HomeMy WebLinkAboutWIPFLI Engagement Letter
March 6, 2023
Board of Trustees
Idaho Falls School District #91
690 John Adams Parkway
Idaho Falls, ID 83401
Dear Board Members:
We are pleased to serve as the independent auditors for Idaho Falls School District #91 (“Client”) for the year
ended June 30, 2023. This letter, together with the attached Terms and Conditions – Attest Engagements,
confirms the terms of our engagement and is collectively referred to herein as the “Letter” or the “Engagement
Letter.”
Fees
Our fees for this engagement will be billed as work progresses, and progress billings may be submitted. Based
upon our discussions with representatives of Client, the fee for this engagement will be $ 51,600 for the financial
statement audit, and $5,000 for the first major program required for compliance under the Uniform Guidance
standards. For each additional major program, Wipfli will charge $4,500 per program. In addition, expenses for
items such as travel, telephone, postage, clerical time, printing, and reproduction of financial statements are
billed for reimbursement as incurred. Our fee has been determined based on our understanding obtained
through discussions with you regarding your preparation for the engagement and your current business
operations. To the extent we encounter circumstances outside of our expectations that warrant additional
procedures and time, we will communicate that fact and advise you of options and the additional fees necessary
to complete the engagement. We expect payment of our billings within 30 days after submission.
In addition, Wipfli will be adding fees of $1,000 for the implementation of the Government Auditing Standards
Board (GASB) standard 96, SBITAs. This additional fee will cover the additional audit analysis and reporting
requirements necessary in relation to your implementation of this standard. This fee does not cover calculation
assistance. If you need assistance with reviewing technology agreements and the calculations associated with
your agreements, we can discuss this separately.
Our fees for the services described below are based upon the value of the services performed and the time
required by the individuals assigned to the engagement. Our fee estimate and completion of our work are based
upon the following criteria:
1. Anticipated cooperation from Client personnel
2. Timely responses to our inquiries
3. Timely completion and delivery of client assistance requests
4. Timely communication of all significant accounting and financial reporting matters
5. The assumption that unexpected circumstances will not be encountered during the engagement
If any of the aforementioned criteria are not met, then the fees may increase. Interim billings will be submitted
as work progresses and as expenses are incurred.
1220 Whitewater Drive 208 523 5953
Idaho Falls, ID 83402-4959 wipfli.com
Idaho Falls School District #91
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March 6, 2023
Audit Scope and Objectives
We will audit Client’s financial statements and the disclosures, which collectively comprise the basic financial
statements, of the governmental activities, each major fund, and aggregate remaining fund information of Client.
Accounting standards generally accepted in the United States of America (“GAAP”) provide for certain required
supplementary information (“RSI”), such as management’s discussion and analysis (“MD&A”), to supplement
Client’s basic financial statements. Such information, although not a part of the basic financial statements, is
required by the Governmental 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 Client’s RSI in accordance with
auditing standards generally accepted in the United States of America (“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 information 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 GAAP and will be
subjected to certain limited procedures, but will not be audited:
1. Management’s Discussion and Analysis
2. Budgetary Comparison Information
3. Schedules for OPEB Liability and Related Ratios
4. Schedule of Employer’s Share of Net Pension OPEB Asset - PERSI Sick Leave Plan and Employer
Contributions
5. Schedule of Employer's Share of Net Pension Liability (Asset) and Employer Contributions
We have also been engaged to report on supplementary information other than RSI that accompanies Client’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 information directly to the underlying accounting and other records used to prepare the
financial statements or to the financial statements themselves, and other additional procedures in accordance
with GAAS, and will provide an opinion on it in relation to the financial statements as a whole:
1. The Combining and Individual Non-Major Fund Financial Statements
2. Schedule of Expenditures of Federal Awards
The objectives of our audit are to obtain reasonable assurance as to whether Client’s financial statements as a
whole are free from material misstatement, whether due to fraud or error; issue an auditor’s report that includes
our opinion about whether Client’s 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 of this section, when considered in relation to the financial statements as a whole. Reasonable
assurance is a high level of assurance, but is not absolute assurance and, therefore, is not a guarantee that an
audit conducted in accordance with GAAS 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 could influence the judgment of a reasonable
user made based on the financial statements.
