HomeMy Public PortalAboutORD16361BILL NO. 2023-023
SPONSORED BY Councilmember Hensley
ORDINANCE NO. R.P3tof
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH EVERS &
COMPANY, CPAS, LLC, FOR AUDIT SERVICES.
WHEREAS, Evers & Company, CPAs, LLC has become the apparent lowest and best
offer for audit services.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. The proposal of Evers & Company, CPAs, LLC is declared to be the
best proposal meeting specifications and is hereby accepted.
Section 2. The Mayor and the City Clerk are hereby authorized and directed to
execute an agreement with Evers & Company, CPAs, LLC for audit services.
Section 3. The agreement shall be substantially the same in form and content as
the agreement attached hereto as Exhibit A.
Section 4. The Ordinance shall be in full force and effect from and after the date
of its passage and approval.
Passed:
Juitj 17) 2023
Presiding 0
ATTEST:
Approved: Ju.ty I9 �,POD,
Mayor Ron Fitzwa
APPROVED AS TO FORM:
CITY OF JEFFERSON
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT, made and entered into the date last executed by a party as indicated below,
by and between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter
referred to as the "City", and Evers & Company, Certified Public Accountants, LLC, hereinafter
referred to as the "Auditor".
WITNESSETH:
THAT WHEREAS, the City desires to engage the Auditor to render certain services for
the City's annual audits, hereinafter described in Exhibit A.
WHEREAS, Auditor has 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.
NOW THEREFORE, for the considerations herein expressed, it is agreed by and between
the City and the Auditor as follows:
1. Scope of Services. The City agrees to engage the services of the Auditor to render
services for the City's annual audits, hereinafter described in Exhibit A. In the event of a conflict
between this agreement and any attached exhibits, the provisions of this agreement shall govern
and prevail.
2. Compensation. The City agrees to pay the Auditor for services rendered under this
contract:
P 1 Fiscal Year (2023)-$75,750.00
2"d Fiscal Year (2024)-$79,050.00
3rd Fiscal Year (2025) -$82,500.00
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.
3. Term. This contract shall commence on November 1, 2023, and continue until October 31,
2024. This agreement shall automatically renew for two (2) additional one (1) fiscal year renewal
periods unless the City provides Auditor a written notice of non-renewal at least thirty (30) days
prior to the first day of a renewal period.
4. 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 of such work does
not exceed the total cost allowance as specified in paragraph 2 hereof. The Auditor shall
undertake such changed activities only upon the direction of the City. All such directives and
changes shall be in written form and approved by the Director of Finance and shall be accepted
and countersigned by the Auditor or its agreed representatives.
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5. 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. The Auditor shall not be liable for the accuracy of the information furnished by the
City.
6. 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.
7. Failure to Perform. Cancellation. If, through any cause, the Auditor shall fail to fulfill in
timely and proper manner its obligations under this contract, or if the Auditor shall violate any of
the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right
to terminate this contract by giving written notice to the Auditor of such termination and specifying
the effective date thereof, at least five (5) days before the effective day of such 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 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. Assignment. 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 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.
9. Confidentialitv. 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. Nondiscrimination. 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 consultant or applicant for
employment and shall include a similar provision in all subcontracts let or awarded hereunder.
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11. Independent Contractor. The Auditor is an independent contractor and nothing herein
shall constitute 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 and shall not be covered by the Workmen's Compensation
Program of the City.
13. Liability. The parties mutually agree to the following:
a. In no event shall the City be liable to the Auditor for special, indirect, or
consequential damages, except those directly or approximately caused by the City
arising out of or in any way connected with this contract.
b. The Auditor shall indemnify and hold the City harmless from and against all claims,
losses and liabilities arising out of personal injuries, including death, and damages
to property to the extent caused by any negligent act or omission on the part of the
Auditor related to the services performed under this contract.
14. Insurance. Auditor shall provide, at its sole expense, and maintain during the term of this
agreement commercial general liability insurance with a reputable, qualified, and financially sound
company licensed to do business in the State of Missouri, and unless otherwise approved by the
City, with a rating by Best of not less than "A," that shall protect the Auditor, the City, and the
City's officials, officers, and employees from claims which may arise from operations under this
agreement, whether such operations are by the Auditor, its officers, directors, employees and
agents, or any subcontractors of Auditor. This liability insurance shall include, but shall not be
limited to, protection against claims arising from bodily and personal injury and damage to
property, resulting from all Auditor operations, products, services or use of automobiles, or
construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual Aggregate;
provided that nothing herein shall be deemed a waiver of the City's sovereign immunity. An
endorsement shall be provided which states that the City is named as an additional insured and
stating that the policy shall not be cancelled or materially modified so as to be out of compliance
with the requirements of this section, or not renewed without 30 days advance written notice of
such event being given to the City.
15. Documents. Reproducible copies of tracings and maps prepared or obtained under the
terms of this contract shall be delivered upon request to and become the property of the City upon
termination or completion of work. Copies of basic survey notes and sketches, charts,
computations and other data prepared or obtained under this contract shall be made available, upon
request, to the City without restrictions or limitations on their use. When such copies are
requested, the City agrees to pay the Auditor its costs of copying and delivering same.
16. Nonsolicitation. The Auditor warrants that they had 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 they have not paid or agreed to pay any company or person, other
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than a bona fide employee working solely for the Auditor, any fee, commission, percentage,
brokerage fee, gifts, or any other consideration, contingent 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.
17. Books and Records. The Auditor and all 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.
18. Delays. The Auditor shall not be liable for delays resulting from causes beyond the
reasonable control of the Contractor; 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.
19. Illegal Immigration.
Prior to commencement of the work:
a. Auditor shall, by sworn affidavit and provision of documentation, affirm its
enrollment and participation in a federal work authorization program with respect
to the employees working in connection with the contracted services.
b. Auditor shall sign an affidavit affirming that it does not knowingly employ any
person who is an unauthorized alien in connection with the contracted services.
c. If Auditor is a sole proprietorship, partnership, or limited partnership, Auditor shall
provide proof of citizenship or lawful presence of the owner.
20. Federal Funds to be Used. The City of Jefferson is a recipient of federal grant funds.
Therefore, the grant requirements in Exhibit B shall be fully considered in preparing responses and
performing work under any resulting award.
21. Notices. All notices required or permitted hereinunder and required to be in writing may
be given by first class mail addressed to the City of Jefferson Department of Finance, 320 East
McCarty, Jefferson City, Missouri, 65101, and Evers & Company, Certified Professional
Accountants, LLC, 520 Dix Road, Jefferson City, Missouri, 65109. The date and delivery of
any notice shall be the date falling on the second full day after the day of its mailing.
[Signatures to Follow on Next Page]
CITY Of JEFFERSON, MISSOURI
R011 Fitzw , . ayo
z Date: 07 18 3
ATTEST:
; 4 1
, .40 "1, 1 1 '! 4
APPROVED AS TO FORM:
City At orne
CPA's LLC 5
FVF,RS & COMPANY, E-ER+fFfEH
& �dj--
Title: Audit PaAuer
Date: 06/20/2023
ATTEST:
Title:
EXHIBIT A
CITY OF
JEFFE1MN
Jefferson City, Missouri
FOR THE, YEAR ENDED OCT Si, 2023
Presented By:
EVERS & COMPANY
Certified Public Accountants, L.L.C.
