HomeMy WebLinkAboutBack-Up DocumentsApril X, 2020
Erica Paschal
Finance Director
City of Miami, Florida
444 SW 2°d Avenue, 61h Floor
Miami, FL 33130
RSM
RSM US LLP
Kirk Rogers
Partner
kirk,recd rs(cr"?rwmuw,rem
T +1 671 3414142
vmvii.rsmus.00rn
Dear Ms. Paschal:
We are enthusiastic about the prospect of serving you and City of Miami, Florida(C " "you" or "your").
The purpose of this engagement letter ("Engagement Letter") is to document yo ement for RSM
US LLP, an Iowa limited liability partnership ("RSM," "we," "us" or "our") to con I and assist you with
consulting services.
Services and Scope of Work
The scope of our services (the "Services") will be a quest and.. re ` n of mana d relates
to accounting or other consulting services as m described k " pa "ately ex t tement of
work (each a "Statement of Work" or "SOW") rence to, t ' le r.
Our work will be to assist and advise yo ,wit hi project; as ted below a V arity, we will not, nor
does Client desire us to, perform any ma ent functi9ps,rn a mana me decisions, or otherwise
perform in a capacity equivalent to that of an employee o er of Client..
The procedures to be performed will not constitute5eel
di a review, compilation of the Client's
financial statements or any part thereof, nor the a examinat nagement's assertions
concerning the effectiveness of the Client's iertrot system n examination of compliance with
laws, regulations, or other matters. Accordin Performa of the procedures will not result in the
expression of an opinion or any other form s �rance on t is financial_ statements or any part
thereof, nor an external opinion or any of of assuran " 0 -the Client's internal control systems or
its compliance with laws, regulations, o ' matters.
Client Acceptance of Work
At the conclusion of each ph s rk, we will re ith you the intended scope of work and
deliverables set out in this c e t and th e" ' OWs to confirm we have met the defined project
expectations. If you believe liverable onform, you will notify us in writing within thirty (30)
days of receiving the del' era b s that they do -'conform. We will then have a reasonable period of
time, based upon its se" ty and complexity, to correct the nonconformity. If you use the deliverables
before acceptance o ; fail to notify us of the nonconformance within the thirty (30) day period, the
deliverables wil ep' ' ered accepted.
THE POWER OF BEING UNDERSTOOD
AUDIT I TAX a CONSULTING
$Y. W�Uxas it �3. �:.t�x,ir. xt'°.,rt�ay i��ah,�. Ei.rna� x.3, atq€�,t.xvl,„_,ta.�, ktat dei�}C z'.i3€:v�af ,Etda!<&:�x;:�ra;[„�vx�R:E r rm3y'�;, ;li �..an.r,>. ^.sna,'Jl �it?us:$i+u�'rra it `urt ,teRya• ,,;: s9 r §dMh t,ae I.6i; t`sxb
s Kumuorkm
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 2 of 18
Staffing
Kirk Rogers will be responsible for overseeing the engagement and the delivery of all services to you.
Other professionals at the necessary skill and experience levels may be called upon to assist in this
project as appropriate. While we will attempt to comply with your requests for certain individuals, we retain
the right to assign and reassign our personnel, as appropriate, to perform the services.
Our personnel shall observe your confidentiality, code of conduct, or other reasonable policies ing
working conditions and business hours, to the extent our personnel are made aware of s is "'s. Our
responsibility for the refusal of any personnel to observe such policies shall be our atte . t ish you
with replacement personnel. If for any reason any of our personnel are unable to comp) th service
period or his/her performance does not meet your expectations, we will attempt to provide suitable
replacement.
Engagement Assumptions and Client Responsibilities
Our services, fees and work schedule are based upon the following assum epresentati ns and
information supplied by you.
Client will determine the extent of services it wishILIAVto provide ure our com . as access
to key people and data.
If circumstances arise relating to the availabil o ufficient, t evidence r rmation which, in
our professional judgment, prevents us pleting the gement, w unilateral right to
take any course of action permitted to u cl ding withdrawal ` m the e g e
In the event we are requested or authorized by ClieSri
r quired by go ent regulation,
subpoena or other legal process to produce our doc or our per el as witnesses with respect to
our engagements for Client, Client will, so long asnot a part th proceeding in which the
information is sought, reimburse us for our pro time and e. n s, including the fees and
expenses of our counsel, incurred in respond uch requ
You agree to furnish personnel, facilities a ources, and nd ake the responsibilities set forth in this
Engagement Letter. You also agree to ca I levels oA;loyees
ployees and contractors to cooperate
fully and timely with us. You will desi n employee within your senior management
who will make or obtain all manage nt ecisions wi" ect to this engagement on a timely basis. You
also agree that all assumption s in this En a Letter are accurate and agree to provide us
with such further information w a eed and w can rely on to be accurate and complete. We
will be entitled to rely on al ecisions n . , p ovals made independently, and we will not be
obligated to evaluate, advi n onfirm or ch decisions and approvals. You will evaluate the
adequacy and results of, ervi " and will let us ow immediately of any problems or issues you perceive
in our personnel, servic " or deliverables. We will also let you know where we feel we are not getting the
appropriate coopers " irection and advise you of any other issues related to this engagement. The
success of this ` ga l nt is dependent upon full openness, communications, cooperation and timely
direction. The f ent of these responsibilities is critical to the success of this engagement. The
successful delivery f our services, and the fees charged, are also dependent on your timely and effective
completion of your responsibilities, the accuracy and completeness of the assumptions, and timely
decisions and approvals by your management. You will be responsible for any delays, additional costs, or
other liabilities caused by or associated with any deficiencies in the assumptions or in carrying out your
responsibilities.
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 3 of 18
In connection with the performance of these services, Client agrees to make all management decisions
and perform all management functions; designate an individual who possesses suitable skills, knowledge,
and/or experience, preferably within senior management, to oversee such services; evaluate the
adequacy and results of the services performed; accept responsibility for the results of the services; nd
establish and maintain internal controls, including monitoring ongoing activities. We will not pe`al
management functions, make management decisions, or otherwise perform in a capacity ecto
that of an employee or officer of Client.
Additional Understanding Arising from the Performance of Attest Services by RS
Government Auditing Standards (GAS) require that the auditor maintain independence so opinions,
findings, conclusions, judgments and recommendations will be impartial and viewed partial by
reasonable and informed third parties. Before we agree to provide a non -audit se you, we
determine whether providing such a service would create a significant threat to o , pendence for
GAS audit purposes, either by itself or in aggregate with other non -audit servi vided. Another
critical component of our determination is consideration of management's effectively versee the
non -audit services to be performed. Client agrees to designate an individu t e documen. each
Statement of Work, who possesses suitable skill, n ledge or experie that the i
understands the Services to be performed suffici versee the
GAS further requires that we establish an and ing with Cli,- n nagemen those charged
with governance, the objectives of the non -au t s ` ices, th to be perfo he entity's
acceptance of its responsibilities, the a r ponsibiliti d any limits a non -audit
services. We believe this letter combine ` it ac h Statement Work do is at understanding.