Idaho Falls School District #91
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March 6, 2023
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 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”).
The Government Auditing Standards report on internal control 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 Uniform Guidance.
Both reports will state that the report is not suitable for any other purpose.
Auditor’s Responsibilities for the Audit of the Financial Statements
We will conduct our audit in accordance with GAAS, 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. As part of an audit in accordance with GAAS, we exercise professional
judgment and maintain professional skepticism throughout the audit.
An audit includes an evaluation of the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as an evaluation of the overall presentation of the
financial statements, including the disclosures, to assess whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation. To express an opinion, we are
required to 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 of laws or governmental regulations that are attributable 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 does not expect auditors to provide reasonable assurance of
detecting waste or abuse.
Idaho Falls School District #91
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March 6, 2023
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 may not be detected by us, even though the audit is properly planned and performed in
accordance with GAAS 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. However, we will inform the appropriate level of management of any
material errors, fraudulent financial reporting, or misappropriation of assets that come to our attention. We will
also inform the appropriate level of management of any violations of laws or government regulations that come
to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by
our audit and does not extend to any later periods for which we are not engaged as auditors.
In performing our audit, we will consider and conclude whether, based on the audit evidence obtained, there are
conditions or events, considered in the aggregate, which raise substantial doubt about the government’s ability
to continue as a going concern for a reasonable period of time.
Our procedures will include tests of documentary evidence supporting the transactions recorded in the
accounts and may include tests of the physical existence of inventories, and direct confirmation of cash,
receivables, loan balances, and certain assets and liabilities by correspondence with selected customers, funding
sources, creditors, and financial institutions. We may also request written representations from your attorneys
as part of the engagement, and they may submit an invoice for responding to this inquiry.
Audit Procedures – Internal Control
In the conduct of our audit, we will obtain an understanding of the government and its environment, including
internal control relevant to the audit, 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 opinions. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal control.
Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to
preventing and detecting errors and fraud that are material to the financial statements and to preventing and
detecting misstatements resulting from illegal acts and other noncompliance matters 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 pursuant to Government Auditing Standards.
An audit is not designed to provide assurance on internal control or to identify deficiencies in internal control.
Accordingly, we will express no such opinion. However, during the audit, we will communicate to management
and those charged with governance internal control-related matters that are required to be communicated
under professional standards.
Idaho Falls School District #91
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March 6, 2023
Audit Procedures – Compliance
As part of obtaining reasonable assurance about whether the financial statements are free of material
misstatement, we will perform tests of Client’s compliance with the provisions of applicable laws, regulations,
contracts, and agreements, including grant agreements. However, the objective of our audit will not 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.
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 requirements applicable to each major federal awards 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.
The Uniform Guidance require 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 programs. Our procedures will consist of tests of transactions and other applicable
procedures described in the OMB Compliance Supplement for the types of compliance requirements that could
have a direct and material effect on each of Client’s major programs. The purpose of these procedures will be to
express an opinion on Client’s compliance with requirements applicable to each of its major programs in our
report on compliance issued pursuant to the Uniform Guidance.
Responsibilities of Management for the Financial Statements
Our audit will be conducted on the basis that management acknowledges and understands its responsibility for
(1) designing, implementing, and maintaining internal controls, including internal controls over federal awards,
relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error, including monitoring ongoing activities to help ensure that
appropriate goals and objectives are met; (2) following laws and 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, regulations,
contracts, and grant agreements. Management is also responsible for the selection and application of
accounting principles; and for the preparation and fair presentation of the financial statements, schedule of
expenditures of federal awards, in conformity with GAAP, and for compliance with applicable laws and
regulations and the provisions of contracts and grant agreements. Management’s 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.
Idaho Falls School District #91
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Management is also responsible for making available to us drafts of financial statements, all financial records, and
related information and for the accuracy and completeness of that information (including information from
outside of the general and subsidiary ledgers). Management is also responsible for providing us with (1) access to
all information of which it is 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 personnel, accounts, books, records, supporting
documentation, and other information as needed to perform an audit under the Uniform Guidance; (3) additional
information that we may request 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 audit, we
will require certain written representations from management about the financial statements and related
matters.
