of Canton.
h k mJwS)i
Kent McDowell
Mayor
kmcdowell@cantoncityhall.org
309-647-2640
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301 SW Mama Street Suite 1000
Peona, IL 61602
309-671- 00I Fax 3096714608
CLAconnect.wm
Preparation SOW
This agreement constitutes a Statement of Work("SOW")to the Master Service Agreement("MSA")made by and
between Clifton LarsonAllen LLP ("CLA" "we" "us," and "our") and City of Canton ("you" and "your") dated
July 15,2021.The purpose of this SOW is to outline certain services you wish us to perform in connection with
that agreement.
Scope of professional services
Adam Pulley is responsible for the performance of the preparation engagement and other services identified in
this agreement. He may be assisted by one or more of our authorized signers in the performance of the
preparation engagement.Beka Schultz is responsible for the daily activities of the engagement.
Ongoing normal accounting services:
• Outsourced accounting functions—consulting comptroller
— Reconcile bank accounts monthly and prepare journal entries for ledger fund balances
— Prepare departmental allocations and closing entries as outlined per budget
— Prepare various city-wide invoices, license renewals, and intergovernmental billings, utilizing the
City's Springbrook system,which is maintained by Springbrook
— Prepare financial statement information and present to management and council/oversight individual
— Attend council meetings upon request and availability
— Develop and track key metrics as requested and review periodically with council/oversight individual
— Import mapped payroll file into accounting software for ledger reconciliation
o Internal staff are responsible for processing payroll and related compliance,as well as employee
benefit invoices and payment reconciliations
— Document accounting process and procedures accordingly
— Update accounting software for various accounts and software dimensions as needed
Continue process and procedure improvement implementation to maintain an internal control
environment recommended as a result of the annual financial statement audit
— Report and manage cash Rows for funds and related savings accounts
— Gather information necessary to facilitate the entity's annual financial statement audit
— Assist with bank communications and negotiations
— Assist with annual 1099 and vendor compliance upon request
A member of
Nexia
imernanonai
July 15,2021
City of Union
Page 2
— Assist with group insurance plan and city-wide insurance communication and negotiations
— Provide budgeting services as approved
• ClA shall be authorized to the following cash access services:
— Prepare checks and wire transfers to be drawn upon your bank account(s)and to use the above noted
methods to thereby finally approve such checks for payment by the corresponding banks) upon
request or in the absence of the Treasurer(time to be separately if recurring or based on volume of
transactions.)
— Take deposits to the bank that include cash at the discretion of management or council.
Preparation servkes—finandal statements
You have requested that we prepare a bi-monthly Comptroller Report of the City of Canton,which comprise the
financial information identified below.
• Fund trending for the fiscal year
• Budget vs.Actual comparisons for various funds
• Various interfund balances and external receivables/liabilities
The financial statements will not include the statement of cash flows and the disclosures ordinarily included in
financial information prepared in accordance with the regulatory basis of accounting.
Preparation services—prospectim inandal Information(Le,unexplredbudgetiniformicition)
You have requested that we prepare the financial forecast of City of Canton,which comprises the forecasted
financial information identified below.
• Fund trending for the fiscal year
• Budget vs.Actual comparisons for various funds
• Various interfund balances and external receivables/liabilities
A financial forecast presents,to the best of management's knowledge and belief,the entity's expected financial
position,results of operations,and cash Rows for the forecast period.It is based on management's assumptions
reflecting conditions it expects to exist and the course of action it expects to take during the forecast period.
The financial forecast will omit substantially all of the disclosures required by the guidelines for presentation of a
financial forecast established by the American Institute of Certified Public Accountants(AICPA presentation
guidelines)other than those related to the significant assumptions,The financial forecast will identify this
departure.
Management has requested the financial forecast be prepared without substantially all disclosures,which is a
departure from the AICPA presentation guidelines.The financial forecast will identify these departures.
The supplementary information accompanying the financial forecast will be prepared and presented for
purposes of additional analysis and is not a required part of the basic financial forecast.
July 15,202I
City of Canton
Page 3
References to financial statements in the remainder of this SOW are to be taken as a reference to also include
the prospective financial information,where applicable.
Engagement objectives and our responsibilities
The objective of our engagement is to prepare financial statements in accordance with the financial reporting
framework based on information provided by you and information generated through our outsourced amounting
services.
