HomeMy WebLinkAboutResolution #5034 (Clifton Larson Allen) A RESOLUTION ADOPTING A LETTER OF ENGAGEMENT BETWEEN CLIFTON
LARSON ALLEN LLP AND THE CITY OF CANTON #5034
WHEREAS, due to the resignation of the City Comptroller, Caty Campbell and the
retirement of the City Treasurer, Kathy Luker, and the lack of qualified applicants, the City
Council of the City of Canton determined that it was necessary and in the best interests of the
citizens of the City of Canton, to outsource the immediate financial department needs of the City
of Canton; and
WHEREAS, City Administrator Jason Strandberg, City of Canton Clerk Diana Pavley-
Rock, City of Canton Treasurer Kathy Luker met with and interviewed representatives of Clifton
Larson Allen LLP (CLA); and
WHEREAS, City Treasurer Kathy Luker announced her retirement and CLA agreed to
perform the Comptroller's duties as well as the Treasurer's duties until the City of Canton could
hire and train a Treasurer; and
WHEREAS, City Administrator signed the attached Letter of Engagement with CLA set
forth in Exhibit "A" attached hereto and incorporated herein for financial and accounting
services; and
WHEREAS,the Finance Committee of the City of Canton has determined that it is in the
best interests of the City of Canton to adopt the attached Letter of Engagement with CLA
attached and incorporated herein for financial and accounting services; and
WHEREAS, the City Council of Canton has made a similar determination.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL
OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Letter of Engagement attached hereto and incorporated herein as Exhibit A
is hereby adopted by the City Council.
2. That the Mayor and City Council hereby adopt the City Administrator, Jason
Strandberg's signature, on the Letter of Engagement.
3. That the Resolution shall be in full force and effect immediately upon its passage by
the City Council of the City of Canton, Illinois and approved by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 3rd day of
November, 2015, upon a roll call vote as follows:
AYES: Aldermen Craig West, Tad Putrich, Jim Nelson, Ryan Mayhew, Gerald Ellis,
John Lovell, Angela Hale
NAYS: None
ABSENT: Alderman Justin Nelson
APPROVED,
Jeffr Fri(zyor
ATTE
Di Pavley- oc , City Cler
CliftonLarsonAllen
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July 1,2015
Engagement letter
tailored for:
City of Canton
Prepared by:
Matt A.Smutz,CPA
Matt,Smutz@CLAconnect.com
Direct 309-495-8782
CLAconnect.com
Clifton LarsonAllen LLP
301 SW Adams Street,Suite 1000
Peoria,IL 61602-1557
309-671-4500 1 fax 309.671-4508
Clifton LarsonAllen CLAconnect.com
July 1,2015
The Honorable Jeffrey Fritz
City of Canton
2 North Main Street
Canton, IL 61520
Dear Mayor Fritz:
In order to document the understanding between us about the terms, objectives, and scope of our engagement
and the nature and limitations of the services Clifton LarsonAllen LLP(CLA)will provide for City of Canton ("you,"
"your," or "the organization") beginning May 1, 2015 and evaluated annually, we are entering into this
agreement. This agreement defines the services we will perform for you as well as your responsibilities under
this agreement.
Matt Smutz is responsible for the services identified in this agreement. Dan Bender is responsible for the daily
activities of the engagement.
Scope of professional services
CLA will perform the following services for your organization:
Comptroller services
We will serve as the City Comptroller:
• Perform duties and responsibilities as outlined in the job description
• Perform interim Treasurer job duties
This project will begin the week of June 12,2015.
Engagement objectives,limitations,and responsibilities
The objective of our engagement is to provide the City Comptroller services.
For all accounting services we may provide to you, 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.
Our engagement 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 letter, we have no responsibility to
identify and communicate deficiencies in your internal control as part of this engagement.
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July 1,2015
City of Canton
Page 3
Fees and terms
• Services performed for City Comptroller $5,500 per month
o Not to exceed$6,500 for the first two months of services performed
• Services performed for Interim Treasurer $90 per hour
Our fees for these services will be based on the time involved and the degree of responsibility and skills
required, plus expenses including internal and administrative charges.The time estimate Is based on anticipated
cooperation from your personnel and their assistance with preparing requested schedules. If the requested
items are not available on the dates required or are not accurate, the estimated fee for services will likely be
higher. If unexpected circumstances require significant additional time, we will advise you before undertaking
work that would require a substantial increase in the fee estimate.
