HomeMy Public PortalAbout042-2023 - Baker Tilly Municipal Advisors, LLC - Professional Accounting Services and Report lirPROFESSIONAL SERVICES AGREEMENT
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THIS AGREEMENT made and entered into this /1 --1---- day of da,,4 , 2023, and
referred to as Contract No. 42-2023, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Baker Tilly Municipal Advisors, LLC, 8365 Keystone Crossing,
Suite 300, Indianapolis, Indiana, 46240-2687 (hereinafter referred to as the"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional accounting support services, annual report
services, and budget assistance services for the City of Richmond Finance Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit is dated February 7,
2023, consists of five (5) pages, and is hereby incorporated by reference and made a part of this
Agreement. Contractor shall perform all work and provide all services described on Exhibit"A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 42-2023
Page 1 of 7
SECTION III. COMPENSATION
City shall pay Contractor at the rates listed within Contractor's proposal for performing all work
described herein in a satisfactory and proper manner.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
March 1, 2024.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b, submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
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limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government, the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
Page 3 of 7
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
Page 4 of 7
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4, That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
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time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
[Signature Page to Follow.]
Page 6 of 7
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CONTRACTOR"
"CITY" BAKER TILLY
THE CITY OF RICHMOND, MUNICIPAL ADVISORS, LLC
INDIANA by and through its 8365 Keystone Crossing, Suite 300
Board of Public Works and Safety IndiapAperIN 46240-2687
By: 66,Ca Daniel A. edden, Partner
Vicki Robinson, President
,
Date: „34,/e
By:
Emily Palmer, Member
By:
Matt Evans, Member
2 2,
Date:
APPROVED:
Qavid . Sn , Ma
Date: 03 06 Z 3
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SCOPE APPENDIX to �
Engagement Letter dated: May 36. 2U22 '
Between City of Richmond, Indiana and !
Baker Tilly US, LLP �
RE: Accounting and Reporting Support Services �
DATE: February 7. 2U23 �
This Scope Appendix is attached by reference to the above-named engagement letter (the "Engagement
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Letter") between the City of Richmond, Indiana(the"Client")and Baker Tilly US, LLP and relates to services
to be provided by Baker Tilly Municipal Advisors. LLC. �
SCOPE OFWORK
Baker Tilly US, LLIP ("BTUS^) and Baker Tilly Municipal Advisors, LLC (^BTW1A'')vviU pedbmn the following
services: �
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A. Accounting System Bank Reconciliation (Consulting Services) �
1, Analyze Client prepared monthly bank reconciliations for reasonableness and accuracy. �
2. Develop a database cfcash receipts and diobu,oements, as necessary. �
3. Compare bank statement transactions to the database and/or computerized accounting system, |
4. Develop receipt and disbursement proofs by month to develop e list of reconciling items, as �
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necessary. �
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5. Confer with the Client to determine the context of reconciling items. �
G. Assist Client to develop proposed adjusting journal entries to reconcile general ledger and bank |
totals.
7. Confer with the Client regarding ongoing monthly procedures in order to determine heat practices �
and required monthly procedures in order to produce timely financial accounting and reporting. |
B. Gateway Annual Report(Consulting Services) �
1. Client will provide BTUS a detailed trial balance and any supporting schedules necessary to support
the trial balance totals.
2. Client will provide BTUG supporting documentation for Grants toinclude local project name,federal
program title,federal egency, pass through agency, CFOA Number, award name, award number, i
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grant type. |moa| fund nomber, grant nepsipts, grant disbursementa, amount provided to mmb'
nac|pients. emmountof loans outstanding, amount ofnon-cash assistance for the year and amount �
of insurance in effect for the year.