The objective of our engagement is also to prepare a financial forecast in accordance with the guidelines for the
presentation of a financial forecast established by the American Institute of Certified Public Accountants(AICPA
presentation guidelines)based on information provided by you.
We will conduct our preparation engagement in accordance with Statements on Standards for Accounting and
Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the American
Institute of Certified Public Accountants (AICPA) and comply with the AICPA's Code of Professional Conduct,
including the ethical principles of integrity,objectivity,professional competence,and due care.
Engagement limitations
We are not required to, and will not,verify the accuracy or completeness of the information you will provide to
us for the engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion.
Accordingly,we will not express an opinion,a conclusion, nor provide any assurance on the financial statements
and the supplementary information.
Our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including
those caused by fraud or error,or to identify or disclose any wrongdoing within the entity or noncompliance with
laws and regulations.We have no responsibility to identify and communicate deficiencies in your internal control
as part of this engagement. You agree that we shall not be responsible for any misstatements in the entity's
financial statements that we may not identify as a result of misrepresentations made to us by you.
No assurance statement
The financial statements will not be accompanied by a report. However, management agrees that each page of
the financial statements will include a statement clearly indicating that no assurance is provided on them.
There will usually be differences between the forecasted and actual results,because events and circumstances
frequently do not occur as expected,and those differences may be material.Management agrees that the
introduction to the summary of the significant assumptions will include a caveat to that effect.
Our firm cannot be associated with any financial statements you file with the U.S. Securities and Exchange
Commission(SEC)and accordingly,the name of our firm cannot be included in any of City of Canton's publicfilings.
Management responsibilities
The engagement to be performed is conducted on the basis that management acknowledges and understands
that our role is to prepare financial statements in accordance with the financial reporting framework.
We are required by professional standards to identify managements responsibilities in this agreement. Those
standards require that you acknowledge and understand that management has the following overall
July 15,2021
City of Canton
Page J
responsibilities that are fundamental to our undertaking the engagement to prepare your financial statements in
accordance with SSARSs:
a. The selection of the financial reporting framework to be applied in the preparation of the financial
statements and the use of the AICPA presentation guidelines in the preparation of the forecast.
b. The design,implementation,and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement,whether due to fraud or
error,and the development of assumptions that reflect your plans and expectations regarding events
and circumstances for the forecast period.
c. The prevention and detection of fraud.
d. To ensure that the entity complies with the laws and regulations applicable to its activities.
e. The accuracy and completeness of the records,documents,explanations,and other information,
including significant judgments,you provide to us for the engagement to prepare financial statements.
f. To provide us with the following:
I. Access to all information relevant to the preparation and fair presentation of the financial
statements,such as records,documentation,and other matters.
ii. Additional information that may be requested for the purpose of the engagement.
Ill. Unrestricted access to persons within the entity with whom we determine it necessary to
communicate.
We understand that you are engaging us to make recommendations and perform services to help you meet your
responsibilities relevant to the preparation and fair presentation of the financial statements(items a and b).
The AICPA presentation guidelines require a summary of significant assumptions.We will assist management in
the development of the assumptions for the financial forecast;however,management acknowledges that it is
responsible for the assumptions(including review and approval of the assumptions)and for the preparation and
fair presentation of a financial forecast that presents,to the best of management's knowledge and belief,the
entity's expected financial position,results of operations,and rash Flows for the financial forecast period,based
on management's assumptions and reflecting conditions management expects to exist and the course of action
management expects to take during the forecast period assuming the hypothetical assumptions.
For all accounting services we may provide to you, including the preparation of your financial statements,
management agrees to assume all management responsibilities;oversee the services;evaluate the adequacy and
results of the services;and accept responsibility for the results of the services.
July 15,2021
Gty of Canton
Page 6
Use of financial statements
The financial statements we prepare are for management's use. If you intend to reproduce and publish the
financial statements,they must be reproduced in their entirety.
Agreement
We appreciate the opportunity to provide the services described in this SOW related to the MSA. All terms and
provisions of the VISA shall apply to these services.If you agree with the terms of this SOW,please sign below and
return a signed copy to us to indicate your acknowledgment and understanding of,and agreement with,this SOW.
Sincerely,
Cliftonlarso_n/Al'len LLP
cuat NN - 441"�
Adam Pulley,CPA
Principal
309-495-8767
adam.pulley@CLAconnect.com
Response:
This letter correctly sets forth the understanding of City of Canton.
Accepted: �
Kent McDowell
Mayor
309-647-2640