520 Dix Road
Jefferson City, Missouri 65109
Contact
Wendy M. Renner, CPA
Audit Partner
(573) 635-0227
May 30 2023
To the Honorable tv layor and
Members of th e City Council
C ity of Jefferso n, M isso ur-i
TransmiUal Le tter
Richard E. Ellio tt
Dale A . Siebeneck
Wendy M. Renner
Eldon H. Becker, Jr.
Jessica L. Bridges
Bobbie J . Redmon-Murray
Kevin B. Johnson
Theresa E. Price
Elmer L. Evers, Emeritus
Jerome L. Kauffman, Emeritus
Keith L. Taylo r, Emeri tus
Bruce A. Vanderveld, Emeritus
Jo L. Moore, Emeritus
Evers and Com pany, CPA's, L.L.C. is plea se d to subm it a proposa l to the C ity of .Jefferson, M isso uri.
The objective of our audit is th e exp ress io n of an opinion as to whet her your financia l s tat ements are fairly
pr ese nted, in al l material respects, in conformity with U.S. ge nera ll y accepted acco untin g princip les and
to repo rt on t he fairne ss of the supp lementa ry informat ion when considered in relation to Uw financial
statements as a who le. The objective also includes reporting o n:
• Internal control over financ ial reporting a nd compl iance with provisions of laws, regula ti ons,
contracts. and award agreements, noncompliance with which cou ld have a material effect on the
financial statements in accordance w ith Government Auditing Standar ds.
• Int ernal control over compl ia nce re lated to major programs and an opinion (o r disclaimer of
opinion) on comp li ance with federal statutes, regulations, and the terms and co ndition s offederal
awards that cou ld have a direct and material effect on eac h major program in accordance with the
Si ng le Aud it Act Amendmen ts of 1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part
200, Uniform Adm inislrative Requirements, Cost Principles, and Audit Requirements for Federal
!hFards (Uniform Guidance).
520 Dix Road, Suite A • Jefferson City, Missouri 65109 • 573/635-0227 • FAX 573/634-3764
5886 Osage Beach Parkway, Ste. A • Osage Beach. M1ssouri 65065 • 5731348-4141 • FAX 5731348-0989
The Government Auditing Standards report on internal con~ol. over financial reporting and on compliance
and other matters will include a paragraph that states that (1) the purpose of the report is solely to describe
the scope of testing of internal control and compliance and the results of that testing, and not to provide
an opinion on the effectiveness of the entity's internal control or on compliance, and (2) the report is an
integral part of an audit performed in accordance with Government Auditing Standards in considering the
entity's internal control and compliance. The Uniform Guidance report on internal control over
compliance will include a paragraph that states that the purpose of the report on internal control over
compliance is solely to describe the scope of testing of internal control over compliance and the results of
that testing based on the requirements of the. Unifo1m Guidance. Both reports will state that the report is
not suitable for any other purpose. ·
Our audit will be conducted in accordance with auditing standards generally accepted in the United States
of America; the standards for financial audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States; the Single Audit Act Amendments of 1996; and the provisions
of the Uniform Guidance, and will include tests of accounting records, a determination of major program(s)
in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to
express such opinions. We will issue written reports upon completion of our Single Audit Our reports
will be addressed to Board of Regents of City of Jefferson, Missouri. We cannot provide assurance that
unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify
our opinions or add emphasis-of-matter or other-matter paragraphs. If our opinion is other than unmodified,
we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or
are unable to form or have not formed an opinion, we may decline to express an opinion or issue reports,
or we may withdraw from this engagement.
Evers & Company, CPA's L.L.C. is committed to perform the services in accordance with the time period
detailed in the request for audit proposal.
Wendy Renner is the engagement partner and is responsible for representing the fmn. The audit work
will be performed from our Jefferson City office. At the present time, the personnel of the Jefferson
City office is as follows: '
Partners
Professional Staff
IT Support
Para-Professional Staff
Office Support Staff
Sincerely,
EVERS & COMPANY, CPA's, L.L.C.
Jefferson City, Missouri
Audit Partner
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2
2
5
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ATTACHMENTA-PROPOSALFORM
(Only l:lSe this form if submitting a hard-copy bid)
Proposer shall provide firm, faed pricing to provide audit services for the City of Jefferson.
p . . h ll . l d ll . d l d l rzczngs a znc u e a assoczate costs to inc u e: abor, supplies, travel, etc.
Item FYEnding FYEnding FYEnding
# Item Description October31, October31, October31,
2023 2024 2025
' Annual Financial Report
1. without GFOA Submission $75,750 $79,050 $82,500
OPTION A: Annual
"2. Comprehensive Financial
Report with GFOA . $77,92~ $81,325 $84,890
Submission
SUBCONTRACTORS
All subcontracto~s shall be listed. if the bidder intends to use subcontractors.
Discount for prompt pa~ment on invoices only._%_ days .. Dis~ount ~U not be evaluated.
The prices contained in this proposal are firm for~ days. . .
Do you represent a disadvantaged business enterpri$e? YES _NO __!_
Do you represent a woman-owned-business enterprise? YES_ NO..!_
"fYe are a woman majority owned business.
J/We the undersigned do herby certify that the information presented in this bid is true" and
accurate. and agree. to provide the specified products and services ai the price and time in·
accordance with the ierms and specifi~ations stated herein if awarded the bid . .
NAMEOFCOMPANY EVERS & COMPANY, CPAS LLp
AGENT AND TITLE WENDY M. RENNER, CPA
ADDRESS 520 DIX ROAD, JEFFERSON CITY, MO 6510~
TELEPHONE 573-635-0227 DATE 5/30/23
EMAIL ADDRESS wrenner@eversc: -~
SIGNATURE OF PROPOSi:m. {b1Jul1t =~i./<. .1/~
. ...
ATTACHMENT E-ANIT·COILUSION STATEMENT
ANTI-COLLUS19N STATEMENT
STATE 0~ _M_I ..... S-...SO;...,;;U....;..;R.;.;..I ------....J)
COUNTYOF~C~OL=E~------------~)
----~wmiD==~Y~M~·-=RE=NN==E=R~1 ~C=P~A~---------------------------b~gfimtdmy&Wom
deposes· and says that he is MEMBER of . EVERS & COMPANY 1 CPA'S LLC
. Tn'LB OF PERSON SIGNING NAME OF PROPOSEll .
that all statements made. and facts set out· in the bid for the above project are true and correct; and that the Proposer (the
person, finn, association, or corporation making s~id bid) has.not, either directly or indirectly, entered into aqy agreement,
participated in any collusion, or otherwise taken any action in restraint offtee competitive bidding in connection with
such bid of any contract which results from ~ts acceptance ..
Affiant further certifies that Proposer is not financially interested in, or financially affiliated With, any other Proposer for
the above project
(BY) /klbdf »(l(u,ffl)
(BY) ____________ _
Swomtobeforemetl!is$2'/JJ dayof~~:;v;. 2023.~ · ~dfb«RMv
. NotaryPub~ ~ /1
M . ·. . f}JAJo .·;/} :J.Dti3 . . y coiDD11Sston ~xpues: -~----i~..;,._ __ O--:.., _______ _
MELISSA J. BRANDT·OUDEMHOEFFER.
