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HomeMy Public PortalAboutORD12173 �i r r. t•; � f" f�' :a BILL NO. SPONSORED BY COUNCILMAN NILGES__rr____ ORDINANCE NO, 12173 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AN AGREEMENT WITH WILLIAMS- KEEPERS, CERTIFIED PUBLIC ACCOUNTANTS TO PROVIDE AUDIT SERVICES. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: !ection I. The Mayor and City Clerk are hereby authorized to enter into an agreement with Williams-Keepers, Certified Public Accountants to provide audit services. Section 2. The agreement shall be substantially the same in form and content as the contract attached hereto as Exhibit A. erection 3. This ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: /02&ZA/ Approved:�� Presidi Officer ATTEST: City Clerk�- ' i �. , r ..ig , ;, e:dt . i •./ '� FrxwAt'• .+}. was'SS tt ,' � .., ai�. •:y'•. ,.J,. i,"1„ ' • z :• 1�� 1•a.,.�'•t. t* S ::'Y»r 4 7a 4 .,3 .y,:,. `�j.F r aY ,�,.,. �'�j.��.�,t,St "�,� 'tt*�''�4.,Y',���'S��`�$F�"''yn�����,Yr' ,+� t•�l�jgi","�>y�Y k��y"�:'X��iS}q+s`T'j�r�;Fti�4'X`�'�'lr�`�Y{'?.YnY`�`,�$x�S:�pN�.hr"X'�;�Yj tM� 4� et J . CITY OF JEFFERSON ` AMENDMENT TO CONTRACT FOR ,AUDIT SERVICES <:•bY i WHEREAS,the City of Jefferson, Missouri, a municipal corporation hereinafter designated Y, "City," entered into an Agreement with Williams-Keepers, Certified Public Accountants, a y partnership, hereinafter referred to as "Auditor," on the 4th day of November 1994; WHEREAS,the Agreement was for certain technical and professional services described in Exhibit A, which was attached to the Contract dated November 4, 1994. WHEREAS, the parties wish to amend the Contract of November 4, 1994, to increase the r contract amount and percentage of compensation mutually agreed to by both the City and Auditor. ` rkryx �•4 `e A WHEREAS, the parties wish to amend the term of the Contract dated November 4, 1994. NOW, THEREFORE, be it agreed as follows: 1. The parties hereby agree to amend the paragraph 6, entitled"Compensation," to read as follows: ; CoMensation. The City agrees to pay the Auditor in accordance with A� the terms set forth in Exhibit A, which shall constitute complete * compensation for all services to be rendered under this contract. The i•j final payment will be subject to receipt of a requisition for payment and ky a statement of services rendered certifying that the Auditor fully performed all work to be paid for in conformance with the contract. It f is expressly understood that in no event will the total compensation 'r. and reimbursement to be paid to the Auditor under the terms of this h " . contract amendment exceed the sum of Twenty Six Thousand Six Hundred Dollars ($26,600.00) for all services required unless specifically and mutually agreed to in writing by both the City and Auditor. Such compensation is payable monthly to the Auditor under ' progress billings based upon services performed to the date of such billings, up to eighty-five percent (85%) of the total compensation amount. The remaining fifteen percent(15%)of such compensation will be paid after acceptance by the City Council and after acceptance by the cognizant agency which shall be presumed after thirty (30) days have elapsed from the time of delivery to the agency, unless the agency 4 notifies City of a problem. No change in compensation shall be made x unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. 2. The parties hereby agree to amend the paragraph 17, entitled"Term," to read as follows: c:\trad\contracta\profservices\wilhams keepera\contract 1996.1997.wpd r Ay .N � v` A } .. a• 11 S' ,",6TL+ lJ.. .yr y � ��C �i�ya+I`iY" i n :.Y.!�S 'a� .t`& ,ri:,;:` �;a,Ir' r{�' 1 Z Ewai4 •Y' �}L#{i "f (w t 4," �z>L.n � M A i s`l(� (a a ,ry y/t S.1.t Forty kt 4Y4 jf6 i 5Y r'} .F;..r' !1:.i'I Ts A t r`t,, f:, .+�!•,<,,vf Ai..v.'s a,.�• i�ir5....4,i..k,J i.i.t�1.F i t 1{.t�t�7:k p f.1a ; .r 9..t,imp," ¢" 'r`}n�}tksa/!i bb::;;�fn:,�;}r;f�.+:�,,r P;f, i 3 a.�i s�;.e,s:.h8:'�.:��i I}�`Hi 1/3 rt�s?�,T rt.:�..•1;r�l'.t y K M ..F,�ti�l a,.. I4;ijti;(i •L' •; 7 rt�: t iii f1j k j=. �`�'i•11�r? S: ,•VA:.:4 �4y.It )� f�X4, fy f ar rS r )41Cp PF L 1 ay i R 1 r t r i 4 1 r�i; .,. ` ri .