Management is responsible for adjusting the financial statements to correct material misstatements and for
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 are immaterial,
both individually and in the aggregate, to the financial statements taken as a whole.
Management is responsible for the design and implementation of programs and controls to prevent and detect
fraud and for informing us about all known or suspected fraud affecting the government involving
(1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud
could have a material effect on the financial statements. Management is also responsible for informing us of its
knowledge of any allegations of fraud or suspected fraud affecting the government received in communications
from employees, former employees, grantors, regulators, or others. In addition, management is responsible for
identifying and ensuring that the government complies with applicable laws and regulations, contracts, and
grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and
noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report.
Additionally, as required by the Uniform Guidance, it is management’s responsibility to evaluate 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. The summary schedule of prior audit findings should
be available for our review.
You are responsible for identifying all federal awards received and understanding and complying with the
compliance requirements and for the preparation of the schedule of expenditures of federal awards (including
notes and noncash assistance received) in conformity with the Uniform Guidance. You agree to include our
report on the schedule of expenditures 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 make the audited financial
statements readily available to intended users of the schedule of expenditures of federal awards no later than the
date the schedule of expenditures of federal awards is issued with our report thereon.
Idaho Falls School District #91
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March 6, 2023
Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible
for presentation of the schedule of expenditures of federal awards 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 the Uniform Guidance; (3) the methods of measurement or presentation have not changed from
those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed
to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule
of expenditures of federal awards.
Management is responsible for the preparation of the supplementary information in conformity with GAAP.
Management agrees to include our report on the supplementary information in any document that contains, and
indicates that we have reported on, the supplementary information. Management also agrees to make the
audited financial statements readily available to users of the supplementary information no later than the date
the supplementary information is issued with our report thereon. Management’s responsibilities include
acknowledging to us in the 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 the prior period (or, if they have changed, the reasons for
such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the
measurement or presentation of the supplementary information.
We cannot perform management functions or make management decisions on behalf of Client. However, we
may provide advice and recommendations to assist management in performing its functions and fulfilling its
responsibilities. We may advise management about appropriate accounting principles and their application, but
the responsibility for the financial statements remains with management.
Reporting
We will issue written reports, as listed in the following paragraph, upon completion of our audit of Client’s
financial statements. Our reports will be addressed to the Board of Trustees. Circumstances may arise in which
our report may differ from its expected form and content based on the results of our audit. Depending on the
nature of these circumstances, it may be necessary for us to modify our opinions, add a separate section, or add
an emphasis-of-matter or other-matter paragraph to our auditor’s report or, if necessary, withdraw from this
engagement. If our opinions are 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 opinions, we may
decline to express opinions or withdraw from this engagement.
We expect to issue the following reports:
A report on the financial statements including an opinion as to whether the schedule of expenditures of
federal awards is presented fairly, in all material respects, in relation to the financial statements taken as
a whole.
A report on internal control over financial reporting and compliance based on an audit of financial
statements performed in accordance with the standards applicable to financial audits contained in
Government Auditing Standards.
Idaho Falls School District #91
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March 6, 2023
A report on compliance with requirements applicable to each major program and report on internal
control over compliance in accordance with the Uniform Guidance.
A schedule of findings and questioned costs.
If Client intends to reproduce or publish these financial statements or any portion thereof, whether in paper or
electronic form, subsequent to anticipated year-end filings, and make reference to our firm name in connection
therewith, management agrees to provide us with proofs in sufficient time for our review and written approval
before printing. If in our professional judgment the circumstances require, we may withhold our approval.
Client agrees to compensate Wipfli for the time associated with such review.
Client acknowledges and agrees that any advice, recommendations, information, or work product provided to
Client by Wipfli in connection with this engagement is for the sole use of Client and may not be relied upon by
any third party. Wipfli has no liability or responsibility to any third parties as a result of this engagement.