Notary Publtc • Notary Seal
Cole County • State of Missouri
Commission Number 156l6143
My Commission Expires Jun 18. 20i3
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Company ID Number: 236637
lhf~rmatlon.R~quired for file E-Verify·.Program
.. . .
Information ref*tlng to.your Conip~ny: ·
Company Name: Evers and Company CPAs LLC
Co~~~F~lli-A~dres~~5-~~m_x_R~~~d~~~~~~~~~~~~~~~~~~~
Jefferson City. MO 65109
· Comp~ny· ~~~~r.nate.
· A~~.res•=---=---------=--------~:..._ ______ _
County or Parish: COLE
----------------...._----------------------------~
Employer Identification
· Number: 431121359 -------------------------------------------------
North American Industry ·
· Classification Systems
Code:~S-4_1 __ ----------------------------------------------
Parent Company:_----------------------------------
Number of f:mployees:...;.2...:..0...:..to.:.... 9_9-----------------....:.....----------------
Number of Sites Verified
· for: 1
----.-~--------------------------~----------~
Are· you verli\flng .for mot&·tlian 1 :site? If yes, please provide the number of sites verified for In
each State: ·
• MISSOURI 1 site(s)
Page 12 of 131E-Verify MOU for Employe~Revision Date 10129/08
8M . ( ,~-VerifY------------'""¥.~
• Company 10 Number: 236637
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To be accepted as a participant in E-Verify, you should only sign the Employer's Section
of the signature page. If you have any questions, conta~t E-Verify at 888-464-4218.
Employer Evers._~nd-Comp~ny C~As.LLC
Jo·Moore
Name (Please Type or Print) TiUe
Eledtron/cal/y Signed 08/10/2009
· Signature · -=-oa-=-te-------------
Department' of Hoinelan·d Security-Verification Division . . .\
USCIS Verification DIVIsion
Name (~lease Type or.Prlnt) Title
Elsctronlca//y SljJned 08/10/2009
Signature · =oa-'!"te-------------
Page 11 of 13IE.Verify MOU for EmpfoyerjRevision Date 10129108
May 30,2023
To the Honorable Mayor and
Members of the City Council
City of Jefferson, Missouri
L.L.C.
Richard E. Elliott
Dale A. Siebeneck
Wendy M. Renner
Eldon H. Becker, Jr.
Jessica L. Bridges
Bobbie J. Redmon-Murray
Kevin B. Johnson
Theresa E. Price
Elmer L. Evers, Emeritus
Jerome L. Kauffman, Emeritus
Keith L. Taylor, Emeritus
Bruce A. Vanderveld, Emeritus
Jo L. Moore, Emeritus
We are pleased to confirm our understanding of the services we are to provide for City of Jefferson for
the year ended October 31, 2023. The tetms of this agreement represent a one year extension of the three
year engagement originally dated May 30, 2023.
Audit Scope and Objectives
We will audit the financial state1nents of the governmental activities, the business-type activities, the
aggregate discretely presented component units, each major fund, and the aggregate remaining fund
information, including the related notes to the financial statements, which collectively comprise the basic
financial statements, of the City of Jefferson as of and for the year ended October 31, 2023. Accounting
standards generally accepted in the United States of America provide for certain required supplementary
inforn1ation (RSI), such as managetnent's discussion and analysis (MD&A), to supplement City of
Jefferson's basic financial statements. Such information, although not a part of the basic financial
statements, is required by the Governn1ental Accounting Standards Board who considers it to be an
essential part of financial reporting for placing the basic financial statements in an appropriate operational,
economic, or historical context. As part of our engagement, we will apply certain limited procedures to
City of Jefferson's RSI in accordance with auditing standards generally accepted in the United States of
A.Jnerica (GAAS). These limited procedures will consist of inquiries of management regarding the
methods of preparing the information and comparing the information for consistency with management's
responses to our inquiries, the basic financial statements, and other knowledge we obtained during our
audit of the basic financial statements. We will not express an opinion or provide any assurance on the
inforn1ation because the limited procedures do not provide us with sufficient evidence to express an
opinion or provide any assurance. The following RSI is required by generally accepted accounting
principles and will be subjected to certain limited procedures, but will not be audited:
1. Management's Discussion and Analysis.
2. Pension Plan Related Schedules.
3. Budgetary Comparison Schedules.
4. Other Post Employment Benefit Related Schedules
520 Dix Road, Suite A • Jefferson City, Missouri 65109 • 573/635-0227 • FAX 573/63+3764
5886 Osage Beach Parkway, Ste. A • Osage Beach, Missouri 65065 • 573/348-4141 • FAX 573/348-0989
We have also been engaged to report on supplementary information other than RSI that accompames City
of Jefferson's financial statements. We will subject the following supplementary information to the
auditing procedures applied in our audit of the financial statements and certain additional procedures,
including comparing and reconciling such informatipn directly to the underl~g accounting and other
records used to prepare the financial statements or to the financial statements themselves, and other
8;dditional procedures in accordance with GAAS; and we will provide an opinion on it in relation to the
:fin8ncial statements as a whole:·
1. Schedule of Expenditures of Federal A wards.
2. Combining Non .. Major Funds Financial Statements
3. Internal Service Fund/ Agency Fund Financial Statements
The objectives of otir audit are to obtain reasonabl~ assurance about whethet the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and issue an auditor's report
that ~eludes our opinions about whether your financial statements are fairly presented, in all material
respects, in conformity with GAAP, and report on the fairness of the supplementary information referred
to in the second paragraph when considered in relation to the financial statements as whole. Reasonable
assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an
audit c.onducted in llCCOrdance with GAAS and Goveminent Auditing Standards will.always detect a
material misstatement when it exists. Misstatements, including omissions,.can.arise from fraud or error
and are considered material if there is a substantial likelihood that, individually or in the aggregate, they
would influence the judgment of a reasonable user made based on the financial statements. The objectives
also include reporting on:
• Internal control over financial reporting and compliance with provisions of laws, regulations,
contracts, and award agreements, noncompliance with which could have a material effect on the
financial statements in accordance with Government Auditing Standards.
· • Internal control over compliance related to major programs and an opinion (or disclaimer of
opinion) on compliance with federal statutes, regulations, and the terms .and conditions of federal
awards that could have a direct and material effect on each major program in accordance with the
Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part
200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (Uniform Guidance).
Audit_ors' Responsibilities for the Audit of the Financial Stateme:t:tts and Single Audit
We will conduct our audit in accordance with GAAS; the standards for financial audits contained· in
.Governme~t Auditing Standards, issued by the Comptroller General of the United States; the Single Audit
Act Amendnients of 1996; and the provisions of the Uniform Guidance, and· will include tests of
· . accounting records, a determination of major program(s) in accordance with Uniform Guidance, and other ·
procedures we consider necessary to enable us to ex:Press such opinions. As part of an audit in B.CQOrdance
with GAAS and Government Auditing Standards, we exercise professional judgment and maintain
l>rofessio~ skepticism throughout the audit.