�. Is y j'�s t tit.�sl.i:t icy ..c 1y isy /� �"}.r. � -} 4 1 t1 . .t, '.+• 3 '� �'�N .�r 'f A it i Y 1 ' r,JyY t�f }.. t 1 •� y`L.1 + :il}+ t . ..4.i. TrTt .:i = 1 s A +e+ ^t !t f : r r a ,5 y Y .�4� i i, ,t at �kF' � FFt � r trY .t r+�^' s �t•.:g t rt..:l C '�.) Y i � .y 17 r ;+ .� } ..�`•i r.i:' Y O ..+. .� .}'r t S ;� t'` J r 3i�t fr n ifi„ y,; �t= sr� �r J:. i'ti + .'i i .+, '.+ ��� t .. y •'�'` s}. r ✓'.. •.) � � >r �tj•'i„f i .� r ,r. 1 i r�', }.1,1 a 't � � :..,44a s'. c• j: � � `,, .r r= 1 val .y,�ry �'c'� t. d I sa 'x A '+t �':�i3�p, '! K.: '�'.•: t' �*+. ,4 + .i,� r y �. y� .. .., .y.W,l k A �.r WHEREAS, the City of Jefferson, M.L ssouri, a municipal corporation hereinafter designated "City", entered into an Agreement with Williams-Keepers, Certified Public a, Accountants, a partnership, hereinafter referred. to as "Auditor", on the 4th day of November 1994; WHEREAS, the Agreement was for certain technical and professional services ` described in Exhibit "A," which was attached to the Contract dated November 4, 1994. r Y� WHEREAS, the parties wish to amend the Contract of November 4, 1994, to increase the contract amount and percentage of compensation mutually agreed to by i both the City and Auditor. WHEREAS,the parties wish to amend the term of the Contract dated November r 4, 1994. L, NOW, THEREFORE, be it agreed as follows: �i ' d^l 1. The parties hereby agree to amend the paragraph 6, entitled r "Compensation", to read as follows: 4` Compensation. The City agrees to pay the Auditor in accordance w , with the terms set forth in Exhibit A, which shall constitute ' P complete compensation for all services to be rendered under this ; � P contract. The final payment will be subject to receipt of a requisition for payment and a statement of services rendered certifying that the Auditor fully performed all work to be paid for in conformance with the contract. It is expressly understood that in no event will the total compensation and reimbursement to be paid to the Auditor under the terms of this contract amendment exceed the sum of Twenty Five Thousand Three Hundred Dollars q ($25,300.00) for all services required unless specifically and mutually agreed to in writing by both the City and Auditor. Such compensation will be paid 85% after acceptance by the City , Council and 15% after acceptance by the cognizant agency which shall be presumed after 30 days have elapsed from the time of delivery to the agency,unless the agency notifies City of a problem. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. c:\Contract\ProfSery\AudltWbl.Anld r} {f fi 5 ! 1 f' 1',.rl•.+:. ... +t� 'f x 9;. td ^,.*' {' t t G t•NI �! 3-.a S dr a k'e 'L,a 3'�s�t�x;.. ,'t •� .w:. 3 h ,t�,X7 .�t� r,.�.' .h s 1 ::t , 1 y'�,, 3 .S �' r't '� t 1�}s`� � £ �' ?�, F•.jt ;"ti' .�\ �' �jlt ,�' '' �krat'fi�y a: S'' i`?. °; � f 3. .l yQ' ,C( .x.e1r4 !y:rr'8, //�'h14 '� . tj*j � �!' � ,;5"� tt r S i 1't ..;• i �s'.3..l. .a i.1' V ,S,e' 1 "th..'�F '�:t ` Eg F� ;,�•� # �}e t �� •f Stj'.*�•� "FT.+� n �t r ! �Y-. r �.. i. ii.:ri','iv�,tr..r,i.x",;'`''" „fk ri ..`ti���.rit.'�'47,rf,Y�".al�i'��)C�`,� ) Fi�j�ia"`�,�. �'R.?rs;} �z������iVSS?t..�rz 'f��r��+i� �R y'r�`�r'"�� :�!v.^S i'}'i'v..✓1=hv � ,,.•rat '`ice ff r: ,ah 5 ' < it ..3 1 1 . 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S,» jt'�;,/i '3 .'�'', t 'i' f+tf"i s.'. v'9av`i�;L�'Y�i t}±sy� r F.a f �.5' .;� } i,Y ii.• t '.s ♦ N :1 � I'/�.. � f:'.A',��T,,•K 3 1;.;�Ir,y^,}y,r,}h1)? i i7'• !,'i;C' ..1' 1! -�,. :t�.;:.ft{,: •`j.J� `.tr y} a +'i' w�tiiYFt, 1,:{ �,Iw»:h, � `L. ryl7�ti5h .s ,f •,: f.. .t r;T�,•q,� ''� ,�'„c.y:;�' E;;�� t,. a�,h�{j f,y„?�r t r kd�;�,ts)t 3.,iC.;��t t i ;:`t s• �`k '`'}Jtft�,r}u ,y<:L:,;.r„�-•.y';�r fi tr.