Management Assistance
Assistance to be supplied by Client personnel, including the preparation of schedules and analysis of accounts,
will be discussed with Angela Pendlebury, Comptroller. Timely completion of this work will facilitate the
completion of our engagement.
Engagement Administration
Kimberly Dare will be your audit engagement partner.
Professional and certain regulatory standards require us to be independent in both fact and appearance. Any
discussions that you have with Wipfli personnel regarding employment could pose a threat to our
independence. Therefore, we request that you inform us immediately prior to any such discussions so that we
can implement appropriate safeguards to maintain our independence.
Other Services
We may prepare a draft of your financial statements and related notes. In accordance with Government Auditing
Standards , Management will be required to review and approve those financial statements prior to their
issuance and have a responsibility to be in a position in fact and appearance to make an informed judgment on
those financial statements. Further, you are required to designate a qualified management-level individual to be
responsible and accountable for overseeing our services.
From information you will provide, we will prepare the updates for GASB 87 lease schedules for the year ended
June 30, 2023. This will include a base cost of $750 for software updates plus time and materials for any
additional leases that need to be added.
Management agrees to assume all management responsibilities for these services; oversee the services by
designating an individual, preferably from senior management, with suitable skill, knowledge, or experience;
evaluate the adequacy and results of the services; and accept responsibility for them.
Idaho Falls School District #91
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Annual Information Filings
Our engagement will include the preparation of the federal data collection form. The full and timely completion
of requested client assistance and provision of any adjusting entries known by you are critical in meeting the
prescribed due dates for these forms. Penalties may be imposed if the filing deadlines are not met. If during the
course of our engagement we become aware of additional state filing requirements, we will prepare those filings.
Preparation of any additional filings and reports and accounting assistance as directed by management are not
part of the fees for this engagement and will be billed at our standard hourly rates.
You are responsible for making all management decisions and performing all management functions and for
designating an individual with suitable skill, knowledge, and/or experience, preferably within senior
management, to oversee these services. You are responsible for evaluating the adequacy and results of the
services performed and accepting responsibility for the results. You are also responsible for establishing and
maintaining internal controls, including monitoring ongoing activities.
Conclusion and Approval to Proceed
If the terms above of this Engagement Letter are acceptable to you and the services outlined are in accordance
with your requirements, please return a signed copy of this Letter to us.
We look forward to our continued association with you and your staff and appreciate the opportunity to serve
you. Please do not hesitate to call us if you have any questions about the work we are to perform or any other
aspect of the services we can provide.
Wipfli LLP
ACCEPTED: IDAHO FALLS SCHOOL DISTRICT #91
By:
(Print Name and Title)
Date:
sea
Enc.
Hillary Radcliffe D91 Board Chair
04/13/2023
Wipfli LLP
Professional Services Terms and Conditions – Attest Engagements
Wipfli LLP Page 1
Professional Services Terms and Conditions – Attest Engagements Updated 12/13/2021
1. Entire Agreement
These Terms and Conditions, together with the engagement letter
(“Engagement Letter”) to which these Terms and Conditions are
attached, and the Engagement Letter’s other appendixes and
applicable Change Orders, if any, constitute the entire agreement
between the parties on the subject matter thereof and supersede
and merge all prior proposals (including prior proposals of Wipfli
regarding the engagement), understandings, and agreements (oral
or written) between the parties relating to the subject matter,
including, without limitation, the terms of any request for proposal
issued to Client or the standard printed terms on any purchase
order issued by Client and any non-disclosure or confidentiality
agreement between Wipfli and Client dated prior to the date of the
Engagement Letter. No modification, amendment, supplement to,
or waiver of these Terms and Conditions or Engagement Letter
shall be binding upon the parties unless made in writing and duly
signed by both parties. To the greatest extent reasonably possible,
the provisions of the Engagement Letter, its Appendixes (including
these Terms and Conditions), Implementation Plan, Change
Orders, and any other exhibit, attachment, schedule, or other
document referenced in or by the Engagement Letter shall be read
together and harmonized to give effect to the parties’ intent. In
the event of a direct conflict among the express provisions of the
foregoing, the Engagement Letter shall be given controlling effect.