1 Client will provide BTUS with non-depreciable and depreciable capital ouset additions and deletions �
for the reporting year. BTUSwill assist Client to compute depreciation enpenmaendoccumu/ated |
depreciation based on Client's capital asset policy. |
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4. Client will prcvide BTUS with information on all outstanding leases including the lessor, description �
of the lease, annual lease payment, beginning date of lease and ending date of lease. �
5. C|ientvviU provide BTU8 with information on financial assistance to non-govern mental entities �
including the name, federal tax identification number, addreaa, contact infonnetinn, source of �
funding, amount of funding and type ofentity.
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SCOPE APPENDIX to �
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Engagement Letter dated: MawZ6, 2022
Between City of Richmond, Indiana and
Baker Tilly US, LLP
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S. Client will proviide BTU8with information necessary to complete the reporting requirements for �
Public Official Surety Bonds including pooition, type, name, amount ofbond and term. �
T Client will complete the Risk Assessment questionnaire:
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e. Assist Client ho upload supporting documentation for the risk assessment questionnaire.
b. Assist withother parts oa needed, but not in lieu of management control.
8. Data upload into Gateway: �
e. Assist Client to download text files from the Client's accounting and reporting omfbmana in �
accordance with Gateway reporting nequinements, as applicable. |
b. Assist Client tu upload text files into Gateway, ooapplicable. �
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c. Or;Assist Client hz generate data totals for manual entry into Getewoy, as applicable,
S� Assist Client to tie beginning balances to prior Gateway Annual Report. �
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10. Assist Client to de remeipts, disbursements and ending balances to current year financial |
information.
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11� Assist Client hoanalyze that transfers in equal transfers out. �
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12. Assist Client to compute receivables and peyabdos000f December 31.
13. Assist Client hm complete debt service reporting. |
14. Assist Client tocomplete pension reporting. �
C. Annual Budget Assistance and Analysis (Consulting Services) �
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1. Meet with the Client to discuss the budget process and collect data for budget preparation. i
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2. Develop or analyze the budget calendar for consideration by the legislative body.
1 Assist with Client prepared budget estimates. �
4. Con-putestat- distributed revenues based on formula sheets, nortificationm, and other information
provided by the Department of Local Government Finance ("DLGF") and the Auditor of State. �
5. Compute miscellaneous revenues based on historical information provided by the Client. �
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O. Compute the estimated maximum levy. �
7. Compute the,estimated tax rate and levy byfund. �
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8. Assist with the preparation of prescribed forms related to the annual budget.
Q, Assist the Ckent with entering budget data into the Indiana Gateway program.
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SCOPE APPENDIX to
Engagement Letter dated: May 26, 2022
Between City of Richmond, Indiana and
Baker Tilly US, LLP
10, Monitor the completion of the required steps of the budget process with the Client.
11. Attend one (1) public meeting at the discretion of the Client to present budget information to the
legislative body.
12. Analyze the 1782 Budget Notice on behalf of the Client to ensure accuracy and completeness.
13. Provide periodic budget management assistance through telephone, remote and on-site support.
D. Levy Appeals (Consulting Services) (as necessary)
1. Assist the Client with determining its eligibility to apply for a property tax levy appeal with the DLGF.
2. Assist with the preparation of the State appeal application and supporting documentation for levy
appeals.
3. Submit the levy appeal petition and application to the DLGF.
4. Monitor the completion of the required steps of the levy appeal process with the Client.
E. Additional Appropriations(Consulting Services)
1. Develop a timeline for the steps required to request approval of an additional appropriation from
the DLGF.
2. Analyze estimated receipts and cash on hand to determine ability to fund requested additional
appropriation.
3. Assist with State prescribed additional appropriation documents.
4. Assist the Client to monitor completion of the required steps of the additional appropriation process.
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FE-XHIBIT A PAGE LPF___5:11
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SCOPE APPENDIX to
Engagement Letter dated: May 26, 3022
Between City mf Richmond, Indiana and
Baker Tilly US, LLP
Compensation and |nvoioinq |
Baker Tilly will reserve Lp to One Hundred Sixty-Five(165) hours of support forthe Client.Time is generally |
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allocated as Fifty (GO) hours for the Annual Report, Fifty (50) hours for the Annual Budget and Sixty-Five
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K65 hours for accounting support at the direction of the Client. Fees for services set forth in the Scope
Appendix will be billed at the standard billing rates based upon the actual time and expenses incurred.