�r; }..:t.Yf� �'•�i ij /Akf�u "�'� t!. •�,lx:, 't'+^ �.ip�sc,'� !: Gav/a,,'7� ar�F^k ? .h.y. �rM ;y�i �.i1 ��h;�f �:a:,� Tj,�.?1�i '.f;r t A 1F �1, AUDIT SERY ICF,S CONTRACT This Contract is made and entered into the 3t ,.. day of May, 1995, by and between th e City o f Jefferson, Missouri, a municipal corporation, hereinafter referred to as "City", and Williams - Keepers, Certified Public Accountants, a partnership,hereinafter referred to as "Auditor". WITNESSETH: THAT, WHEREAS, the City desires to engage the Auditor to render certain technical and professional services described in Exhibit A for the City of Jefferson Firemen's Retirement Flan. WHEREAS, the Auditor made certain representations and statements to the k, City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Auditor for the performance of services by the Auditor. NOW,THEREFORE,for the considerations herein expressed,it is agreed by and between the City and the Auditor as follows: 1. Scone of Services. The City agrees to engage the services of the Auditor to perform the services as described in the Audit Proposal which is attached hereto as "exhibit A", and incorporated herein. ry,1 € 2. Additional Services The City may add to Auditor services or delete therefrom activities of a similar nature to those set forth in Exhibit A,provided that the total cost nt of such work does not exceed the total cost allowance as specified in paragraph 6 hereof. The Auditor shall undertake such changed activities only upon the direction of >r the City. All such directives and changes shall be in written form and approved by the Finance Director and shall be accepted and countersigned by the Auditor or its agreed representatives. 3. Ei ting Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Auditor without charge by the City, and the City shall cooperate with the Auditor in every reasonable way in carrying out the scope of services. The Auditor shall not be liable for the accuracy of the information furnished by the City. Fr 4. Personnel to be Provided, The Auditor represents that Auditor has or will secure at its expense all personnel required to perform the services called for under this contract by the Auditor. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Auditor. All of the services required hereunder willbe performed by the Auditor or under the Auditor's C:\CONTRACT\PROFSERV\AUDITWMF.KFP t 'k + i , 7�y} it y tr,:� d�t� � aa�a�urc.+try`S wFtai�L c v .. F b•'yla�9r''...`�+ �,+*�fitiw.,,,y3" it iy. ' ' ,, . ,�Y.�:, ..a .u.._a.e..,w.o,... _ �.. r.\.e:1•....sJ' �.. ... ltn�Z:.,.I�.w: �..roc ..:h1T-1 .l N. d� t � �•¢+1 3� .5 %} i� �y"i. .tR U-'}P'I�,kS }..�1'1 '! 4Jal�'YI 9>. .:'rsr ..1�`.t•-; «w wti�d a�A 4ri=. direct supervision and all personnel engaged in the work shall u be fully qualified and shall be authorized under state and local law to perform such services. None of the t zl � work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 5• Notice to kQQUrl The services of the Auditor shall commence as directed in VxR Notice of ]Proceed and shall be undertaken and completed in accordance with the schedule contained in Exhibit A. 0• C=n nga 'on The City set forth in Exhibit A, which shal�onstitute complete in accordance with the terms P compensation for all services to be rendered under this contract. The final P a requisition for u yment will be subject to receipt of a yment p and a statement of services rendered certifying that the Auditor fully performed all work to be paid for in conformance with the contract. It Is i expressly understood that in no event will the total compensation and reimbursement to be paid to the Auditor under the terms of this contract exceed the sum of Two Thousand Dollars ($2,000.00)for all services required unless specifically 4 ,,,. and mutually �E, agreed to in writing by both the City and Auditor. No change in compensation shall be made unless there is a substantial and significant difference between the originally contemplated by this agreement and the work actually required, work a ;s. 7. F ailu-rP to PPrform�Car�c�»�•ion ;�� to fulfill in timely and proper manner its,ob rough any cause, the Auditor shall fail ns der this contrac or if th Auditor shall violate any of the covenants, agreements, or stipulations of this ontra to the City shall thereupon have the right to terminate this contract b notice to the Auditor of such termination andspecifying ang written least five (5) days before the effective day of such ttegrminaon The ud thereof, at may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps models, photographs, and reports or other materials prepared by the Auditor under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall determined. Notwithstanding the above, the Auditor shall not be be to the City for damages sustained by the City by virtue Of any such breach of ontr ct by the Auditor. 