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We will evaluate the appropriateness of accounting policies used and the reasonableness of significant
· accounting estimates made by management We will also evaluate the overall presen~tion of the financial
statements, including the disclosures, and determine whether. the financial statements ~present the
underlying transactions and events in a manner· tlfat achieves fair presentation. We will plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations ofla~. or governmental regulations that are attributabl~ to the government or to acts by'.
management or employees acting on behalf of the government. Because the determination of waste and
abuse is subjective, Government Auditing Standards do not expect auditors to perform specific procedures .
to detect waste or abuse in financial audits nor do they expect auditorS to provide reasonable assurance. of
detecting waste or abuse. . ·
Because of the inherent limitations of an audit, combined with the inherent limitations of internal control,
and because we will not perform a detailed examination of all transactions, there is an unavoidable risk.
that some material misstatements or noncompliance may not be detected by us, even though the audit is
properly planned and performed in accordance with GAA:S and Government ·Auditing Standards. In
addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental
regulations that do not have a direct and material effect on the financial statements or on major programs.
However, we will inform the apP.ropriate level of management of any material errors, any fraudulent
financial reporting, or misappropriation of assets that come to our attention. We wDl also inform ·the .
appropriate level of management of any violation~ of laws or governmental reguiations that come
to our attention, unless clearly inconsequential. We will include such matters in the reports required for
a Single Audit. Our respon.Sibility as auditors is limited to the· period covered by our audit anci does not.
ext~nd to any later periods for' which we are not engaged 8:8 auditors.
We will also conclude, based on the audit evidence obtained, whether there are conditions or events,
considered in the aggregate, that ·raise substantial doubt about the government's ability to continue as a
going concern for a reasonable period of time. ·
Our procedures will int?lude 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
assets and liabilities by correspondence with selected individuals, funding so~s, creditors, and ~cial
institutions. We will also request written representations from your attorneys as part of the engagement.
Our audit of financial statements does not relieve you of your responsibilities.
Audit Procedures-Internal Control
We will obtain an understanding of the government and its environment, including the system of internal .
control, sufficient to identify and assess the risks of material misstatement of the financial. statements,
whether due to error or fraud, and to design and perform audit.procedures responsive to those risks and
obtain evidence that is sufficient and appropriate to provide a basis for our opinioQS. The risk of not
detecting a material misstatement resulting from fraud is higher tb:an for one resulting from error, as ~ud
may involve colluSion, forgery, intentional omissions, misreprese~ta.tion, or the override of internal
control. Tests of controls may be performed to test the effectiveness o~ certain controls that we consider
relevant to preventing and detecting errors and fraud that are material to the financial statements and to
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. preventing and detecting misstatements resulting· from. illegal acts and other noncompliance ~atters that
have a direct and material effect on the financial statements. Our tests, if performed, will be less .in scope
than would be necessary to render an opinion on internal control and, accordingly, no opinion will be
eXpressed in our report on internal control issued purs~t to Government Auditing Standards.
As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the
effectiveness of the design and operation of controls that we consider relevant to preventing or detecting
material noncompliance with compliance requilements applicable to each major federal aviard program.
However, .our tests will be less in scope than would be necessary to render an opinion on those controls
and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the
Uniform Guidance.
An audit is not designed to pr9vide assurance on internal control or to identify significant deficiencies or
material weaknesses. Accordingly, we wip. express no such opinion~ However, during the audit, we will
communicate to management and those charged with governance internal control related matters that are
req~ed to be communicated under AI CPA professional ~dards, Government Auditing Standards, and
the Uniform Guidance.
Audit Procedures-CompUance.
As part of obtaining reasonable assurance about whether the financial statements are free of material
misstatem~nt, we will perform tests of City of Jefferson' compliance with provisions of applicable laws,
regulations, ~ntracts, and agreements, including grant agreements. However, the objective of those
procedures will Ii.ot be to provide an opinion on overall compliance, and we will not express such an
opinion in our report on compliance issued pursuant to Government Auditing Standards.
The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance
about whether the auditee has complied with federal statutes, regulations, and the terms and conditions of
.federal awards ·applicable to major pro~. Our procedures will consist of tests of transactions and other
applicable proCedures described in the ONJB Compliance Supplement for the types of compliance
requiremen~ that could have a direct and material effect on each of City of Jefferson' major programs.
For federal programs that are included in the Compliance Supplement, our compliance and internal control
procedures will relate to the compliance requirements that the Compliance Supplement identifies as being
subject to audit. The purpose of these procedures will be to express an opinion on City of Jefferson'
compliance ~th requirements applicable to each of its major programs in our report on compliance issued
purs~t to the Uniform Gui~ce.
Other Serviees
We will also assist in preparing the schedule of expenditures of federal awards and related notes of City
of Jefferson in ·cOnformity with the Uniform Guidance based on information provided by you. These
· nonaudit services do not constitute an audit under Government Auditing Standards and such services will
not be conducted in accordance with Government Auditing Standalds. We will perform the services in
accordance with applicable professional standards. The other services are limited to the sehedule of
expenditures of federal awards and related notes services previously defined. We, in our sole professional
judgment, reserve the right to refuse to perform any procedures or take any action ~t could be construed
. as assuming uianageQlent responsibilities.
4
You agree to assume all inanagement responsibilities for the schedule of expenditures of federal awards
and related notes and any other nonaudit services we provide. You will be required to acknowledge in the
~ement representation letter our assistance with preparation of the schedule of expenditQies of
federal awards and related notes and that you have reviewed and approved the schedule of expenditures
of federal awards .and related notes prior to their issuance and have accepted responsibility for them.
Further, you agree to over8ee the nonaudit services by designating an individual, preferably from senior
~ement, with suitable skill, knowledge, or experience; evaluate the adequacy ~d results of those
. services; and accept responsibility for them. ·
Responsibilities of Management for the Financial Statements and Single Audit
Our audit will be conducted on the basis that you acknowledge and understand your responSibility for (1)
designing, implementing, ·establishing, and maintaining effective internal controls relevant to the
·preparation and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error, including internal controls over federal awards, and for evaluating and monitoring
ongoing activities to help ensure that appropri•e goals and objectives are met; (2) following laws an(\
regulations; (3) ensuring that there is reasonable assurance that government programs are administered in
compliance with compliance requirements; and ( 4) ensuring that management and financial information
is reliable and properly reported. Management is also responsible for implementing systems designed to
achieve compliance with applicable laws, re~ations, contracts, and grant agreements. You are also
responsible for the selection and application of acco\mting principles; for the preparation and fair
presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying
information in conformity with accounting principles generally accepted in the United States of America;
and for compliance with applicable laws and regulations (including federal statutes), roles, and the
provisions of contracts and grant agreements (including award agreements). Your responsibilities also
include identifying significant contractor relationships in which the contractor has responsibility for
program compliance and for the accuracy and completeness of that information.
You are also responsible for making drafts of financial statements, schedule of expenditures of federal
awards, all financial records, and related information available to us and for the accuracy and completeness
of that information (including information from outside of the general and subsidiary ledgers). You are
also responsible for providing us with (1) access to all infomiation of which you are aware that is relevant
to ·the preparation and fair presentation of the financial statements, such as records, documentation,
identification of all related parties and all related-party relationships. and transactions, and other matters; .
(2) access to personn~l, accounts, books, records, suppo~g docwnentation, and other information as
needed to perform an audit under the Uniform Guidance; (3) additional information that we may reqqest
for the purpose of the audit; and ( 4) unrestricted access· to persons within the government from whom we
determine it necessary to obtain audit.evidence. At the conclusion of our au~it, we will require certain
written .representations from you about the. financial statements; schedule of exp~nditures of federal
awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and .
related matters. ·
Your responsibilities include adjusting the financial statements to correct material misstatements and
confirming to us in the management representation letter that the effects of any uncorrected misstatements
aggregated by us during the current engagement and pertaining to the latest period presented: 8re
jmmaierial, both individually and in the aggregate, to the financial statements of each opinion unit taken
8$ a whole.
5
Ypu are responsible for the design and implementation of programs and controls to prevent and detect
fraud, and for infoiming us about all known or suspected fraud affecting the government involving (1)
maDagement, (2) ~mployees who have signifiCant roles in i.itternal control, and (3) others where the fraud
·could have a material effect on the financial statements. Your responsibilities include informing us of your
· knowledge of any allegations of fraud or suspected fraud affecting the ·governrilent received in
communications from employees, former employees, grantors, regulators, or others. In addltion, you are·
responsible for identifying and ensuring that "the government complies with applicable laws, regulations,
. con1racts, agreements, and grants. You are also responsible for taking timely and appropt:iate steps to
remedy fraud and noncompliance with pro~sions of laws, regulations, contracts, and grant ~ments .
· that we report. Additionally, as required by the Uniform Guidance, it is management's responsibility to .
eyaluate. and monitor noncompliance with federal statutes, regulations, and the terms and conditions of
federal awards; take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; promptly follow up and take corrective action on reported
audit findings; and prepare a summary schedule of prior audit findings-and a separate corrective action
plan.
You are responsible for identifying all federal awards received and understanding and complying with the
compliance· requirements. and for the pr.eparation of the schedule of expenditures of federal awards
(including notes and noncash assistance received, an.d COVID-19-related concepts, -such as lost revenues,.· ·
if applicable) in conformity with the Uniform· Guidance. You agree to include our report on the schedule·
of expen(Utures of federal awards in any document that contains, and indicates that we have reported on,
· . the schedule of expenditures of federal awards. You also agree to include the audited ~cial statements
with any presentation of the schedule of expenditures of federal awards that includes om report thereon.
OR make the audited financial statements readily available to intended· users of the . sch~ule of
. expenditures of federal awards no later than the date the schedule .of expenditures of feder~ awards i~
issued with our report thereon. Your responsibilities include acknowledgfug to us in the Written .
representation letter .that (1) you are responsible for presentation of the schedule of expenditures of federal
~wards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal
awards, including its form and content, is stated· fairly .in accordance with th~ Uniform Guidance; (3) ~e
methods of measurement or pres~ntation have not c~ged from those used in the prior period (or, if they
have chang~ the reasons for such c~g~); and (4}youhave ~closed to us any sigmficant assumptions
or interpretations tinderlying the measurement or presentation of the schedule of expenditures of federal
awards. · ·
You are. also responsible for the preparation of the other supplementary information, which we have been
·engaged to report on, in conformity with U.S. generally accepted accounting p~ciples (GAAP). You
agree to include our report on the supplementary information in any document tha~ contains, and indicates
that we have reported on, the supplementary information. You also agree to in~lude the audited financial
statements with any presentation of~e supplem~ntary information that includes our repOrt thereon. Your
responsibilities include acknowledging to us in the written representation letter that (1) you are responsible -
for presentation of the supplementary information in accOrdance with. GAAP; (2) you believe the
supplementary information, including its _form and content, is fairly presented in accordance with GAAP;
· (3) the methods of measurement or presentation have not changed from those used in th~ prior perio4 (or,
·if they have changed, the reasons for such changes); and ( 4) you have disclosed tQ ~ any· si~cant
~ptions or interpretations underlying the measurement or .presentation of ~e supplementary ·
· inforination. ·
6
-Management is responsible for establishing and maintaining a process for traclc4lg the status of audit
_findings and recommendations. Management is also responsible for identifying and providing report
copies of previous financial audits, attestation engagements, performance audits, or other studies related
to ~e objectives discussed in the Audit Scope and Objectives section of this letter. This responsibility
includes relaying to us corrective actions taken to address significant findings and· recommendations
res~ting from those audits, attestation engagements, performance audits, or studies. You are also
reSponsible for providing management's views on OW' current findings, C?Onclusions, and
recommendations, as well as your planned corrective actions for the report, and for the timing and format
for providing that information.
Engagement Administration, Fees, and Other
We understand that your· employees will prepare all cash, accounts receivable, or other confirmations we
request and will locate any documents selected by us for testing.
At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection
Form that summarizes our audit findings. It is management's responsibility to elect:rQnically submit the
reporting package (including financial statements, schedUle of expenditures of federal awards,· summary
schedule of prior audit findings, auditor's reports, and corrective action plan) along with the Data
Collection Form to the Federal Audit Clearinghouse. We will coordinate with. you the electronic
submission and certification. The Data Collection Form and the reporting package must be submitted
within the earlier of 30 calendar days after receipt of the auditor's reports or nine months after the end .of
the audi~ period.
We will provide copies of our reports to the City of Jefferson, Missouri; however, management is
r~ponsible for distribution of the reports and the financial statements. Unless restricted by law or
regulation, or containing privileged and confidential information, copies of our reports are to be made
available for Pl:lblic inspection. ·
The audit documentation for this engagement is the property of. Evers & Company, CPA's, L.L.C. ~d
constitutes confidential information. However; subject to applicable laws and J;egulations, audit
documenta~on and_ appropriate individuals will be made available upon request and in a timely manner to
OVersight Agency or its designee, a federal agency providing direct or indirect funding, or the U.S.
Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings,
or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to
such audit documentation will be provided under the supervision of Evers & Company, CPA's, L.L.C.
personnel. Furthermore, upon request, we may provide copies of selected .audit· documentation to the
aforementioned parties. These parties may intend, or decide, to distribute the copies or iirformation
contained therein to others, including other governmental agencies.
The audit documentation for this engagement will be retained for a minimum of five years after the report
release date or for aqy additional period requested by the Oversight Agency. If we are aware that a federal ·
awarding agency, pass-through entity, or auditee is conte~ting an audit finding, we will contact the
party(i~) contesting the audit fin~g for guidance prior to destroying t!te au~t documentation.·
. Wendy M. ReDQ.er is the engagement partner and is ~ponsible for supetvising the engagement and
signing the reports or authorizing another individual to them .. 'W_e expect to _begin our· audi~ on
_ approximately Deeember_ll, 2023. ·
.7
..
Our fee for these services will be at our standard hourly rates plus out-of-pocket costs (such as report
reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross
fee, including expenses will not exceed amounts in the following schedule: · ·
Optionl
Option2
2023
. $75,750
$77~25
2024
"$79,050
$8~,325
2025
$82,5~0
$84,890
Our standard hourly rates vary according to the degree·of responsibility involved and the experience level of
the personnel ~igned to your audit ~ invoices for ~ese fees will be rendered each month as work
progresses and are payable on presentation. In accordance with our :firm policies, work may~ suspended if
y~ur account 'becomes 60 days or more overdue and may not be resumed until your account is paid in. full. .
SerVice charges at the rate of 18% annually or 1.5% per inonth will be applied. to all past-due balances. If
·we elect to t~ our services for nonpayment, our engagement will. be deemed to have been
completed upon written notification of termination, even if we have not completed our report. You will
Jje obligated to compensate us for all time expended and to re4nburse us for all out~f-pocket costs through
the date of termination. · The above fee is based on anticip~ted cooperation from your personnel and the
assumption that unexpected· circumstances will not be encountered during the audit If significant
additi9nal time is necessary, we will discuss .it with you and arrive at a new fee ·estimate before we incut
. the additional costs. · ·
Reporting
We will issue written reports upon completion of our financial statem~t and Single Audit Our reports
~ be addressed to. the Mayor and Board of Aldermen of City of Jefferson. Circumstances may arise in
which our report may differ from its expected fo~ and content based on the ·results of our aUdit
· Depending on the nature of these circumstances, it may be necessary for~ to modify our opinions, add a
separate section, or ~ an· emphasis-of-matter or other-matter paragraph to our auditor's report, or if .
necessary, with~w from this en~ement If our opinions ~e other than unmqdjfied, w:e will discuss the
reason8-with you iii advance. If, for any reason, we are unable to complete the ~udit or are unable to form
or have not formed opinions, we may decline to express opil)ions or issue reports, or we may withdraw
fro~ this engagement. ·
The Government Auditing Standards report on internal control over financial reporting and on oompliance
and other matters win state that (1) the purpose of the report is solely to describe the scope of testing of
internal control and compliance and the resUlts ·of that testing, and not to provide an opinion on the ·
effectiveness of the entity's internal control or· on compliance, and (2) the report is an integral part of an
. ~t performed in .accordance with Government Auditing Standards in considering th~ entity's internal .
control and compliance. The Uniform Guidance report on internal control over compliance will state that
· tlie purpose of the report on internal control over compliance is solely to 4escribe .the scope of testing of
·internal eontrol over compliance and the results of that testing based on the requirements of the Uniform
. Guidance. Both reports ~ state that the report is not suitable for ~y· oth~r purpose.
8·
Audit Hourly Approx.imate
Professional Title Rate Hours Total ·
Wendy Renner Partner 175 95 $ 16,625
Bobbie Murray Partner 175 95 16,625
Adrienne Finely Manager 150 90 15,000
Jordan Frisby Supervisor 145 90 13,050
Kelsey Ryerson Staff Accountant · 95 50 4,750
Connor Muenks Staff Accountant 145 45 6,525
Nikki Ryan Staff AccoWltant 130 55 7,150
Pat Badell Staff Accountant 130 55 7,150
Total 86,875
Discount {11,125}
$ 75,750
We appreciate the opportunity to be of service to the City of Jefferson and believe this letter accurately
summarizes the significant terms of our engagement. 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 the attached copy and return
it to us.
Very truly yours,
EVERS & COMPANY, CPA's, L.L.C.
Jefferson City, Missouri
WENDY M. RENNER, CPA
Audit Partner
RESPONSE:
This letter correctly sets forth the understanding of the City of Jefferson.
Officer signature: _______________ _
Title:. ______________ _ Date:. ________ _
9
CHECKLIST OF INFORMATION TO BE PREPARED
I BY THE CITY OF JEFFERSON
In order for us to be more efficient in the audit of the City of Jefferson for the year ended October 31, 2023,
we ask that your staff complete the following information prior to our beginning fieldwork, each year.
__ Have the general ledger posted and balanced for the entire year.
__ Prepare a trial balance worksheet reflecting balances after year-end adjusting entries ·have
· been posted.
__ Prepare reconciliations for each bank account, for the last month of the year.
__ Prepare an aged schedule of accounts receivable:
Airport
Parking authority
Sewer
Employees
Miscellaneous
Grants
We will furnish accounts receivable confirmations to be filled in and signed.
Prepare a schedule ofbad debts written off during the year.
__ Prepare. a schedule of notes receivable. Also, have the notes available for our inspection.
* Prepare a schedule of insurance showing the following: Policy number, coverage, term, and __
_ premium paid. Also, have the policies available for our inspection. . ·
__ Prepare confirmation letters to confilm yoUr City's account balances. (We will provide
sample letters)
Prepare a schedule of municipal bonds on hand
Have available the municipal court records for the entire year.
Prepare a schedule of all property and equipment on hand; any additions and-retirements
showing costs, and for items sold, sales price. Show these items by fund, department and
grant.
Prepare a schedule of depreciati~n for the enterprise funds.
Prepare an analysis of all transactions affecting marketable secmities during the period
~ve available the monthly reports showing the payments to the LAGERS pension plan.
Have a copy of any union contracts available to us.
Prepare a schedule of interest income as follows:
_ Federal government obligations
_ Missouri Statement municipal obligations
_ Other interest income
Prepare a schedule of notes payable showing dates, payee, original balance, audit date
balances, amount of periodic installment; rate of interest, and describe security.
Have a copy of all leases for office space and equipment rental contracts availabl~ .~us. ·
20
Have a copy of any employment contracts with staff available to us.
·Have all payrott tax reports available to us.
__ Prepare. a sch~W.e of all professional fees paid
Have copies of the minutes of the Coun~ and committee meetings available for our
inspection. . .
Prepare a schedule of prepaid insurance and accrued ~ce. .
__ Prepare a schedule of all construction-in.:.progress, con1racts payable, and retainage payable ·
-grant projects or other projects. · · ·
Prepare a schedule of all grants receivable, grant money received during_ the year, and have
the support documc;m.ts available for inspection. ·
Have a copy of grant contracts available for us .
. __ Have available a copy of the budget report compaled with cash receipts and disblll'Sements,
for the General Fund ~ Special Revenue :fimds. .
Prepare property tax worksheet for c~t and prior years for real estate, personal and~
property tax receivables, and. current year collection and delinquent balances. ·
Proof of tax levy, including adjustments and abatements.
Prepare schedule of allowm:tce for uncollecnole taxes for cmrent and prior years
( delinguent) · ·
. __ Have the various receivable items completed:
Financial institution tax
Sale8tax
Gastax .
Motor vehicle sales tax
Tax liens·
Franchise fees
Accrued interest receivable .
_ Others
_.__ Have a schedule prepared for prepaid expenses and insurance.
__ Have the various payable items completed:
Accrued payroll
Contracts payable
Retainage payable
Various payroll withholding accounts
. Various "Due To" and "Due From" other fimds
Revenues re~ived in advance-Parking Authority Fund
__ Prepare a schedule of Encumbrances· by fimd.
__ Prepare a schedule of construction in progress by fund. .
Have inventm:y count sheets after pricing, available for us on the appropriate proprietary
funds. .