Based on the estimated hours nfsupport, the calendar year 2O23 budget is Forty-Five Thousand Dollars
($45.UOO).
Standard Hourly Rates by Job Classification
1/1/2O23
Partnere/Principals/Directors $295.00 to $525�00
Managers $235.00 to $340.00
Consultants/Analysts $160.00 to $235.00
Support/ Paraprofessional $115,00 to $175.00 �
|otarm $110.00 to $145.00
° Billing rates are subject to change periodically due to changing requirements and economic
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conditions. The fees billed wil/be the fees /n place at the time services are provided, Actual
fees will be based upon experience of the staff aco' �dendbh�conqr�xdyofbheenQeg�nnenL �
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The above fees shall include all expenses incurred by BTUS with the exception of expenses incurred for
mileage which will be billed on a separate line item. No such expenses will be incurred without the prior
authorization of the Client. The fees do not include the charges of other entities such as rating agencies,
bond and official stedemnentprinters, couriern, navvopapers, bond insurance companies, bond counsel and
local oounuel, and edentronio bidding samioam. including Porih/°44. Coordination of the printing and |
distribution of Official Statements or any other Offering Document are to be reimbursed by the Client based �
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upon the time and expense for such services. �
BU||nqProoedurms �
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Nomno|ly, you will receive m monthly statement showing fees and costs incurred in the prior month.
Occasionally, we may bill on a less frequent basis if the time involved in the prior month was minimal or if
arrangements are made for the payment of fees from bond proceeds. The account balance is duo and �
payable on receipt of the statement. |
NonottestGemioea
As pert of this mngegement, we will perform certain nonattaat services. For purposes of the Engagement
Letter and this Scope Appendix, nonottest services include eemioaa that the Government Auditing
Standards refers!ooenonauditservices. �
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VVe will not perform any management functions or make management decisions on your behalf with respect
to any nunatteoteenAceavveprovide,
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SCOPE APPENDIX to
Engagement Letter dated: May 26' 2022 |
Between City of Richmond, Indiana and /
Baker Tilly US, LLP
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In connection with our performance of any nonattest services, you agree that you will"
• Continue to maKe all management decisions and perform all management functions, including
approving all journal entries and general ledger classifications when they are submitted to you. �
• Designate an employee with suitable aki||, knmw|edge, and/or experience, preferably within senior
management, to oversee the services weperform. �
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» Evaluate the adequacy and results of the nonottes services weperform.
• Accept responsibility for the results of our nonattentservices. �
• Establish and maintain internal contro|a, including monitoring ongoing activities related to the
nonattoatfunotion.
Conflicts ofInterest
Attachment A to the Engagement Letter contains important disclosure information that is applicable to this
Scope Appendix. !
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We are unaware of any additional conflicts of interest related to this Scope Appendix that exist at this time.
Termination �
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This Scope Appendix will terminate according to the terms of the Engagement Letter. �
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Notwithstanding termination provisions contained in the Engagement Letter, it is agreed that relative to this
Scope Appendix that both the Client and Baker Tilly have the right to terminate the work being done under
the Scope Appendix.This Scope Appendix will otherwise terminate 60 days after completion of the services �
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described herein. On termination, all fees and charges incurred prior to termination shall be paid promptly. �
If this Scope Appendix is oomepbab|e, please sign below and return one copy to us for our files. We look
forward to working with you on this important project, |
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Sincerely, �
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Daniel A. Hadden. Pairtner
Signature Section:
The services and terms aa set forth in this Scope Appendix are agreed toon behalf of the Client by: �
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Name:
Zx
Title-
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