8• AddiguMmL The Auditor shall not assign shall not transfer any interest in the same (wether by this contract, and y assignment or novation), .t without prior written consent of the City thereto. Any such assignment subject to all rights and remedies of the City under this agreementicludin expressly to change or delete activities from the contract or to terminate the same the right herein, and no such assignment shall require the City to a as provided assignee of any actions which the City may take under this agreement,atho though City will attempt to so notify any such assignee, y C:\CONTRACT\PROFBERV\AUDITWMF.KEp 2 . y o.� � &!`e ae r.�f `•,�;�t''K- ` t{' .r� ' t a r i +"�•! t>� yy.} y � Jk R S F {r',e 1���a )Y.;•<�S 4 t G" 1 � h�X� � ''4'• �R " r 9 S �•'.,7t ,. V f� y3,: Ic .L. ..'.`t":e?.`%J�`'�'• N's�t: '<y �nYH.�' �FJ.. iir �IL1N tt.y 1 4?..i.J:It p}„1 ,.h ,R” ..:. 1 ^.�; � •��i+s -C �4§�(3 rtr .t•.S, f;S b �. i r v1,. +'��xJj_d.''Y? :+-+/ .�.ti tt°� k''�Y* .<� ,,.t. t�' r53,q`9}"r' ir5 �"C.r��t 4 i.+ 5.Ti;: '4. i ¢ 4 ,aa....... 1 A 0. CQr fide_n_#ial ty Any reports, data or similar information given to or prepared or assembled.by the Auditor under this contract which the City requests to be kept as ¢" confidential shall not be made available to any individual or organization by the Auditor without prior written approval of the City. 10, h1andimimination. The Auditor agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of Auditor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 11. T_ndeppndent Contractor, The Auditor is an independent contractor and nothing herein shall constitute or designate the Auditor or designate the Auditor or any of its employees as agents or employees of the City. 12. Benefits not Available. The Auditor shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Workmen's Compensation Program of the City. 13. Nonsc►licita 'on. The Auditor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Auditor, to solicit or secure this Contract, and that he has not paid or agreed to pay any company :1 or person, other than a bona fide employee working solely for the Auditor, any fee, ,j commission, percentage, brokerage fee, gifts, or any other consideration, contingent f upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the City shall have the right to annul this Contract without liability, or, in its discretion, to deduct from the Contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 14. Books and ll,ecords. The Auditor and all his subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this Contract, and shall make such materials available at their respective offices at all reasonable times during the Contract and for a period of three (3) years following completion of the Contract. 15. Del=. The Auditor shall not be liable for delays resulting from causes beyond the reasonable control of the Auditor; the Auditor has made no warranties, expressed or implied, which are not expressly set forth in this Contract; and under no circumstances will the Auditor be liable for indirect or consequential damages. 16. Notices. All notices required or permitted hereinunder and required to be in. writing may be given by first class mail addressed to City of Jefferson, c/o City Clerk and c/o Finance Director, 320 East McCarty Street, Jefferson City, Missouri 65101, C:\CONTRACT\PROFSERV\AUDITWMF.KEP 3 i and Williams - Keepers, 107 Adams Street, Jefferson City, Missouri 65101. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. 17. Term. This contract shall be in effect from November 1, 1994, through October 31, 1995. for the audit of fiscal 1993-1994.With the consent of both parties, the contract may be extended on an annual basis for two additional one year period for the audit of fiscal years 1994-1995 and 1995- ! 