No provision of these terms and conditions will apply to any attest
services that may be performed by Wipfli for Client if such
provision would impair Wipfli’s independence from Client
requiring pursuant to applicable professional standards, such
services being governed exclusively by the Engagement Letters
issued with respect thereto. Wipfli may be referred to herein as
“we” or “us” or in a similar manner, and Client may be referred to
as “you” or in a similar manner, and such references shall be read
in context.
2. Commencement and Term
The Engagement Letter shall become effective when signed by
duly authorized representatives of both parties and shall remain in
full force and effect until the services to be delivered under the
Engagement Letter are complete (as reasonably determined by
Wipfli) unless earlier terminated by either party as provided in the
Engagement Letter or these Terms and Conditions. Each person
executing an Engagement Letter on behalf of a party represents
and warrants to the other that he or she has all power and
authority to bind the party on whose behalf he or she is executing
same.
3. Termination of Agreement
The Engagement Letter may be terminated as follows: (i) by either
party immediately upon written notice to the other if either party
hereto becomes the subject of voluntary or involuntary bankruptcy
or other insolvency proceeding, (ii) by Wipfli or Client if either
party defaults in the performance of any of its covenants and
agreements set forth in the Engagement Letter or Change Order
(except when such default is due to a cause beyond the control of
the party) and such default is not cured within thirty (30) days after
notice from either party specifying the nature of such default, and
(iii) by Wipfli or Client with or without cause upon providing thirty
(30) days written notice. Termination of the Engagement Letter
shall have no effect on either party’s obligation to pay any amount
due and owing with respect to such periods prior to the effective
date of such termination.
Wipfli has the right to withdraw from this engagement with
immediate effect if Client does not provide us with the information
we request in a timely manner, refuses to cooperate with our
reasonable requests, or misrepresents any facts. Our withdrawal
will release us from any obligation to complete the engagement
and will constitute completion of our engagement. Client agrees
to compensate us for our time and out-of-pocket expenses
through the date of our withdrawal.
4. Fee Estimates and Change Orders
Wipfli’s Engagement Letter may set forth certain ranges for Wipfli’s
fees charged on any project or services. Wipfli provides fee
estimates as an accommodation to Client. These estimates depend
on certain assumptions, including: (a) anticipated cooperation from
Client personnel, (b) timely responses to our inquiries, (c) timely
completion and delivery of Client assistance requests, (d) timely
communication of all significant accounting and financial reporting
matters, (e) the assumption that unexpected circumstances will
not be encountered during the engagement, and (f) where
applicable, the assumption that Client’s hardware
platform/computer system will, at the commencement of the
services, be fully operable as intended and designed, functioning as
necessary and available to Wipfli without material restriction for
the duration of the services. Unless otherwise indicated in the
Engagement Letter, fee estimates shall not be construed as or
deemed to be a minimum or maximum fee quotation. Although
Wipfli reasonably believes suggested fee ranges are accurate,
Wipfli’s actual fees may vary from its fee estimates.
Services that fall outside the agreed-upon scope of Wipfli’s
engagement shall be covered by a Change Order, or, if the nature
and amount of such services are not material to the overall
engagement, shall be delineated and included on Wipfli’s invoice
for such services. A “Change Order” means a mutually agreed-
upon change in the schedule or the time for Wipfli’s performance
of the services on a project, the scope of specifications of a project,
and/or the fees chargeable by Wipfli to Client, which is reduced to
writing using an agreed-upon form that is executed by an
authorized representative of each for Wipfli and Client.
Unless otherwise agreed in the Engagement Letter, miscellaneous
expenses incurred by Wipfli in the course of performing the
service will be charged in addition to Wipfli’s professional fees.
Miscellaneous expenses may include, but are not limited to: travel,
lodging, transportation, and meals for projects requiring travel;
clerical processing; telecommunications charges; technology fees;
delivery expenses; and all sales, use, ad valorem, excise, or other
taxes or other governmental charges.