In connection with the performance of these Services,j!lgrees to ma management decisions
and perform all management functions; and establis aintain in;
Deanagement
controls, including monitoring
ongoing activities. We will not perform any manag unctions m decisions, or
otherwise perform in a capacity equivalent to t employee of Client.
In the event we obtain any nonpublic, perso entifiable in tion regarding any of your customers
during this engagement, we will use such i tion, if at al on or the purposes described in this
Engagement Letter and will keep such in ion confid accordance with the provisions of
Section 1 of the General Business T e have i 1 ed commercially reasonable safeguards to
protect against the loss, misuse, alt ti or destruct' or unauthorized access to such information
(which safeguards include policie a disposa s c n of such information), and will promptly
notify you after learning of any' sc r breach thaw romises such information.
Fees and Expenses
Unless otherwise agre upon in the applicable tatement of Work, the fees for our services described in
this Engagement Leqr%any applicable Statement of Work will be based upon actual time and
materials at the enourly rate as presented in the separately executed Statement of Work. In
addition to our ill be billed for (a) directly billed expenses, including report processing, travel,
meals, fees and a nses for services from other professionals, and for services provided by our
subcontractors, as well as (b) a charge of 5% of fees for all other expenses, including indirect
administrative expenses such as technology, research and library databases, communications,
photocopying, postage and clerical assistance.
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 4 of 18
You acknowledge that this is our good faith estimate based upon our understanding of the engagement
assumptions and the facts and circumstances we are aware of at this time. If the basis of our estimates is
inaccurate, the fees and expenses may be different from those we each anticipate.
Fees for services of this type are always difficult to estimate. If circumstances are encountered that e
our ability to proceed according to the plan outlined above, such as major scope changes, loss
Client personnel, unavailable information, or undetermined or requested scope changes durinkscoping efforts, we will inform you promptly and seek your approval for any changes in scopz.
g or
fees that may result from such circumstances.
We will bill our fees and expenses monthly. Those fees and expenses do not include taxeAW.ou will be
responsible for and will pay all applicable sales, use, excise, value-added and other, s associated with
the provision or receipt of the services and deliverables, excluding taxes on our in enerally. Our
invoices are payable upon presentation. We reserve the right to charge interest invoice that is not
paid within 30 days of the invoice date. If you object to any portion of an invoi will notify us of your
objection within 10 days of the date of the invoice, and the parties will proDine
ice a goodfiloices
effort to
settle the disputed portion of the invoice. You will in any event, pay the pof the invoice not in
dispute within such 30 -day period. We reserve th to suspend ort services
are not timely paid, in which event we will not be I retW any result damage or e
connected with such suspension or termination. N
General Business Terms and Project A nce
The General Business Terms apply to t ' .en gement andar n integra .o r agreement. Please
indicate your agreement to these arrange s by signi d returning me enclosed copy of this
Engagement Letter.
We appreciate the opportunity to be of service to y 0& look forwarto orking with you on this project.
You will receive our closest attention. If at anyim o have que 100'
ncerns, or issues with our
services, billings or anything else related to oice, please call t +1 571 341 4142.
Sincerely,
RSM US LLP
By:
Kirk Rogers
Partner
Attachments: Gen siness Terms
This Engagemen tter and the General Business Terms correctly set forth our understanding and
acceptance of this agreement.
Acknowledged and accepted:
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 5 of 18
City of Miami, Florida
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 6 of 18
General Business Terms
These General Business Terms (the "Terms") will govern the services provided by RSM as described in
the Engagement Letter executed by Client and RSM in which these Terms are included. These Ter, s,
together with the Engagement Letter and any of its attachments or related Statements of Work, cone 1.ute
the entire understanding and agreement between Client and RSM with respect to the services
in the Engagement Letter (collectively, the "Agreement"), supersede all prior oral and written .
communications, and may be amended, modified or changed (including changes in scope 0t of the
services or fees) only in writing when signed by both parties. If there is a conflict betwe t e erms
and the terms of the Engagement Letter, these Terms will govern. RSM and Client are h times
herein referred to as a "Party" and collectively, the "Parties."
1. The Services Party of any circums s that may reasonably
be anticipated or i it become ware that
1.1. Scope. RSM will furnish to Client the may lead to a ma i delay.
Services described in the scope of work section
of the Engagement Letter executed by RSM and .3. Ch In rders. Clie t" quest
Client in which these terms are included and additions ce or modif t s the
incorporated or a Statement of Work which reques d rvices by de,�' a written
refers to and incorporates these terms. All Vil
ch o r request to In the event that
references to Statement of Work hereuSa RS 'ceives a ch r request, RSM will
also include the Scope of Work containterm a the ccan r schedule impact, if
separately executed Engagement Letteh of the requ ted ange, and provide to
Statement of Work will specify, as may be Int a proposal change order ("Change
appropriate under the circumstances: (i) the der"). Ea92irm
nge Order will be effective
specific Services to be furnished by RSM; (ii) the when sigoth Parties. RSM will not be
scope and approach to the Services; (iii) a obligate( the requested changes
description of any actions, input or obligation f unlet, i) the arties agree on the terms of a
Client upon which RSM's performance of t Cha er and (ii) the applicable Change
Services is dependent; (iv) a mutually age Or r h sheen executed by the Parties.
upon performance schedule relating to su standing the requirement for signature in
Services; (v) the applicable fees rela to; aragraph, Change Orders communicated
(vi) staffing and, if applicable, use of email correspondence will be deemed
subcontractors; and (vii) any oe cable ctive if (i) the communication clearly
terms and conditions. In eac nt of references that the message is intended to
Work, each Party will desi " at roject constitute a Change Order and (ii) the
Manager/Lead" who will be incipal poi%p, communication is clearly or unequivocally
contact between the Pa ies fo all matters confirmed by individuals in writing or via email
relating to the Services vided under such with the authority to execute a written Change
Statement of Work. j afties may change the Order for each Party.
designated ger/Lead" upon written
notice to the oth1lkarty. 1.4. Use of Third -Party Contractors. RSM
may retain qualified third parties and service
1.2. Timetable. Each Party will use providers to furnish services to it in connection
commercially reasonable efforts to adhere to the with its Services ("Third -Party Contractors").