Our invoices for these fees will be rendered each month and are payable on presentation.Terms of payment for
services are net 10 days. In accordance with our firm policies,work may be suspended if your account becomes
60 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 engagement will be deemed to have been completed.. 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.
Other fees
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. You and your attorney will receive a copy
of every subpoena or request we are asked to respond to.You can control the costs of any discovery process or
document request by informing us which requests you would like us to act on.
Finance charges and collection expenses
You agree that if any statement is not paid within 30 days from its 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.
Limitation of remedies
Our role is strictly limited to the engagement described in this letter,and we offer no assurance as to the results
or ultimate outcomes of this engagement or of any decisions that you may make based upon our
communications with, or our reports to, you. You agree that it is appropriate to limit the liability of CLA, its
partners, principals,directors,officers,employees, and agents("we"or"us") 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 us liable for any claim, cost, or damage, whether based on warranty,
tort, contract, or other law, arising from or related to this agreement, the services provided under this
agreement, the work product, or for any plans, actions, or results of this engagement, except to the extent
authorized by this agreement. In no event shall we 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 attorneys'fees.
July 1, 2015
City of Canton
Page 4
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 us of our duties under this agreement,but any recovery on any
such claims shall not exceed the fees actually paid under this agreement by you to CLA.
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 us. The parties (you and CLA)
agree that, notwithstanding any statute or law of limitations that might otherwise apply to a dispute, any action
or legal proceeding by you against us must be commenced within twenty-four(24)months ("Limitation Period")
after the date when we deliver our final work product under this agreement to you, regardless of whether we
perform other services for you,or you shall be forever barred from commencing a lawsuit or obtaining any legal
or equitable relief or recovery.
The 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
CLA will not disclose any confidential, proprietary, or privileged information of the organization to any persons
without the authorization of organization management.
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 above, we will utilize the resources available at your organization to the extent
practical to continue development of your personnel. During a portion of our work, we may require the use of
your computers.We will try to give you advance notice and coordinate our use so it does not interfere with your
employees.
The relationship of CLA with the organization shall be solely that of an independent contractor and nothing in
this agreement shall be construed to create or imply any relationship of employment, agency, partnership, or
any relationship other than an independent contractor.
If applicable,accounting standards and procedures will be suggested and applied that are consistent with those
normally utilized in an organization of your size and nature. Internal controls may be recommended relating to
the safeguarding of the organization's assets. If fraud is initiated by your employees or other service providers,
your insurance is responsible for covering any losses.
The organization agrees that CLA will not be assuming any fiduciary responsibility on your behalf during the
course of this engagement.
Employment provision
In the event that a CLA employee is solicited to work in a position as an employee of your organization, and in
the event that the CLA employee accepts the position of employment with your organization, the following
conditions will apply:
July 1, 2015
City of Canton
Page 5
1. CLA will require a four-week notice period subsequent to the employee's written notice to CLA, and
2. The organization will be required to pay an employment fee of$60,000 for the controller and $25,000
for the staff accountant to CLA immediately upon receipt of this notice.
If any former CLA employee shall be hired as an employee within 60 days of leaving CLA, there shall be a
refutable presumption that the CLA employee was solicited to work as an employee of your organization and
the above fee shall be payable to CLA.
Consent
Consent to use financial information
Annually,we assemble a variety of benchmarking analyses using data obtained through our client engagements.
Some of this benchmarking information is published and released publicly. However, the information that we
obtain is confidential, as required by ET Section 301 of the AICPA Code of Professional Conduct.Your acceptance
of this engagement letter will serve as your consent to use of City of Canton's information in these cost
comparison,performance indicator, and/or benchmarking reports.
Subcontractors
CLA may, at times, use subcontractors to perform services under this agreement, and they may have access to
your information and records. Any such subcontractors will be subject to the same restrictions on the use of
such information and records as apply to CLA under this agreement.
Agreement
We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the
significant terms of our engagement. This letter constitutes the entire agreement regarding these services and
supersedes all prior agreements (whether oral or written), understandings, negotiations, and discussions
between us. If you have any questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sign,date, and return the signed copy to us.
Sincerely,
CliftonLarsonAllen LLP
)14,w a. A 1 --
Matt A.Smutz,CPA
Principal
309-495-8782
Matt.Smutz@CLAconnect.com
Enclosure
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July 1,2015
City of Canton
Page 6
Response:
This letter correctly sets forth the understanding of City of Canton
Authorized Signature:
Title:
Date: -7 /1) �r
Email
Telephone: ?(7j�j _ (Ih2 (, 4-d
Fax number: 3001 ^ ({7 -a3 IY