* Your insurance agent may prepare this for you. We will provide a copy of a letter you ·
might send to them.
22
6
EXHIBIT B-FEDERAL CLAUSES
No Government Obligation to Third Parties -
( 1) The City and contractor acknowledge and agree that, notwithstanding any concurrence by the
US Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the US Government, the US Government is not a party to this contract
and shall not be subject to any obligations or liabilities to the City, the contractor, or any other
party (whether or not a party to that contract) pertaining to any matter resulting from the underlying
contract.
(2) The contractor agrees to include the above clause in each subcontract financed in whole or in
part with FT A assistance. It is further agreed that the clause shall not be modified, except to
identify the subcontractor who will be subject to its provisions.
Program Fraud and False or Fraudulent Statements or Related Acts -
( 1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil
Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of the
underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or FT A assisted project for which this contract work is being performed. In addition to
other penalties that may be applicable, the contractor further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the
US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies
Act ( 1986) on the contractor to the extent the US Government deems appropriate.
(2) If the contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,
submittal, or certification to the US Government under a contract connected with a project that is
financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the
Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on
the contractor, to the extent the US Government deems appropriate.
(3) The contractor shall include the above two clauses in each subcontract financed in whole or
in part with FT A assistance. The clauses shall not be modified, except to identify the
subcontractor who will be subject to the provisions.
Access to Records and Reports -The following access to records requirements apply to this
contract:
1. Where the City is not a State but a local government and is an FT A recipient or a sub grantee of
FT A recipient in accordance with 49 CFR 18.36(i), the contractor shall provide the City, the FTA,
the US Comptroller General or their authorized representatives access to any books, documents,
papers and contractor records which are pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. The contractor shall also, pursuant to 49 CFR 633.17,
provide authorized FT A representatives, including any PMO contractor, access to the contractor's
7
records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which
is receiving FT A assistance through the programs described at 49 USC 5307, 5309 or 5311.
2. Where a City which is an FT A recipient or a subgrantee of FTA recipient in accordance with
49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC
5302(a)(1)) through other than competitive bidding, the contractor shall make available records
related to the contract to the City, the Secretary of US DOT and the US Comptroller General or
any authorized officer or employee of any of them for the purposes of conducting an audit and
inspection.
3. The contractor shall permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.
4. The contractor shall maintain all books, records, accounts and reports required under this
contract for a period of not less than three (3) years after the date of termination or expiration of
this contract, except in the event of litigation or settlement of claims arising from the performance
of this contract, in which case contractor agrees to maintain same until the City, FT A
Administrator, US Comptroller General, or any of their authorized representatives, have disposed
of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(l1 ).
Federal Changes -The contractor shall comply with all applicable FT A regulations, policies,
procedures and directives, including without limitation those listed directly or by reference in the
Master Agreement between the City and FTA, as they may be amended or promulgated from time
to time during the term of the contract. The contractor's failure to comply shall constitute a material
breach of the contract.
Civil Rights Requirement -The following requirements apply to the underlying contract:
(1) Nondiscrimination-In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C.
§ 2000d, section303 of the Age DiscriminationActof1975, as amended, 42 U.S.C. § 6102, section
202 of the Americans with Disabilities Act of 1990,42 U.S.C. § 12132, and federal transit law at
49 U.S.C. § 5332, the contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, color, creed, national origin, sex, age, or disability. In
addition, the contractor agrees to comply with applicable federal implementing regulations and
other implementing requirements FT A may issue.
(2) Equal Employment Opportunity -The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race. Color, Creed, National Origin. Sex-In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, and federal transit laws at 49 U.S.C. § 5332,
the contractor agrees to comply with all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"
41 CFR Parts 60 et seq., (which implement Executive Order No. 11246, "Equal
Employment Opportunity," as amended by Executive Order No. 11375, "Amending
8
Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e
note), and with any applicable federal statutes, executive orders, regulations, and federal
policies that may in the future affect construction activities undertaken in the course of the
Project. The contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race,
color, creed, national origin, sex, or age. Such action shall include, but not be limited to,
the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. In addition, the contractor agrees to comply
with any implementing requirements FT A may issue.
(b) Age -In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. § § 623 and federal transit law at 49 U.S.C. § 5332, the
contractor agrees to refrain from discrimination against present and prospective employees
for reason of age. In addition, the contractor agrees to comply with any implementing
requirements FT A may issue.
(c) Disabilities -In accordance with section 1 02 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29
CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the
contractor agrees to comply with any implementing requirements FT A may issue.
(3) The contractor also agrees to include these requirements in each subcontract financed in whole
or in part with federal assistance provided by FT A, modified only if necessary to identify the
affected parties.
Termination-
a. Termination for Convenience (General Provision) the City may terminate this contract, in whole
or in part, at any time by written notice to contractor when it is in the City's best interest. The
contractor shall be paid its costs, including contract close-out costs, and profit on work performed
up to the time of termination. The contractor shall promptly submit its termination claim to the
City. If the contractor is in possession of any of the City's property, the contractor shall account
for same, and dispose of it as the City directs.
b. Termination for Default [Breach or Cause] (General Provision) If the contractor does not deliver
items in accordance with the contract delivery schedule, or, if the contract is for services, and the
contractor fails to perform in the manner called for in the contract, or if the contractor fails to
comply with any other provisions of the contract, the City may terminate this contract for default.
Termination shall be affected by serving a notice of termination to the contractor setting forth the
manner in which contractor is in default. The contractor shall only be paid the contract price for
supplies delivered and accepted, or for services performed in accordance with the manner of
performance set forth in the contract.
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If it is later determined by the City that contractor had an excusable reason for not performing,
such as a strike, fire, or flood, events which are not the fault of or are beyond the control of
contractor, the City, after setting up a new delivery or performance schedule, may allow the
contractor to continue work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) the City in its sole discretion may, in the case of a
termination for breach or default, allow the contractor an appropriately short period of time in
which to cure the defect. In such case, the notice of termination shall state the time period in which
cure is permitted and other appropriate conditions.
If the contractor fails to remedy to the City's satisfaction, the breach or default or any of the terms,
covenants, or conditions of this contract within ten (1 0) days after receipt by the contractor or
written notice from the City setting forth the nature of said breach or default, the City shall have
the right to terminate the contract without any further obligation to the contractor. Any such
termination for default shall not in any way operate to preclude the City from also pursuing all
available remedies against contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for
any breach by contractor of any covenant, term or condition of this contract, such waiver by the
City shall not limit its remedies for any succeeding breach of that or of any other term, covenant,
or condition of this contract.
e. Termination for Default CSupolies and Service) If the contractor fails to deliver supplies or to
perform the services within the time specified in this contract or any extension or if the contractor
fails to comply with any other provisions of this contract, the City may terminate this contract for
default. The City shall terminate by delivering to contractor a notice of termination specifying the
nature of default. The contractor shall only be paid the contract price for supplies delivered and
accepted, or services performed in accordance with the manner or performance set forth in this
contract.
If, after termination for failure to fulfill contract obligations, it is determined that the contractor
was not in default, the rights and obligations of the parties shall be the same as if termination had
been issued for the City's convenience.