1996. `j EXECUTED THIS JrDAY OF MAY 1995. WILL S - KEEPERS CITY J ON i Title: Ci , ministrator I ATTEST: ST: 4 04),.V-ww 4 Title: City Clerk APP VED O FO F• City unselor r 1 . i II ' C:\CONMACT\PROFSERV\AUDITWMP.KEP 4 ..a ,•� „yam =r� v. ^i � ki: {� �1,p, ,`,,kuti T,, t �.�`!�:t, d � "i rte`` v qm�;v% t � ,,tF� .n :�+�..`lAr,. r ✓f ...5.....r.n.:,2`ZiY i_ ,..,.,:'..t�.X..,. ..�iµt.:.., ::\=.�..v..kt......_... .. NS.E..:�`.. ..c .a 's .J..' FxHI13YT A WILLIAMS-KEEPERS:1... CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS ' ces In Columbia,Jefferson City,and Mexico 107 Adama Street Jefferson CRY,Missouri 65101 (314)635-6196 FAX(314)635.8394 November 4, 1994 Mrs. Bette Wordelman, Finance Director City of Jefferson Firemen's Retirement Plan 330 East McCarty Jefferson City, Missouri 65101 We are pleased to confirm our understanding of the services we are to provide for the City of .Jefferson Firemen's Retirement Plan for the year ended October 31, 1994. We will audit the financial statements of the City of Jefferson Firemen's Retirement Plan as of and for the year ended October 31, 1994. Our audit will be conducted in accordance with generally accepted auditing standards and will Include tests of the accounting records of the City of Jefferson Firemen's Retirement Plan and other procedures we consider necessary to enable us to express an unqualified opinion that the financial statements are fairly presented, In all material respects, In conformity with generally accepted accounting principles. If our opinion Is other than unqualified,we willfully discuss the reasons with you In advance. Our procedures will Include tests of documentary evidence supporting the transactions recorded In the accounts,tests of the physical existence of Inventories,and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected funding sources,creditors,and financial Institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this Inquiry. At the conclusion of our audit,we will also request certain written representations from you about the financial statements and related matters. An audit includes examining,on a test basis,evidence supporting the amounts and disclosures In the flrsancial statements; therefore, our audit will involve judgement about the number of transactions to be examined and the areas to be tested. Also, we will plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. However, because of the concept of reasonable assurance and because we will not perform a detailed examination of all transactions, there Is a risk that material errors, Irregularities, or Illegal acts, including fraud or defalcations, may exist and not be detected bgf us: We will advise you, however, of any matters of that nature that come to our attention. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. F IMIT A ..X yyltt Jra .. r 1�.u; .h+ Fi'rt d,..r4.• . bi'm fa"�.�+ Y«r ',('j r y = Ja �., .:.A .J. .. .,.... 5 , /` _ �. ._... .. ..'`'.r.,.: ._ _. Y .S.a ....11ti\. S'^Y_� . ... ,... . ? �1':"if.�t�a.. ..♦ .. e. __ -�•-, r ;r'iq t-'t ;'. t .p'. ulFl` t t a , r t.. + `� r.�tiSk t Y ��y, Zt h .v ' �}t .i;;}a t':. ! "'S.. ,IZ`J' S .. 1 . i ar'Y+' !' i i .y,;.i.} i 1 t�4, :}r'• I k City of Jefferson Firemen's Retirement Plan 7:f Page 2 i :fry- ':fir We understand that you will provide us with the basic Information required for our audit and that you are responsible for the accuracy and completeness of that Information. We will advise ,, you about appropriate accounting principles and their application and will assist in the i g,, preparation of your financial statements, but the responsibility for the financial statements s E; remains with you. Thia responsibility includes the maintenance of adequate records and 3 :r related internal control structure policies and procedures, the selection and application of accounting principles, and the safeguarding of assets. We understand that your employees will type all confirmations we request and will locate any invoices selected by us for testing. ; :f Ouraudit is not specifically designed and cannot be relied on to