time table set forth in the applicable Statement Each member of the RSM International network
of Work. Each Party will promptly notify the other (an "RSM Network Firm") is an independent
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 7 of 18
accounting and advisory firm each of which 1.5.3. Agree that Client's Project Manager and
practices in its own right. The RSM International other appropriate personnel shall participate in
network is not itself a separate legal entity of any regular project status and assessment meetings
description in any jurisdiction. RSM will be with the RSM Project Manager or other RSM
responsible to Client for the performance of its designee, and if applicable, in accordance ith a
Affiliates, RSM Network Firms, and any other schedule specified in the applicable t
Third -Party Contractors solely as related to their of Work; and
services performed under this Agreement;
subject to the limitations set forth herein. 1.5.4. Provide or assist in ga' ss to
Notwithstanding the foregoing, nothing in this personnel, staff or other reso t es
Agreement shall be construed to create the reasonably required by RSM to p orm the
relationship of principal and agent, employer and Services.
employee, partners or joint venturers between
RSM and any Third -Party Contractor or RSM 1.5.5. In connection t performance of
Network Firm. Client agrees that it will not bring the Services, Client sto:
any claims against an RSM Network Firm for
matters solely arising from or related to the 1.5.5.1. make all gement dec i and
services provided by such firm under this perform all m ment functio
Agreement. RSM may share Confidential
Information with Third -Party Contractors on the 1.5.5.2. d 5 at n indivi a - ossesses
same basis as RSM would be permitted to sh suitabl k knowledge r experience,
information with RSM partners, principals an, pr .' thin senior ement, to
employees; provided, that such Third -P Ove such servi
Contractor is bound by written obligatio f
confidentiality that are as protective of Clie.3. evaluat e a equacy and results of
Confidential Information as the Confidentiality ervices perfo ,
terms set forth herein.
1.5.5.4 0r ponsibility for the results of
1.5. Client Responsibilities. Client shall the servi 4 nd
responsible for cooperating with RSM in its
provision of the Services as set forth in eac 1.5.ptablish and maintain internal controls,
Statement of Work. Without limiting the incl in monitoring ongoing activities.
generality of the foregoing, in connection
the performance of the Services, Cli 01. R,
RSM will not perform any management
ctions, make management decisions and,
1.5.1. Assign a Client Projecqt,,M for ept as explicitly provided in an applicable
each specific Statement of Wor ossesses Statement of Work, perform in a capacity
suitable skills, knowledge fence to: equivalent to that of Client's personnel.
oversee the Services and i a ed suffici ,
authority from Client to ke cisions 1.6. Affiliates. This Agreement may be
regarding the Services timely and effective extended to any Affiliate of Client, under the
manner; same terms and conditions of this Agreement; in
which case the term "Client" shall include any
1.5.2. Evaluat a adequacy and results of Affiliate that executes any Statement(s) of Work
the Services in acc rdance with the timetable(s) or obtains any Services under this Agreement.
set forth in the applicable Statement of Work, "Affiliate" means any entity which directly or
subject to any warranty obligations contained indirectly, through one or more intermediaries,
herein; controls, is controlled by or is under common
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 8 of 18
control with a Party to this Agreement. For the
purposes of this Section 1.6, "control" means (i)
in the case of corporate entities, direct or indirect
ownership of greater than fifty percent (50%) or
more of the stock or shares entitled to vote for
the election of the board of directors or other
governing body of the entity; and (ii) in the case
of non -corporate entities, direct or indirect
ownership of greater than fifty percent (50%) or
greater of the equity interest. Execution of any
Statement of Work by an Affiliate shall be
deemed acceptance of all terms and conditions
of this Agreement by such Affiliate.
Client Acceptance of Services
Statement of Work. Each Statement of Work will
provide the applicable standard rates.
3.2. Expenses. RSM will be entitled to
reimbursement of its reasonable expenses
incurred in connection with the State
Work for travel -related expenses, for e s
and expenses of its subcontractors p vided
by the applicable Statement of d for
such other items as the Partie ay gree upon
in writing. Expenses will be items in RSM's
monthly invoice. Upon Clie ritten request,
RSM will produce docu a -n of such
expenses.
3.3. Pa menu chnonth, RS will submit
2.1. Acceptance. At the conclusion of each an invoice to Clie fo its reimburs
phase of the Services under each Statement of expenses an401le
able fees.Vh%oices will
Work, RSM will review with Client the intended a due andwithin thirtays of
scope of work and Deliverables (defined in Client's r c invoic sed in the
section 4.1) to confirm compliance with the applica a ement of , ' voicing and
defined project expectations. If Client reason I pa RSM's Sery ill be in
believes the Deliverables do not confor o ac ince with s dules set forth
project expectations, it will notify RSM o c therei .' f Client a to any portion of an
nonconformity in writing within thirty (30) ce, Client wl pro a written notice of its
business days of receiving the Deliverables.bl
ction to RSM ten (10) days of the date
RSM will then have a reasonable period of time i eceives th%ae 1' able invoice, including a
to correct the nonconformity, as mutually agreed detailed den of the basis for Client's
to by the Parties based upon severity and contentio fees are incorrect and any
complexity of the necessary correction. If Clieapplisiporting documentation. Client will
uses the Deliverables before acceptance ora be r ible for payment of the portion of the
to notify RSM of the nonconformance withi inv ce khat is not in dispute within thirty (30)
above -referenced thirty (30) -day period tit = he date it received the applicable
Deliverables will be considered acce " o' 'be. If Client and RSM cannot resolve the
Nioute
uted fees within ten (10) days thereafter, the
3. Compensation shall be escalated to the senior
management of each respective Party, who shall
3.1. Fees. Unless oth is g1feed upo : n engage in good faith efforts to promptly resolve
the applicable Statement o or , fees fort such dispute. If it is determined that Client owes
Services described in th'NOl
gr ment and any all or part of any amount subject to dispute,
applicable Statement ork will be based Client shall remit such amount to RSM within
upon actual time, pi ime at RSM's five (5) days of such determination. RSM
standard rates qeenses
the time the Services reserves the right to charge interest on any
are rendered, dut-of-pocket expenses, invoice that is not paid within thirty (30) days of
and the fees anof RSM's the invoice date. In the event that Client fails to
subcontractors as specified in the applicable pay any undisputed fees within sixty (60) days of
Statement of Work. Fees are not dependent their due date, RSM shall have the right to
upon a successful closing or completion of any suspend its Services until such time as Client
transaction contemplated by a specific pays its fees in full. RSM will not be liable for
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 9 of 18
any resulting loss, damage or expense
connected with such suspension. The foregoing
does not limit RSM from pursuing any other
rights available at law or in equity and is in
addition to, not in lieu of, RSM's termination
rights under Section 7 herein and/or under an
I' bl St t t f W
during the term of this Agreement, including
without limitation, methodologies, templates and
documentation, as well as copyrights,
trademarks, service marks, ideas, concepts,
know-how, techniques, knowledge or data, nd
any derivatives thereof (collectively, "
app ica e a emen o ork. Information").