5. Payment of Fees
Unless otherwise agreed, all invoices are due and payable within
thirty (30) days of the invoice date. All business or commercial
accounts will be charged interest at the lesser of one percent (1%)
per month or the maximum rate permitted by law, except where
prohibited by law, on Client’s balance due to Wipfli that is
outstanding over thirty (30) days. At our discretion, services may
be suspended if Client’s account becomes overdue and will not be
resumed until Client’s account is paid in full. Client acknowledges
and agrees that we are not required to continue services in the
event of a failure to pay on a timely basis for services rendered as
required. Client further acknowledges and agrees that in the event
Wipfli stops services or withdraws from this engagement as a
result of Client’s failure to pay on a timely basis for services
rendered as required by this Engagement Letter, Wipfli shall not be
liable to Client for any damages that occur whether direct or
indirect, foreseen or unforeseen, and whether or not the parties
have been advised of the possibility of such damages.
In the event Wipfli is required to respond to a subpoena, court
order, government regulatory inquiries, or other legal process
related to Client or its management (other than a matter in which
Wipfli is named as a party) for the production of documents
and/or testimony relative to information we obtained and/or
prepared during the course of this or any prior engagements,
Client agrees to compensate us for all time we expend in
connection with such response, at our regular rates, and to
reimburse us for all related out-of-pocket costs, including
attorney’s fees, that we incur. Any services under this paragraph
will be deemed a separate engagement and, to the extent
permitted by law and applicable professional standards, we will
promptly notify you of the matter.
Wipfli LLP
Professional Services Terms and Conditions – Attest Engagements
Wipfli LLP Page 2
Professional Services Terms and Conditions – Attest Engagements Updated 12/13/2021
6. Privacy and Engagement Staffing
Wipfli expressly reserves the right to replace, in its sole discretion,
any of our professional project team members, as necessary, to
provide quality and timely service to Client. From time to time,
and depending upon circumstances, Wipfli may use third-party
service providers, such as independent contractors, specialists, or
vendors to assist us in providing professional services, including
tax services. These parties and their personnel may be located
within or outside the United States. We may also use personnel
from affiliates of Wipfli and other Wipfli-related entities (including
our wholly-owned subsidiary based in India and contractors in the
Philippines) or any of their respective affiliates. In addition, Wipfli
may utilize third-party service providers, including cloud-based
service providers, who may collect, use, transfer, transmit, store,
or otherwise process Client information in connection with the
delivery of certain services. Wipfli is committed to maintaining the
confidentiality and security of Client’s information, and
accordingly, Wipfli maintains policies, procedures and safeguards
to protect the confidentiality of Client information. In addition,
our agreements with all service providers appropriately maintain
and protect the confidentiality of Client information, provided we
may use electronic media to transmit Client information and such
use in itself will not constitute a breach of any confidentiality
obligation. We remain responsible to Client for the supervision of
all service providers, entities, and personnel who assist us in
rendering professional services hereunder and for protecting the
confidentiality of Client information. Client hereby consents and
authorizes us to disclose Client information to the foregoing
entities and parties for the purpose of providing professional
services, including tax services, to Client.
Wipfli is committed to protecting personal information that can be
linked to specific individuals, including health information
(“Personal Data”) and will maintain such Personal Data in
confidence in accordance with professional standards and
governing laws. Client will not provide any Personal Data to Wipfli
unless necessary to perform professional services described in the
Engagement Letter. When providing any Personal Data to us,
Client will comply with all applicable laws (both foreign and
domestic) and will anonymize, mask, obfuscate, and/or de-
identify, if reasonably possible, all Personal Data that is not
necessary to perform the professional services described in the
Engagement Letter. Any Personal Data provided to us by Client
will be kept confidential and not disclosed to any third party not
described above (parties providing us assistance in rendering
professional services) unless expressly permitted by Client or
required by law, regulation, legal process, or to comply with
professional standards applicable to Wipfli. Client is responsible
for obtaining, pursuant to law or regulation, consents from parties
that provided Client with their personal information, which will be
obtained, used, and disclosed by Wipfli for its required purposes,
and Wipfli may rely on the representation that Client has obtained
such consents.
Please see Wipfli’s Privacy Statement located at
www.wipfli.com/privacy-statement for further information.