disclose reportable conditions, ,M that is, significant deficiencies In the design or operation of the internal control structure. However, during the audit, If we become aware of such reportable conditions or ways that we �F believe management practices can be improved,we will communicate them to you in a separate letter. Our fees for these services will not exceed $2,000 as stated in our proposal dated September ' 14, 1994. The fee will be reduced to $1,800 If the City prepares and prints the financial . statements and notes. This fee is based on anticipated cooperation from your personnel and ,Y Y . the assumption that unexpected circumstances will net be encountered during the audit, if significant additional tinge is necessary, we will discuss it with you and arrive at a now tee :? estimate before we Incur the additional costs. We appreciate the opportunity to be of service to the City of Jefferson Firemen's Retirement ; Plan and believe this letter accurately summarizes the significant terms of our engagement. e If you have any questions, please let us know. If you agree with the terms of our engagement ;,p{ :I as described in this letter, please sign the enclosed copy and return it to us, and this letter will continue in effect until cancelled by either party. Sincerely, ' WILLIAMS-KEEPERS ` Step n C. Smith, CPA Partner y" RESPONSE: ` This letter correctly sets forth the understanding of the City of Jefferson Firemen's Retirement Plan. „ Officer signature: i # Title: Date: r. f. .i. � ..�.�rYCatY24"�vifr art r,�rq y'{J"�,.^Kt»S 4rtfit 4 {5i tr t 4 Mr7t5+7'a' r„y ',t, S �ySS � '` �r d1i'1� w � £ Y'�E r�T ��'rD rh�yJ F r k a x�:� 1 L (i�? 1 HH ` • e 'f,ut.y f ,:y, ,(( r � ,.rifW fi� iVr. ” r" .�jl .�!�• �+S�a� Y •k 1. h . ... ./ wW..L _.i r .. w... t -.... a `5i nr. }. .... h•.... .. ..4a.,1a.X. 1 . 0 N•, ACd',rKh jk,.ag+Yk I,!�+✓rt.3.' �.,t',Yy Se t rtrA'A Y.+f'x..,? '7 tt' rF" b dz:.yr x3+�1nG`r!'«A fs� xt^"'.£y N..? e'e' !�q' . } .i AUDI' SERUM C(�I�TT�A�"'�' This Contract is made and entered into the -"-- day of November, 1994, by and between the City of Jefferson, Missouri, a municipal corporation, hereinafter referred to as "City", and Williams - beepers, Certified Public Accountants, a partnership, hereinafter referred to as "Auditor WITNESSETH: THAT, WHEREAS, the City desires to engage the Auditor to render certain technical and professional services described in Exhibit A. WHEREAS,the Auditor made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Auditor for the performance of services by the Auditor. ;it a NOW,THEREFORE, for the considerations herein expressed, it is agreed by and betweent the City and the Auditor as follows: 1. Scope of Services. The City agrees to engage the services of the Auditor to perform the services as described in the Audit Proposal which is attached hereto as "exhibit A", and incorporated herein. 2. Additional Services. The City may add to Auditor services or delete therefrom activities of °a a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not a exceed the total cost allowance as specified in paragraph 6 hereof. The Auditor shall undertake such f' changed activities only upon the direction of the City. All such directives and changes shall be in written form and approved by the Finance Director and shall be accepted and countersigned by the Auditor or its agreed representatives. t 3. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Auditor without charge by the City, and the City shall cooperate with the Auditor in every reasonable way in carrying out the scope of services. Y. The Auditor shall not be liable for the accuracy of the information furnished by the City. 4. Personnel to be Provided. The Auditor represents that Auditor has or will secure at its expense all personnel required to perform the services called for under this contract by the Auditor. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Auditor.All of the services required hereunder will be performed by the Auditor or under the Auditor's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. c:\contract\profserv\auditwm.kep t, ��' iy, ... .. i;.f _ ;sflt•..