3.4. Taxes. The fees set forth herein are 4.4. Limited License to U
exclusive of taxes. Client will be responsible for Information. To the extent thaS
all taxes, levies and assessments, excepting incorporates any RSM Informati to the
taxes based on the income of RSM. Deliverables upon pa en II for the
Services and Deliverabl n r the applicable
4. Use and Ownership Statement of Work, RS a by grants to Client
a nonexclusive, nont ,_ able license to use
4.1. Deliverables. "Deliverables" means such RSM Inform - ely for internal
those custom -developed documents, data, purposes and sol i connectiontath
lient's
reports, analyses, recommendations and other use of the Def es in accor any
materials authored or prepared by RSM imitations s t in the applic atement
specifically for Client pursuant to a Statement of of Work.: I t m not reu r disclose
Work. For avoidance of doubt, Deliverables d the RS r ' ation to a parties.
not include RSM's administrative Fu t is expres�y hibited from
communications, records, files, method gi,. dis egating the oration from the
processes and working papers relating t e, Delive bles.
Services which remain the sole and exclusi
property of RSM. In the event that a Statement 14co Sole Ben nd Use. Client
of Work for outsourced services provides that knowledg d agrees that any advice,
Client acquires ownership of working papers, informati n; w k product provided to Client by
RSM will be entitled to retain copies of all such 3 RSM in c ` , e ion with this Agreement is for the
working papers subject to the confidentiality sole efit d use of Client and may not be
obligations herein. relieor used by any third party; provided,
ho GL�,
.at Client may share any advice,
4.2. Ownership of Deliverables. Su o on or work product provided to it by
the limitations set forth herein, upon in 0, with Client's regulators, auditors and
full for the Services in connection wi a visors in the ordinary course of business as
applicable Statement of Work,,,all itle and Ressary. Upon Client's explicit request and if
interest in the Deliverables s tJ6 the contemplated by the applicable Statement of
Statement of Work will tra " er d becorRe Work, RSM will promptly provide copies of its
the sole and exclusive prop f Client, a applicable workpapers to Client's regulators.
as set forth below. _�, Client further agrees that if it will not make any
such advice, information or work product
4.3. RSM Infor tc`, otwithstanding any available to any other third party except as
other provision et.herein, RSM reserves expressly permitted by the applicable Statement
all rights in and ` II proprietary works of of Work or Section 8 below, unless Client first
authorship created, eveloped or purchased by obtains from the third party and provides to RSM
RSM or any third party under contract to RSM an executed non -reliance and release letter in
that have not been created specifically for Client RSM's form with respect to such disclosed
and/or have general applicability to RSM's information. In no event will RSM's advice,
business, whether they were created prior to or information or work product be referred to or
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 10 of 18
quoted, in whole or in part, in any registration
statement, prospectus, public filing, loan
agreement or other document without RSM's
prior written approval.
5. Warranty and Disclaimers
5.3. Disclaimer. EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, THE
DELIVERABLES AND THE SERVICES ARE
PROVIDED "AS IS" AND RSM DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATIO
IMPLIED WARRANTIES OF TITLE, 1'
5.1. Mutual. Each Party represents and INFRINGEMENT AND MERCHANT B TY OR
warrants that: (i) it is a legal entity duly FITNESS FOR ANY PARTICU POSE;
organized, validly existing and in good standing; OR (II) ANY WARRANTY TH AN
(ii) it has all requisite corporate power and DELIVERABLE IS FREE FRO OR. NO
authority to execute, deliver and perform its WRITTEN OR ORAL INF TION OR
obligations hereunder; (iii) it will comply with all ADVICE GIVEN BY RS t CREATE ANY
laws and regulations applicable to the WARRANTY.
performance of its obligations hereunder; (iv) it
will avoid deceptive, misleading or unethical 5.4. Non-Reliam.= ient ackno . ledges
practices that could adversely affect the and agrees thatWea
as not mad is not
performance of the other Party's obligations making any re tionsor " s
under this Agreement or damage the reputation hatsoever e" ng the subje er of this
of the other Party; (v) it is not a party to any m. Agreeme t, pr s or impl' t as
agreement with a third party, the performance proi; Section 5 . n at it is not
which is reasonably likely to adversely affect req=a!tas not relie ny
ability or the ability of the other Party toy rentations or t whatsoever
fully its respective obligations hereunder, " d reag the su at r of this Agreement,
(vi) its performance of its obligations under is ess or impli ex t for the
Agreement will not knowingly violate any other ep sentations a rranties in this Section 5.
agreement between such Party and any third
party. 5.5. Li "t, of Liability. CLIENT AND
RSM D'SCUSSED THE RISKS AND
5.2. Warranty of Services. RSM warrant RE W DS S�SOCIATED WITH THIS
that the Services shall be performed with AG NT AS WELL AS RSM'S FEES FOR
reasonable care in a diligent and compete SE I CLIENT AND RSM AGREE TO
manner. If Client believes RSM has br a ,4TE CERTAIN OF THE RISKS SO
the foregoing warranty in connectior.. i y , TO THE FULLEST EXTENT
Statement of Work, Client shall prov "e written MITTED BY LAW, THE TOTAL
notice of such breach within silty ' ys after GREGATE LIABILITY OF CLIENT AND
the performance of such Sery c w ch notice �. RSM (AND THEIR RESPECTIVE PARTNERS,
shall include specific detai re g such PRINCIPALS, OFFICERS, DIRECTORS,
breach. RSM's sole obliga w be to cor EMPLOYEES, AFFILIATES, SUBSIDIARIES,
any nonconformance w!easonable
this arranty. RSM CONTRACTORS, AGENTS OR
and Client will agree to amount of REPRESENTATIVES) TO EACH OTHER FOR
time, based on its s nd complexity, ALL CLAIMS WHATSOEVER RELATED TO
within which RSi 7rect the THE DELIVERABLES, THE SERVICES
nonconformanc _ the event RSM cannot PROVIDED HEREUNDER OR THIS
correct the noncon "mance within the agreed AGREEMENT, INCLUDING ANY CAUSE OF
upon time period, RSM shall refund to Client the ACTION SOUNDING IN CONTRACT, TORT
amount paid to RSM for the nonconforming OR STRICT LIABILITY, WILL NOT EXCEED
portion of the Services or Deliverables. THE TOTAL AMOUNT OF THE FEES PAID OR
PAYABLE TO RSM BY CLIENT DURING THE
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 11 of 18
IMMEDIATELY PRECEDING TWELVE (12)
MONTHS UNDER THE STATEMENT OF
WORK AND/OR ENGAGEMENT LETTER
THAT GAVE RISE TO SUCH LIABILITY. IN NO
EVENT WILL CLIENT OR RSM (OR THEIR
RESPECTIVE PARTNERS, PRINCIPALS,
OFFICERS, DIRECTORS, EMPLOYEES,
AFFILIATES, SUBSIDIARIES,
CONTRACTORS, AGENTS OR
REPRESENTATIVES) BE LIABLE FOR. ANY
LOST PROFITS OR INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR
SIMILAR SUCH DAMAGES, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE
LIMITATION OF LIABILITY CONTAINED IN
THIS SECTION 5.5 SHALL NOT APPLY TO
INDEMNIFICATION OBLIGATIONS UNDER
SECTION 6 HEREIN.
whether of Client, RSM or others whether arising
out of tort, strict liability or otherwise) and
whether or not RSM was advised of the
possibility of the damage or loss asserted. Such
terms shall also continue to apply after an
termination of this Agreement by eith6 [Lik
and during any dispute between the P-
7. Term and Terminatio
7.1. Term. This AgreementC ommence
on the Effective Date and 4
Akntinue until it is
terminated by either Pa ordance with
this Section 7. iv
7.2. Material BmacW Either Pa may
terminate this A i int for a at r.' reach
f bwhich remain ured for thirt ys after
e reach'
receives wr tice of
such bre om a non -b a n arty. The
6. Indemnification failure to make f ent of any and
all i imely mann' r `: stitutes a material
6.1. Client's Indemnification of R bre 'of this Agre on termination of
Client will indemnify and hold RSM harm s this A " ement f;: a son, in addition to any
against all costs, fees, expenses, damages nd amounts t t m e due pursuant to this
liabilities (including reasonable attorneys' fees 'a ement, Clien ' 'pay RSM for all Services
and costs) associated with (i) any third -party rendered an5ttt!bor
liverables delivered prior to the
claim arising from or relating to any Services, effective d rmination. RSM will not be
Deliverables or other work product from RSM liable to } any resulting loss, damage or
that Client uses or discloses to others in a expep corrected with a termination for
manner other than that expressly permitted )xi matey, ach under this provision.
this Agreement or (ii) any claim brought b ,
Affiliate of Client contrary to the terms of ermination without Cause. Unless
Agreement. vk
Wise set forth in a Statement of Work or a
�ieement
vices rider, either Party may terminate this
6.2. RSM's Indemnification dfi t. RSM for any reason upon fifteen (15) days
will indemnify and hold Client h I ains prior written notice to the other Party; provided,
all costs, fees, expenses, ' m and liahowever, that if Client terminates pursuant to
(including reasonable attor s'
re and c this Section 7.3, it must pay all outstanding fees
associated with third -pa clai `s arising from and expenses for Services actually performed
RSM's infringement of -party intellectual and Deliverables provided, or portions thereof
property rights, or R ud or willful performed or provided (in each case, even if
misconduct. such Services or Deliverables are incomplete)
as of the effective date of termination. RSM shall
6.3. Applicatio =of Indemnification Terms. have no further responsibility for any
The terms of this Section 6 shall apply Deliverables provided that are identified as
regardless of the nature of any claim asserted incomplete as of the date of termination. If any
(including those arising from contract law, Statement of Work hereunder contains payment
statutes, regulations or any form of negligence terms on any basis other than fees and
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 12 of 18
expenses paid on time and materials basis, then
this Section 7.3 shall not govern such Statement
of Work unless such Statement of Work
expressly provides otherwise. If a Statement of
that it is providing Services to Client nor disclose
to any third party any details concerning this
Agreement, including the subject of Services.
Work contains a longer notice period for 8.2. Definition of Confidential Informition.
termination without cause than that set forth "Confidential Information" means, su
herein, then the notice period in the applicable Section 8.3 herein, information in anNNON I,
Statement of Work will govern. graphic, written, electronic, machin :.!ue;INable or
hard copy consisting of (i) anyOonventions, c
7.4. Additional RSM Termination Right. If information provided by the DiParty,
circumstances arise that would cause RSM's including but not limited to, all
continued performance to violate a professional, designs, data, source and' t code,
regulatory, legal or contractual obligation, RSM programs, program intes� . now -how, trade
reserves the right to take any course of action secrets, techniques, ide scoveries,
permitted to it to cure such violation, including marketing and busing ns, pricing, profit
but not limited to terminating this Agreement or margins and/or si ip. ormation; ii. any
any applicable Statement of Work. information which eisclosing P I entifies
as confidential" i any infor at, by its
7.5. Survival. The following Sections will ery nature, on in the sa _ "milar
survive the termination of this Agreement as circumst w 'Id under s Id be
applicable: 3.3. (Payment), 4 (Use and treated s idential. W' limiting the
Ownership), 5 (Warranty and Disclaimers)6 ge i the fore, ent acknowledges
(Indemnification), 7.5 (Survival), 8 an ' rees that RS -how constitutes
(Confidentiality) and 10 (General Provisi ), Confi tial Irfor.
together with accrued payment obligations;
provided, however, that Section 8Exclusio a term "Confidential
(Confidentiality) shall survive the termination or ormation" of include information that: (i)
expiration of this Agreement as provided in 044, is public) Ha le at the time of disclosure by
Section 8.13. the Discl ` ' arty; (ii) becomes publicly
avail e by blication or otherwise after
8. Confidentiality disci , e y the Disclosing Party, otherthan by
bre ch this Section 8 by the Receiving Party;
lawfully in the Receiving Party's
ssion, without restriction as to
nfidentiality or use, at the time of disclosure by
�h a Disclosing Party; (iv) is provided to the
Receiving Party without restriction as to
confidentiality or use by a third party without
violation of any obligation to the Disclosing
Party; or (v) is independently developed by the
Receiving Party without reference to or use of
the Confidential Information.
8.1. Use of Confidential Informatio f
Parties may, from time to time, disci
Confidential Information (as defined I , ) to
one another. Accordingly, eac P " rees as
the recipient (the "Receiving Pa keep
strictly confidential all Con ' e I formatio'
provided by the other Party e: is sin
Party"). The Receiving P rty f her agrees to
use the Confidential Inf ation of the
Disclosing Party sol I e purpose of
exercising its ri ' s . Ifilling its obligations
under this Agre nt or applicable Statement of
Work. The Receivin Party may not use for its
own benefit or otherwise disclose any of the
Confidential Information of the Disclosing Party
for any other purpose. Without Client's prior
written consent, RSM will not disclose the fact
8.4. Protection of Confidential
Information. The Receiving Party will inform its
partners, principals, employees and
representatives who have access to the
Confidential Information of the Disclosing Party
that such information is confidential and
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 13 of 18
proprietary information of the Disclosing Party. of such information from Receiving Party's back -
The Receiving Party agrees to disclose the up or archival systems. Any Confidential
Confidential Information to its partners, Information retained will remain subject to the
principals, employees and representatives solely confidentiality obligations of this Agreement, will
for the purpose of exercising the Receiving be maintained in a secure environment, an will
Party's rights and fulfilling the its obligations be destroyed in accordance with the
under this Agreement or a Statement of work, Party's document retention policies. i
who are under subject to written obligations of Receiving Party's retention of archi c ies
confidentiality no less restrictive than those set nor failure to remove copies m fr k -up or
forth herein. The Receiving Party will be. archival systems will be deea b ach of this
responsible for any breach of confidentiality Agreement.
obligations hereunder by its partners, principals,
employees or representatives. The Receiving 8.6. Compelled Discfe In the event
Party will treat the Disclosing Party's that the Receiving Partmes legally
Confidential Information with the same degree of compelled to disclos f the Confidential
care as the Receiving Party treats its own Information of the I ing Party, t e
confidential and proprietary information, but in Receiving Party I p 'vide the Di I ung Party
no event will such standard of care be less thanwith prompt n " r the extent, otice is
a reasonable standard of care. The Receiving NAbgally per so that the ng Party
Party will promptly notify the Disclosing Party if it may, at it a ense an , seek a
becomes aware that any Confidential protecti a er or other riate remedy.
Information of the Disclosing Party has been
used or disclosed in violation of this Ag r " 8.. Remedy. acknowledges that
the of r PartyVint
h e an adequate
8.5. Return of Confidential Informatio ` dy in the ait breaches the
Promptly upon the written request of the r isiom of thiment regarding
Disclosing Party or upon termination of this nfidential mation and that such Party
Agreement, the Receiving Party will return to the . ay suffer i able damage and injury in
Disclosing Party or destroy all tangible copies 6 h such eve T `breaching Party agrees that the
the Disclosing Party's Confidential Informatio non- r achi Party, in addition to seeking any
RSM will, however, maintain a copy of any"othed i ble rights and remedies as may
Confidential Information necessary to sup s ap ay seek an injunction restraining the
work product under this Agreement for re en e Party from committing or continuing
and archive purposes and in accords,
Violg
ation.
applicable professional standards. th r"aspect
to Confidential Information comm d Pre -Existing Nondisclosure
through email or which has bee c ned or Agreements. In the event that the Parties have
otherwise stored electroni a Receiv _g executed a separate nondisclosure agreement,
Party, such Party will make m ercially such agreement is incorporated by reference
reasonable efforts to delte s information herein. In the event of a conflict between the
from its active storagedium. Notwithstanding provisions of the pre-existing agreement and the
the preceding, the POformation
cknowledge that, in provisions of Sections 8.1 through 8.7, except
the case of Con ' en for 8.5, the more restrictive provision shall
communicated gh email or which has been govern.
scanned or oth BW stored electronically by
Receiving Party, Receiving Party's deletion of (i) 8.9. Record Retention. RSM maintains a
email messages from individual mailboxes or (ii) record retention policy for documents, including
documents from network or individual hard documents in electronic form, in its possession
drives will not result in the removal of all copies from Client and otherwise. Documents tendered
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 14 of 18
to RSM in tangible form may be stored solely in applies if Client (i) has any international
electronic form. A summary of RSM's record operations, (ii) owns more than 10 percent of
retention policy is available to Client upon any class of securities issued by a foreign
request. RSM will exert commercially corporation or entity, or (iii) has a foreign
reasonable efforts to follow its record retention corporation or entity as an owner of more t n
policy and will destroy documents in accordance 10 percent of any class of its securiti s
with its policy, unless otherwise instructed by the a member of RSM International, a ne o of
Client or as otherwise agreed to by the Parties in independent accounting firms. New: ro ssional
writing. rules require RSM to evaluate r
independence taking into con I erat n both
8.10. Personally Identifiable Information. RSM's services to Client and Clr` s affiliates
The term "Personal Information" includes non- and any services to Client lient's affiliates
public personally identifiable information such as performed by other me s of RSM
Social Security numbers, driver's license International. To permit' to comply with
numbers or state -issued identification card these independence: Tient agrees that
numbers, credit or debit card numbers with or RSM may disclos a discuss wi h RSM
without any required security code, number or International and mber firms , name
passwords, health information and other of any corpor rtnership, tiited
personal information as defined by applicable_; iability com other entit m RSM
laws and regulations, whether of Client or performs ice (ii) any o s
Client's customers. Client agrees that it will noj relation hi een that a ion,
transmit to RSM, in any manner, Personal pa s rust, limite i "ty company, or
Information that is not needed to render;; a oth tity and angio . ity; and (iii) the
Services hereunder. Client also confirms" , at nature ' f the Se e a -RSM performs. This
has obtained any necessary consent that '�1mation will use 'olely for the purpose of
be required under applicable privacy legislation evting the in Bence of RSM and other
for the collection, use and disclosure to RSM of SM Internaal firms.
such Personal Information. RSM will use such
Personal Information, if at all, only for the 8.13. i This Section 8 of the
purposes described in the Statement of Work Agre ent s all survive the termination or
RSM agrees to maintain appropriate securi expir f this Agreement for a period of one
measures to protect such Personal Inform p (1) ear provided, however, that with respect to
in accordance with applicable laws and fidential Information that has been
regulations. i Hated by the Disclosing Party as "trade
cret" information, or with respect to Personal
8.11. Unauthorized Access. In rmation, the confidentiality obligations under
becomes aware of an unauthor'i, g quisition this Section 8 shall remain in effect for so long
or use of Confidential Infor t such as such Confidential and Personal Information
Personal Information or a c`:of securit retains its status under applicable law.
affecting either, it will pr ptly, form Client of
such acquisition or bre as required bylaw,
9. Insurance
and take reasonables to prevent further
disclosure or us . R ill also reasonably
During the term of this Agreement, RSM shall
cooperate with t in support of any breach
maintain the following insurance coverages:
requ
notification ire nts as imposed upon
Client by applicable laws and regulations.
9.1. Worker's Compensation and
Employers' Liability. Workers' Compensation
8.12. Limited Disclosure of Information for
Evaluating Independence. This Section 8.12
coverage with statutory limits as required by the
state in which the Services are performed and
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 15 of 18
Employers' Liability coverage with a limit of
liability of $1 million each accident for bodily
injury, $1 million each employee for bodily injury
by disease, and $1 million policy limit for bodily
injury by disease.
9.2. Commercial General Liability. A
Commercial General Liability policy with a limit
of $1 million per occurrence and $2 million in the
annual aggregate.
(i) the sale of all or substantially all of the Party's
assets or a line of business sale; (ii) the sale of a
majority of the capital stock of the Party; or (iii)
the merger of the Party with another entity. In
each such instance, the Party may transfe e
Agreement to the acquirer or survivin y
in the case of a merger. Any such tra" r''
assignment will become effective o : i _nd
when the transferee or assign in
writing to be bound by the to of t is
Agreement.
9.3. Automobile Liability. An Automobile
Liability policy with a combined single limit of 10.2. Force Majeure. i
�Q Party will be
liability of $1 million. responsible for any dela: failure in
performance resultinf acts beyond such
9.4. Professional Liability. A Professional Party's control ("F jeure"). For a Majeure
Liability policy with a limit of liability of $1 million will include, but n b limited to, a f God,
per claim and in the annual aggregate. government o lots or strik idemics,
fires, floods sters. At its o Client
9.5. Privacy and Security Risk (Cyber may term.' .a Stateme . 'that is
coverage). A Privacy and Security Risk Liabil' delaye m . an sixty ( ys by a Force
policy with a limit of liability of $1 million p M t(s); provid" Wever, that Client
claim and in the annual aggregate. isA6cused fro SM for all Services
re et and Dee !e provided prior to the
9.6. Crime (Employee Theft, Premises and16
ination of th Agreernent. Force Majeure
Computer Fraud). A Crime policy with a limit of not extend a yment obligation by more
liability of $1 million per claim and in the annual n fifteen 'rr.
aggregate.
9.7. Umbrella/Excess Coverage. Umbre
liability coverage of $3 million per event sh qP
above the Workers Compensation, Com ,
Automobile policies.
Client shall be granted additional i s (or
Loss Payee status under Crime p via a
blanket endorsement for ap 2licies. .
Upon Client's written requ °`a, will prov'.
Client with a certificate or c i "rtes of
insurance evidencing pr " f of overage for the3
above -referenced polici RSM's insurers
maintain an A.M. Be'. s ting of at least A- / VII.
10. Genera ovisions
10.1. Transfer or Assignment. Neither Party
may transfer or assign this Agreement, or any
rights granted under it, except in connection with
10.3. li Nothing in this Agreement will
provi to R any license or other right to use
Clie t emarks or service marks except in
Wude
n with the provision of the services.
anding the foregoing, unless notified
by Client, during the term RSM may
lient's name in any client list that it
pr ides to individual prospective clients for
marketing purposes; however, this sentence will
not authorize RSM to include Client's name in
any advertisements or publications, even as part
of a client list.
10.4. Electronic Communications. The
Parties acknowledge that they may correspond
or convey documentation via various forms of
electronic transmission, including, but not limited
to, e-mail, FTP and cloud -based sharing and
hosting applications, and that neither Party has
control over the performance, reliability,
availability or security of these electronic
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 16 of 18
transmission methods. Therefore, neither Party
will be liable for any loss, damage, expense,
harm, disclosure or inconvenience resulting from
the loss, delay, interception, corruption,
disclosure or alteration of any electronic
transmission where the Party has used
commercially reasonable efforts to protect such
information. RSM may offer its clients the
opportunity to use a secure internet portal for the
exchange of confidential information using
commercially standard encryption protocols. Use
of this portal may require acceptance of a
customary end user license agreement.
10.7. No Third -Party Beneficiaries. Neither
Party intends that there be any third -Party
beneficiaries to this Agreement, except with
respect to RSM Network Firms under Sections
1.4 and 5.5 herein.
10.8. Notices. Any notice to be gi�
hereunder will be in writing and ad i ss to the
Party and address stated belogasDerwise
other
address as the Party may desrom time to
time by written notice. Except
expressly provided in thisr ment, notices
hereunder will be deer giv and effective: (i)
IT personany aeuverea, n euvery; tui it sent
10.5. Nonsolicitation. During the term of this by overnight rapid-d06service with tracking
Agreement and for a period of one (1) year capabilities, uponpil(iii) if sentfacsimile
following its expiration or termination, neither or electronic mail,ch time as t �rty that
Party will actively solicit, employ or otherwise sent the notic s confirm t receipt
engage any of the other Party's partners, "' y the appli a ethod of tra I; or (iv) if
principals or employees, including former sent by c . " d ` " registere " tates mail,
partners, principals or employees, who were upon r e
involved in providing or receiving Services un r
a Statement of Work. In the event that e Nod o Client will, " the address
Party breaches this provision, the breac proviAd in the Epp e't Letter, Master
Party agrees to pay to the aggrieved Party i hin ices Agree nt, pplicable Statement of
thirty (30) days after demand an amount equal W.
to the greater of $50,000 or 100 percent of the
annual base salary of any such partner, principal tice to R, w 1 be sent to Office of the
or employee. For avoidance of doubt, the General n RSM US LLP, 200 South
foregoing does not prohibit either Party from Wac Driv ;`Suite 3900, Chicago, IL 60606.
employing individuals who (i) were not involy,
in a Statement of Work or (ii) who apply fo 10. overnin Law. This Agreement will be
positions in response to public postings d and construed in accordance with the
employment advertisements or other f the state of Illinois, without regard to the
solicitations of employment not targ d _�. t such nflicts of laws or principles thereof and
individuals, whether such applcae during licable US federal law. Any and all disputes,
or after the term of this Agreem ` claims or litigation arising from or related in any
10.6. No Agency. RSM n depende -
contractor. Neither Party'ga Vers, principals
nor employees will be cdered employees of
the other Party for a ose. Nothing in this
Agreement shal e.. rued to create the
relationship of p
Ip
and agent, employer and
employee, partners r joint venturers between
RSM and Client, and neither Party has the
authority to bind the other Party to any third
party.
way to this Agreement or any provisions herein
will be resolved exclusively in the state and
federal courts located therein. The Parties
hereby waive any objections against and
expressly agree to submit to the personal
jurisdiction and venue of such state or federal
courts.
10.10. Time to Bring Claims. No claim or
action by either Party, regardless of whether the
claim is in contract, in tort, at law or in equity,
arising out of or relating to any matter under this
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 17 of 18
Agreement may be brought by either Party more executed in one or more counterparts, each of
than 24 months after the Party first knows or has which will be deemed to be an original, but all of
reason to know that the claim or cause of action which taken together will constitute one and the
has accrued, but in no event more than 36 same instrument. Signatures to this Agreement
months following the completion of the Services transmitted by facsimile, electronic mail in
under the applicable Statement of Work. This portable document format form (".pdf
Section 10.10 may shorten, but in no event will it other electronic means intended to p t e
extend, any period of limitation on actions original graphic and pictorial appea c f a
otherwise provided by applicable law. document, will have the same physical
delivery of the paper documen' ear g the
10.11. Legal Action Requiring Disclosure. In original signature and shall be efred an
the event RSM is requested or authorized by original signature. If any pr. ' ' 'on of this
Client or is required by regulation, law, Agreement is found tc b. v ; by any court or
subpoena or other legal process to produce its arbitrator having compe 'urisdiction, the
documents or its personnel as witnesses with invalidity of such pro.,' mill not affect the
respect to its Services for Client, Client will, so validity of the rem rovisions.
long as RSM is not a Party to the proceeding in ,
which the information is sought, reimburse RSM11. Equal unity Em of
for its professional time and expenses, including rotected s and Indiv with
the reasonable fees and expenses of counsel, Disabiliti
2011*
incurred in responding to such requests.
�A. Th E hereto sha a by the
10.12. Entire Agreement; Amend meV7Tt'
�rec�ments of 4 =1.4(a), 60-300.5(a)
Agreement constitutes the entire agreand 6 741.5(a). r gulations prohibit
between the Parties and supersedes altpvimination ain t qualified individuals
agreements and understandings, whether aced on theirs as protected veterans
written or oral, relating to the subject matter of o� individu5,Ehor,
h disabilities, and prohibit
this Agreement. This Agreement may be discrimin ainst all individuals based
amended or modified only by a written on their religion, sex, gender
instrument executed by both Parties. iden 't se al orientation, or national
origi a eover, these regulations require
10.13 Miscellaneous. No delay or omissi tha co .ered prime contractors and
by either Party in exercising any right u qY ractors take affirmative action to
Agreement will operate as a waiver e r oy and advance in employment qualified
any other right. A waiver or consent we by 1viduals without regard to race, color,
either Party on any one occasn e' Bion, sex, gender identity, sexual
effective only in that instance a will of be orientation, national origin, protected veteran
construed as a bar or waiv o ?right on , y status or disability.
other occasion. This Agree nt' ` ay be
Erica Paschal
Finance Director
City of Miami, Florida
April X, 2020
Page 18 of 18
EXHIBIT A
ACKNOWLEDGEMENT AND RELEASE LETTER
[to be placed on third -party recipient's letterhead]
(SPECIMEN ONLY— DO NOT EXECUTE)
[Date]
[Client Name and Address]
Dear [Client Representative]:
[Client Complete Legal Name] ("Company") has informed [third -party recipient] (" Re ,t") that RSM US
LLP ("RSM") has performed certain consulting and professional services for Com y 7 -connection with
the [engagement letter between Company and RSM dated 20 (th gement Letter")]
[Statement of Work between Company and RSM dated 126 the of Work")].
Recipient understands that any advice, recommendations, information, rep►ok prdu
(collectively, the "Work") provided to Company by RSM in connection withoglagremeont r]
[Statement of Work] was performed exclusively fo pany's sole be nd use, and he
benefit or use of Recipient or any other third party:,
Company has requested that RSM provide Raccess to [ P I Y — report ing papers] that
were developed by RSM in connection wit t UVork. Recip'A ": wledges th t Work was
prepared at the direction of Company a m t include a ocedures or f n deemed
necessary for the purposes of Recipient, d , at certain f pdin and in ""� at ' may have been
communicated to Company that are not refl cted in any t le Work pr "de .o Company. Recipient
further acknowledges that RSM makes no representatCb to the sufficie accuracy, completeness
or appropriateness of the Work for Recipient's purpose
In consideration of Company allowing Recipient � to the Wo ; if requested by Recipient and
approved by Company, discussing the Work frit cipient, R 'pient agrees that it does not acquire any
rights as a result of such access that it wou d " t therwise h and acknowledges that RSM does
not assume any duties or obligations to e�ifsi, nt in connects n with such access. Recipient further
agrees that it will not disclose or make availabl other parties, except to the extent
required by law, regulation, subpoeno .� er legal p�
Recipient agrees to release, irie and hold h le M and its affiliates and their respective
partners, principals, officers,. it or employees,. actors and representatives from and against any
and all claims, actions, Iia ii ie mages,�the2reements
sts or expenses (including reasonable attorneys'
fees) incurred or suffered b serted ag as a result of Company permitting Recipient
access to the Work c R cipie 's breach of herein. Further, Recipient agrees that RSM
is an intended third -pa, eneficiary to this release letter, and that RSM will have a direct right of action
to enforce the terms n onditions of this release letter against Recipient.
RECIPIENT:
By: (SPECIMEN ONLY—DO NOT EXECUTE) Date:
[Name, Title]
RSM
sm
RSM
-s- -a y
Key wo kst 0 -ams .quHredi to �M:)__..ment GASB 81 %A %A M Meee
ana-
Iden y high-
I a-- _f
ent
Create a- ata
Devel p new
Wat-
Prepare cavc.. -ons
inventory-
mmement
aDstract- on
contro
ad --stments-
D eve I
-op a
Known.ease
tec=!O:gy
ana- configure
L
strategy t 0
L
process
required
Dro-e6t
ate.. as
solut on im
the chosen
detave a
proced- -res-
trans
-tn -t-on to the
w -
management
eases
I requi-rements
technology
ease a --ata -nto
worKf s
a n all low
n ew Ma n all a ral -
to
emDedded
so.. -t -on
tec hnolvogy
req - - rea-_ to
-on of memos
-DreiDarat-
-M.D.ementtne
w hi her
t n ot
so -Hut -on
-th 1
confirm w -
--ch as povicies-
new standard
contracts
(3- ASB 87
-t
trans-
to memo etc-
Sco,-.%e of an the assessment may
-n
E02 t goa-s
-eases
Known -
- Assess eAsfi e V to'es of -
po
-
e - a v ch
Assess s ans fo-ootenfie
a
embedicleal eases (and/or i lentify contracts
I
e
ON
M re q her ana vs.
that M! -1
H.sh h hJ=e, �el - q- ur men
tai__ v I -e e ts anale fifiv
ogy s -ons
-ootentma- tec-nno- o t M
ro-ec -an
on p
Deve o -o f t
nat--t -0
ta l -on
cessf adl o-otm
cleed ste-os fo s Il c
-ca--y
-res
MIA -on -proced.
ementat typ-
-nc-.ae=
l -on
so- - g
Tedhno t M
e
stalb s eta.= ments.
Conchlict venclo clemonst afions
mp
-on ement denfified sofi
Compile =ease envy entory anal -oerfo-m
I -
data albst actwon
ID -
fi-ons,
re -pa e nancial statements. ca -_c -.,.---atm
and -t- -on
sl.- =Do. wng cloclmentatm