Breach of Contract
1. In the event of material breach of the contractual obligations by the contractor, the City may
cancel the contract. At its sole discretion, the City may give the contractor an opportunity to
cure the breach or to explain how the breach will be cured. The actual cure must be completed
within no more than 1 0 working days from notification, or at a minimum the contractor must
provide the City within 1 0 working days from notification a written plan detailing how the
contractor intends to cure the breach.
2. If the contractor fails to cure the breach or if circumstances demand immediate action, the City
will issue a notice of cancellation terminating the contract immediately. If it is determined the
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City improperly cancelled the contract, such cancellation shall be deemed a termination for
convenience in accordance with the contract.
3. If the City cancels the contract for breach, the City reserves the right to obtain the equipment,
supplies, and/or services to be provided pursuant to the contract from other sources and upon
such terms and in such manner as the City deems appropriate and charge the contractor for any
additional costs incurred thereby.
4. The contractor understands and agrees that funds required to fund the contract must be
appropriated by the General Assembly of the State of Missouri for each fiscal year included
within the contract period. The contract shall not be binding upon the City for any period in
which funds have not been appropriated, and the City shall not be liable for any costs associated
with termination caused by lack of appropriations.
Disadvantaged Business Enterprise (DBE) -
a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises
(DBE) is 10%. The City's overall goal for DBE participation is listed elsewhere. If a separate
contract goal for DBE participation has been established for this procurement, it is listed
elsewhere.
b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. The contractor shall carry out applicable requirements of 49 CFR
Part 26 in the award and administration of this contract. Failure by the contractor to carry out these
requirements is a material breach of this contract, which may result in the termination of this
contract or such other remedy as the municipal corporation deems appropriate. Each subcontract
the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR
26.13(b)).
c. Since no separate contract goal has been established, the contractor will be required to report its
DBE participation obtained through race-neutral means throughout the period of performance.
d. The contractor is required to pay its subcontractors performing work related to this contract for
satisfactory performance of that work no later than 30 days after the contractor's receipt of
payment for that work from the City. In addition, the contractor may not hold retainage from its
subcontractors or must return any retainage payments to those subcontractors within 30 days after
the subcontractor's work related to this contract is satisfactorily completed or must return any
retainage payments to those subcontractors within 30 days after incremental acceptance of the
subcontractor's work by the City and contractor's receipt of the partial retainage payment related
to the subcontractor's work.
e. The contractor must promptly notify the City whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts
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to engage another DBE subcontractor to perform at least the same amount of work. The contractor
may not terminate any DBE subcontractor and perform that work through its own forces or those
of an affiliate without prior written consent of the City.
Incorporation of Federal Transit Administration (FT A) Terms -All US DOT -required
contractual provisions, as stated in FT A Circular 4220.1 F, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to
control in the event of a conflict with other provisions contained in this contract. The contractor
shall not perform any act, fail to perform any act, or refuse to comply with any request that would
cause the City to be in violation ofFTA terms and conditions.
Government-wide Debarment and Suspension (Non procurement)-The City agrees to comply
with the requirements of2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT
regulations at 2 C.F.R. part 1200, which includes the following: (a) It will not enter into any
arrangement to participate in the development or implementation of contracts with any contractor
that-is debarred or suspended except as authorized by: 1 U.S. DOT regulations, "Nonprocurement
Suspension and Debarment," 2 C.F.R. part 1200, 2 U.S. OMB, "Guidelines to Agencies on
Government-wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180, including
any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, "Debarment and
Suspension," 31 U.S.C. § 6101 note, (b) It will review the U.S. GSA "System for Award
Management," https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200.
The contractor also will comply with federal debarment and suspension requirements when hiring
subcontractors, and will review the "System for Award Management" at https://www.sam.gov, if
necessary, to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (2).
Buy America -The contractor shall comply with 49 USC 53230) and 49 CFR 661, stating that
federal funds may not be obligated unless steel, iron, and manufactured products used in PTA-
funded projects are produced in the United States, unless a waiver has been granted by FT A or
the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and
include software, microcomputer equipment and small purchases (currently less than $150,000)
made with capital, operating, or planning funds. Separate requirements for rolling stock are
stated at 5323G)(2)(C) and 49 CFR 661.11. Rolling stock must be manufactured in the US and
have a minimum 60% domestic content for FY20 16 and FY20 17, a minimum 65% domestic
content for FY20 18 and FY20 19 and a minimum 70% domestic content for FY2020 and beyond.
A bidder or offeror shall submit appropriate Buy America certification to the City with all bids
on FTA-funded contracts, except those subject to a general waiver. Proposals not accompanied
by a completed Buy America certification shall be rejected as nonresponsive. This requirement
does not apply to lower tier subcontractors.
Lobbying-Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying
Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.]-Contractors who
apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part
20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has
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not used federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non-federal funds with respect to that federal contract, grant or award
covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the City.
Clean Air -
1) The contractor shall comply with all applicable standards, orders or regulations pursuant to the
Clean Air Act, 42 USC 7401 et seq. The contractor shall report each violation to the City and
understands and agrees that the City will, in tum, report each violation as required to FT A and the
appropriate EPA Regional Office.
2) The contractor shall include these requirements in each subcontract exceeding $150,000
financed in whole or in part with FT A assistance.
Clean Water -The contractor shall comply with all applicable standards, orders or regulations
issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq.
The contractor shall report each violation to the City and understands and agrees that the City
shall, in tum, report each violation as required to FT A and the appropriate EPA Regional Office.
The contractor shall include these requirements in each subcontract exceeding $150,000 financed
in whole or in part with FTA assistance.
Energy Conservation -The contractor shall comply with mandatory standards and policies
relating to energy efficiency, stated in the state energy conservation plan issued in compliance
with the Energy Policy & Conservation Act.
Recycled Products -The contractor agrees to comply with all the requirements of Section 6002
of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including
but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as
they apply to the procurement of the items designated in Subpart B of 40 CFR Part 24 7.
Access Requirements for Persons with Disabilities -The contractor shall comply with 49 USC
5301 (d), stating federal policy that the elderly and persons with disabilities have the same rights
as other persons to use mass transportation services and facilities and that special efforts shall be
made in planning and designing those services and facilities to implement that policy. The
contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act
(1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and
the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which
requires that accessible facilities and services be made available to persons with disabilities,
including any subsequent amendments thereto.
Domestic Preference for Procurements As appropriate, and to the extent consistent with law
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(including 2 C.F.R. §200.322)~ the VENDOR should, to the greatest extent practicable, provide a
preference for the purchase, acquisition, or use of goods, products, or materials produced in the
United States. This includes, but is not limited to iron, aluminum, steel, cement, and other
n1anufactured products.
Prompt Payment -The prime contractor agrees to pay each subcontractor under this prime
contract for satisfactory performance of its contract no later than 30 days from the receipt of each
payment the prime contract receives from the City. The prime contractor agrees further to return
retainage payments to each subcontractor within 30 days after the subcontractor's work is
satisfactorily completed. Any delay or postponement of payment from the above referenced time
frame may occur only for good cause following written approval of the City. This clause applies
to both DBE and non-DBE subcontracts.