�._.—a e.2.... �F.....,a ...0 ..... ...... ..s..?.a .. �. _\..,...r......._ -[�'�.}..i L.tier.. ... 1 .... .I..AUawetii.alu _ .... ,>•t+..._.ct x+' 5. t�' .3 xJtm.Y.'tl�(A >u�i ■ , r t, t .... "�#,! ... . tea'`?� 15� '! `.',naf v. ''.,✓.} ....., ,. :•at. �t Ibj ) y ' V t F 5. Notice to Proceed. The services of the Auditor shall co mmence as directed in the Notice of k > .x Proceed and shall be undertaken and completed in accordance with the schedule contained in Exhibit A. r � s: { �e Gr Comnensation, The City agrees to pay the auditor in accordance with the terms set forth in Exhibit A , which shall constitute complete compensation for all services to be rendered under this contract. The final payment will be subject to receipt of a requisition for a of services rendered certifying that the Auditor fully performed all work to be paid statement in 4 conformance with the contract. It is expressly understood that in no event will the total <§ compensation and reimbursement to be paid to the Auditor under the terms of this contract exceed the sum of Twenty Four Thousand dollars ($24,000,00) for all services required unless specifically t and mutually agreed to in writing by both the City and Auditor. Such compensation will be paid 76% .75-Z i. after acceptance by the City Council and 15%after acceptance by the cognizant agency which shall be presumed after 30 days have elapsed from the time of delivery to the agency, unless the agency notifies City of a problem. No change in compensation shall be made unless there is a substantial ` and significant difference between the work originally contemplated by this agreement and the work actually required. } . }S 7. Failure to Perform Cancellation If, through any cause, the Auditor shall fail to fulfill in :'r, ' timely and proper manner its obligations under this contract, or if the Auditor shall violate any of the 'x= �:. covenants, agreements, or stipulations of this contract, the City shall thereupon have the ri ht to a terminate this contract b giving written notice to the Auditor of such termination and specifying the Yg� g .�. effective date thereof,at least five(5)days before the effective day f such ;y y h termination. The Auditor .� may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents,data, studies, surveys, drawings,maps, models,photographs, and reports or other materials prepared by the Auditor under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents z i ,h and other materials shall be determined.Notwithstanding the above,the Auditor shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by , . the Auditor. 8. Assi ent. The Auditor shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment gnment shall require the City to give any notice to any such -� assignee of any actions which the City may take under this agreement,though City will attempt to so notify any such assignee. e -7� 9. Confidentiality Any reports, data or similar information given to or prepared or assembled by the Auditor under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Auditor without prior written approval of the City. . { c:\contract\profserv\auditwm.kep 2 �' .', �,lJ!•. .t.rl '�!`t} Oil�,� �.E,k"�'c;�3Y,t' `�y. `§1 �'k'f�,t+xjy � h'lE •�f atildr�� fr � tZ�TS�`�l >t��s Pi yvLy,� r�� i�•� �,„ @'i'w�•�+r,�`*4Yar`btha If �,y�`'r�'g�.. ,r+n,,r d;�t .�d Stf�.;,��xL(:�.tJytlrkJ•j•�' �ryP { q » !•} A`' �F t•+wk•f r 7 r'7*A�C:�n,' �.�t`� n y�y$t I C4 Syr^'' "�7' l``•�•`yt i R,r�� #�Yr'�� u�4tlt��t7 � Y��4+�t'StT��"��"#n"t�,`' 'r3',+��rF ,�`•T�t�;y t iy •Ey. �c�. t '� `?�� •1��Y.;�„J.1 f'�' � ,i!l�ey +U' aye.�ifa'1,mom• �ti"1q��i � Kim _h'!� .�7, V�.{ jlt�+� �'A'y� `�j'• �'}�YT7 !� Y�}�S '�rhi'} � �' '' ' � { kk te?x "ttit•°nK j>, blt "S a{ �4w t �t �t�' ➢)fir h y3tt t Jd�f? •�" .. � � t ip� !"ie�.s 1', x� t�� 1l7 Yi�rp by si +U!•�,a � t hut�1i35R r�' 33•• S ,•,� '� rt r y. u'i2''�r r!.tt,}p. �'�Y s ..�`�4 F,S 3't�r�'tts.�CN'is k t }• s b� f ���t{� �V t S t�.�7 � a� �t ..i�i� � ° .t�•t<' '•3,' t i":f .;".t' if([ a,. d���:-i 7 .... }4 : ir..,,Es�ii} :ttt�b `�+ �ftr J:'2� f .+rra 1,111P w ,,,^ !sue rttar.�s*Pv'.r 'r�+•-.-r°- .