Applicable rules in some states require that we advise you that
some persons who own an interest in Wipfli may not be licensed as
Certified Public Accountants and may provide services related to
this engagement.
7. Intellectual Property Rights
Client acknowledges that Wipfli owns all intellectual property
rights, title, and interest to all materials and information produced
or developed by Wipfli throughout the duration of this
engagement, excluding any pre-existing ownership right of Client
and without implying any ownership interest in any Client
materials, data or other information, all of which shall remain the
property of Client. Upon completion of the services contemplated
by the Engagement Letter, Wipfli grants to Client a perpetual paid-
up license to use or modify, for internal purposes only, any
deliverable produced by Wipfli and actually delivered to Client,
provided that any use or modification of such deliverable, other
than for the stated purposes in the Engagement Letter, is not
authorized. In addition, Client shall not alter or remove any of
Wipfli’s trademarks, copyright registration marks, patent, or other
intellectual property notices applicable to any of Wipfli’s goods,
marketing material, or advertising media, and shall not in any way
alter any of Wipfli’s products. Client shall promptly notify Wipfli in
writing of any infringement of Wipfli’s intellectual property by
third parties of which Client becomes aware. Neither party shall
acquire any right, title, or interest in or to the other party's code,
data, business processes, or other information to which such party
may have access during the term of the engagement hereunder. All
such code, data, business process and other information shall be
solely and exclusively the property of the originating party.
8. Mutual Confidentiality
During the course of performing services, the parties may have
access to information that is confidential to one another, including,
without limitation, source code, documentation, specifications,
databases, system design, file layouts, tool combinations,
development methods, or business or financial affairs, which may
incorporate business methods, marketing strategies, pricing,
competitor information, product development strategies and
methods, customer lists, customer information, and financial
results (collectively “Confidential Information”). Confidential
Information may include information received from third parties,
both written and oral, that each party is obligated to treat as
confidential.
Confidential Information shall not include any information that (i)
is already known by the recipient party or its affiliates, free of any
obligation to keep it confidential, (ii) is or becomes publicly known
through no wrongful act of the receiving party or its affiliates, (iii)
is received by the receiving party from a third party without any
restriction on confidentiality, (iv) is independently developed by
the receiving party or its affiliates, (v) is disclosed to third parties
by the disclosing party without any obligation of confidentiality, or
(vi) is approved for release by prior written authorization of the
disclosing party.
Without the advance written consent of the other party, except as
required by law, regulation, or to comply with professional
standards applicable to a party or for the performance of the
services, neither party shall disclose to a third party Confidential
Information of the other party. Each party agrees to maintain at
least the same procedures regarding Confidential Information that
it maintains with respect to its own Confidential Information. Each
party may use the Confidential Information received from the
other party only in connection with fulfilling its obligations under
this Agreement. The parties further agree that expiration or
termination of this Agreement, for any reason, shall not relieve
either party, nor minimize their obligations with respect to
Confidential Information, as set forth herein.
9. Independent Contractor
The relationship between Wipfli and Client is solely and exclusively
that of independently contracting parties.
10. Non-Exclusivity
No right of exclusivity is granted, guaranteed, or implied by Wipfli
and Client entering into any engagement letter. Client
acknowledges that Wipfli regularly performs the same or similar
services as are being provided hereunder to third parties.
11. Dispute Resolution
If any dispute arises among the parties regarding the subject
matter hereof and such dispute cannot be resolved through
informal negotiations and discussion, the parties agree to try in
good faith to settle the dispute by mediation administered by the
American Arbitration Association under its applicable rules for
resolving professional accounting and related services disputes
before resorting to arbitration or litigation. Costs of any mediation
proceeding shall be shared equally by all parties. Except for an
action by us to collect payment of our invoices, Wipfli and Client
Wipfli LLP
Professional Services Terms and Conditions – Attest Engagements
Wipfli LLP Page 3
Professional Services Terms and Conditions – Attest Engagements Updated 12/13/2021
agree that no claim arising out of services rendered pursuant to
the Engagement Letter or any Change Order shall be filed: (i) in the
case of any report or deliverable issued by Wipfli under the
Engagement Letter, no later than two years from the date of such
report or deliverable (or if no report or deliverable is issued, two
years from the date of the Engagement Letter), or (ii) in the case of
any tax form or similar governmental filing, no later than two years
after the initial due date of such tax form or filing.
12. Governing Law
Any and all claims relating to agreements between Wipfli and
Client for any service shall be governed by and construed in
accordance with the internal laws of the state in which the Wipfli
office which issues the Engagement Letter related to the services
is located.
13. Severability
In the event that any term or provision of the Engagement Letter
or these Terms and Conditions shall be held to be invalid, void, or
unenforceable, then the remainder shall not be affected and each
remaining term or condition shall be valid and enforceable to the
fullest extent permitted by law.
14. Notices
All notices required to be given to either party under the
Engagement Letter shall be in writing and sent by traceable carrier
to each party’s address indicated on the Engagement Letter, or
such other address as a party may indicate by at least ten (10)
business days’ prior written notice to the other party. Notices shall
be effective upon receipt. A copy of such notice should be
provided to Wipfli’s General Counsel at wipfli-legal@wipfli.com.
15. Electronic Signature
Each party hereto agrees that any electronic signature of a party to
the Engagement Letter or any electronic signature to a document
contemplated hereby is intended to authenticate such writing and
shall be as valid, and have the same force and effect, as a manual
signature. Any such electronically signed document shall be
deemed (i) to be "written" or "in writing," (ii) to have been signed,
and (iii) to constitute a record established and maintained in the
ordinary course of business and an original written record when
printed from electronic files. Each party hereto also agrees that
electronic delivery of a signature to any such document (via email
or otherwise) shall be as effective as manual delivery of a manual
signature. For purposes hereof, “electronic signature” includes, but
is not limited to: (i) a scanned copy (as a "pdf" (portable document
format) or other replicating image) of a manual ink signature, (ii) an
electronic copy of a traditional signature affixed to a document, (iii)
a signature incorporated into a document utilizing touchscreen
capabilities, or (iv) a digital signature. Neither party shall contest
the admissibility of true and accurate copies of electronically
signed documents on the basis of the best evidence rule or as not
satisfying the business records exception to the hearsay rule.
16. Record Retention
We will retain records related to this engagement pursuant to our
record retention policy. At the end of the relevant time period, we
will destroy our records related to this engagement. However,
Client’s original records will be returned to Client upon the
completion of the engagement. When records are returned, it is
Client’s responsibility to retain and protect the records for possible
future use, including potential examination by governmental or
regulatory agencies.
17. Assignment
The Engagement Letter to which these Terms and Conditions are
attached shall be binding on the parties hereto and their respective
successors and assigns. Neither party may assign this Engagement
Letter without prior written consent of the other, except that
Wipfli may assign its rights and obligations under this Engagement
Letter without the approval of Client to an entity that acquires all
or substantially all of the assets of Wipfli or to any subsidiary or
affiliate or successor in a merger, acquisition, or change of control
of Wipfli; provided that in no event shall such assignment relieve
Wipfli of its obligations under this Engagement Letter.
18. Force Majeure
Either party may suspend (or if such suspension continues for
more than thirty (30) days, terminate) its obligations (except the
obligation to pay for services previously rendered) under the
Engagement Letter or any amendment or Change Order, if such
obligations are delayed, prevented, or rendered impractical or
impossible due to circumstances beyond its reasonable control,
including, without limitation, fires, floods, storms, washouts,
tsunamis, earthquakes, wars (declared or undeclared), civil
disturbances, accidents, terrorist acts (including biochemical
attacks), health pandemics, acts of any governmental body, damage
to its plants and equipment, computer network problems caused
by any Internet Service Provider or telecommunications company
servicing Wipfli and/or Client, or acts of God or events beyond a
party’s control (collectively referred to herein as “Force Majeure”).
Each party will use reasonable efforts to promptly minimize the
duration and consequences of any failure of or delay in
performance resulting from a Force Majeure event. In such event,
the affected party will not be liable to the other for delay or failure
to perform its obligations under this Engagement Letter.