��,�,,,,,„r,,.r{ .^.-+-+.w ; '...�'R",F•r fy .��'`t^�5,1n 7 4 a:J �,�r�tr , �."'Tt •� A,,�^ L • I � ;, �..�.; '.'. r ti z r w 7 4` Y r ii4?iaaca 'ice' .t r • '< 10. ondiscrimina ion. The Auditor agrees in the performance of the contract not to discriminate #': on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, .: age or political affiliation, against any employee of Auditor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. ti 11. Independent Contractor. The Auditor is an independent contractor and nothing herein shall n constitute or designate the Auditor or designate the Auditor or any of its employees as agents or ` employees of the City. 12. Benefits not Available. The Auditor shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Workmen's Compensation Program of the City, 13. Nonsolicitation. The Auditor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Auditor,to solicit or secure this � t Contract, and that he has not paid or agreed to pay any company or person, other than a bona fide rt ' �r employee working solely for the Auditor, any fee, commission, percentage, brokerage fee, gifts, or y ` any other consideration,contingent upon or resulting from the award or making of this Contract. For ;.., ' l breach or violation of this warranty, the City shall have the right to annul this Contract without ' r' liability, or,in its discretion,to deduct from the Contract price or consideration,or otherwise recover the full amount of such fee, commission,percentage, brokerage fee, gifts, or contingent fee. 14. Books and Records. The Auditor and all his subcontractors shall maintain all books, ` 'a documents,papers, accounting records and other evidence pertaining to costs incurred in connection with this Contract, and shall make such materials available at their respective offices at all , reasonable times during the Contract and for a period of three(3)years following completion of the Contract. 15. Delays. The Auditor shall not be liable for delays resulting from causes beyond the t` reasonable control of the Auditor;the Auditor has made no warranties, expressed or implied, which x are not expressly set forth in this Contract; and under no circumstances will the Auditor be liable for indirect or consequential damages. rah. µl. 16. Notices. All notices required or permitted hereinunder and required to be in writing may be a given by first class mail addressed to City of Jefferson, c/o City Clerk and c/o Finance Director, 320 East McCarty Street, Jefferson City, Missouri 65101, and Williams -Keepers, 107 Adams Street, Jefferson City,Missouri 65101. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. 17. Term. This contract shall be in effect from November 1, 1994,through October 31, 1995. for the audit of fiscal 1993-1994. With the consent of both parties, the contract may be extended on c:\contract\profserv\auditwrn.kep 3 f > G j�e' p �}Z�"•h.� t ��{t�✓Tn��.;�Elyy�l � slr��Y�yt`lri � . t 6 y }} 1'� e It ''';�: }. hCv !. _ .IfYw�.._.. _ �. ".l •7i•• \' A 1"..�.'c !mod..�fMl.�M �Aba an annual basis for two additional one year period for the audit of fiscal years 1994-1995 and 1995- '.;x 1996. t4 18. Limitations. Auditor's responsibility is limited to the period covered by the audit and does not extend to matters that might arise during any later periods for which they are not engaged as auditors. While Auditor will offer advice on appropriate accounting principles and will assist in the preparation of the City's financial statements,the'responsibility for the financial statements remains with the City. The fixed fee contained in this contract is based on the assumption that the City either will not prepare a CAFR,or if it does,the Auditor will not be responsible for preparing or revie-A ing the introductory or statistical sections of the CAFR. EXECUTED THIS T DAY OF NOVEMBER, 1994. WILLIAMS -KEEPERS CITY OF JEFFERSON Tit Mayor ATTEST: A T: im Title: i City Clerk w >t APP D O ,y ;s City c Uw0i tr; x . c:\contract\profscrv\auditwm.kep • 4 MEOW- .r 1' r .�4 Y �. � r, s. .. p'�,t1' .. .r. �'.'k+.}4 ''`' .47bnfi.S�Xi" +4 K13 Yx:. .�Y'. `j °t • ;� �, '"{i"n �; �'�i',,,: