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Ordinance No. 9,877ORDINANCE NO. 9877 • AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL, AUDITING SERVICES WITH SANDERSEN, KNOX & BELT, L.L.P.; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN THE AMOUNT OF FIFTY -SIX THOUSAND FIVE HUNDRED FORTY - FIVE AND NO /100 DOLLARS ($56,545.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute an Agreement for Professional Auditing Services with Sandersen, Knox & Belt L.L.P. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Sandersen, Knox & Belt, L.L.P, in an amount not to exceed FIFTY -SIX THOUSAND FIVE HUNDRED FORTY - FIVE AND NO /100 DOLLARS ($56,545.00) for professional services in accordance with the Agreement. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by TWENTY -FIVE THOUSAND AND NO 1100 DOLLARS ($25,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent (25 %). Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 91h day of September, 2004. CALVIN MUNDINGER, Mayor ATTEST: G RWYv f. SNUTH, City Clerk APPROVE•.G AS TO FORM: ACIO RAMIREZ, S , ity Attorney • \\Bdc2\litig3[ion\Karcn \Tilcs \City Council\ Ordinances\ AuditingServicesAgrcementordinance .doc • AGREEMENT FOR FINANCIAL AUDITING SERVICES STATE OF TEXAS COUNTY OF HARRIS WHEREAS, on the 23rd day of July, 2004, the City of Baytown, hereinafter referred to as the "City," received the proposal from Sandersen, Knox & Belt, L.L.P., a Texas corporation, hereinafter referred to as the "Company," for the performance of the audit of the general purpose financial statements of the City of Baytown, Texas, and related entities, for the fiscal years ending September 30, 2004, 2005, and 2006, hereinafter the "Agreement "; and WHEREAS, based upon such proposal, the Company and the City desire to enter into an agreement specifying the terms and conditions of such audits; and NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Parties hereto do hereby mutually agree as follows: Company's Obligations The Company shall diligently perform all services specified in its proposal for the financial audits of the City of Baytown, Texas, dated July 23, 2004, which proposal is attached hereto as Exhibit "A" and incorporated herein by this reference for all intents and purposes. These services shall be forthe fiscal years ending September 30, 2004, 2005, and 2006 and are expressly subject to the contingency specified in Article IX. It is expressly understood and agreed that should there be a conflict between the terms contained in Exhibit "A" and those contained in this Agreement, the terms of this Agreement shall control. ll. Fees The Company hereby commits to performing the financial auditing services required by the City's Director of Finance at the fees stated below for each audit: 2004 S 34,700 S 6,253 IS - $ - S 4,478 S 45,431 2005 S 36 088 S 6,503 j$ 5,1 15 S 5,999 S 4,657 S 58,362 2006 S 37,532 S 6.763 i S 5,320 IS 6,239 S 4,843 S 60,697 2007 S - S - i 1 S 5,532 S 6.489 S - S - 12,021 Totals IS 108,320 $ 192519 1$ 15,967 $ 18,727 S 13,978 $ 176,511 0 Agreement for Financial Auditing Services, Page 1 III. indemnity THE COMPANY AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR DAMAGE TO ANY PROPERTY, LOSS OF REVENUE, OR ANY OTHER INJURIES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PERFORMED BY THE COMPANY PURSUANT TO THIS AGREEMENT, THE CONDUCT OR MANAGEMENT OF THE COMPANY'S ACTIVITIES, OR FROM ANY ACT OR OMISSION BY THE COMPANY, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, WHERE SUCH DAMAGES, LOSSES OR INJURIES ARE CAUSED BY (1) THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER PERSON OR ENTITY OR (II) THE JOINT OR SOLE NEGLIGENCE OF THE COMPANY. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE COMPANY AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE COMPANY TO INDEMNIFY AND PROTECT THE CITY FROM (1) THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE AND /OR (I1) THE CONSEQUENCES OF THE COMPANY'S SOLE OR JOINT NEGLIGENCE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE CITY FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, LOSS OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. In the event that any action or proceeding is brought against the City by reason of any matter from which the City is indemnified herein, the Company further agrees and covenants to defend the action or proceeding by legal counsel acceptable to the City. This article shall survive the expiration or termination of this Agreement. IV. Payment The City shall pay the Company only for services actually performed and accepted. Such payment shall be within thirty (30) days after the City's receipt of an invoice for such services or upon receipt and acceptance of the services, whichever is later. Any payment terms provided for in Exhibit "A" are superseded by this Article, regardless of any conflict. • Agreement for Financial Auditing Services, Pa-e 2 • - -- - -- - - -- V. - - - - Release By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charger, or applicable state law. Nothing herein shall be. construed so as to limit or waive the City's sovereign immunity. The Company assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Company's work to be performed hereunder. This release shall apply with respect to the Company's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. VI. Insurance Throughout the term of this Agreement, the Company at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Company's services, whether such services be by the Company, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The Company's insurance coverage shall be primary insurance with respect to the City, its officers, agents and employees. Any insurance or self - insurance maintained by the City, its officials, agents and employees shall be considered in excess of the Company's insurance and shall not contribute to it. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following insurance shall be required under this Agreement and shall meet or exceed the minimum requirements set forth herein: Commercial General Liability • General Aggregate: $ 1,000,000 • Per Occurrence: $500,000 • Coverage shall be at least as broad as ISO CG 00 01 10 93 • No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. • Agreement for Financial Auditing Services, Page 3 2. . Business Automobile Policy ■ This coverage shall be required only if the company provides vehicles for its employees. • Combined Single Limits: S1,000,000 • Coverage for "Any Auto" Errors and Omissions • Limit 51,000,000 • Claims -made form is acceptable. Coverage will be in force for two years after services are completed and accepted by the City 4. Workers' Compensation • Statutory Limits • Employer's Liability $500,000 • Waiver of Subrogation required. Prior to any services being performed, the Company shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the City via certified mail, return receipt requested. The Company shall also file with the City valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: AM Best Rating of A -; VIl or better. i Insurance carriers licensed and admitted to do business in State of Texas will be accepted. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to any work being performed at the site. Liability policies must be on occurrence form. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies. Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any and /or all insurance coverage shall be furnished to City of Baytown's representative. • Agreement for Financial Auditing Services, Page 4 • Vll. No Assignment The Company shall not sell, assign, or transfer any of its rights or obligations under this Contract, in whole or in part, without prior written consent of the City. VIII. Tenmination The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement with or without cause upon ten (10) days' written notice from the City Manager to the Company of the City's election to do so. Furthermore, the City may immediately terminate this Agreement if the Company breaches the terms hereof. A breach of this Agreement shall include, but not be limited to, the following: failing to pay insurance premiums, claims or other charges; 2. failing to pay any payments due the City, State or Federal Government from the Company or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; the institution of voluntary or involuntary bankruptcy proceeding against the Company; 4. the dissolution of the Company; 5. the violation of any provision of this Agreement; and /or 6. the abandonment of the Agreement or any portion thereof and discontinuance of the Company's services or any portion thereof, as determined by the City Manager. Upon delivery of any notice of termination required herein, the Company shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, the Company shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. IX. Contingency it is expressly understood and agreed by both the Company and the City that this Agreement for fiscal years 2005 and 2006 are contingent upon funds being appropriated by the City Council of Aareennent for Financial Auditing Services, Pave 5 • the City of Baytown for financial auditing services. Should funds not be appropriated, this Agreement shall become null and void and both parties shall be relieved of any and all obligations hereunder without liability to the other party or to any other person or entity, with the exception of the liabilities assumed by the Company pursuant to Articles 111 and V hereof. X. Notice Unless otherwise provided in this Contract, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the Unites States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Contract, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for hereinbelow: CITY OF BAYTOWN Attn: City Manager P. 0. Box 424 Baytown, Texas 77522 -0424 SANDERSEN, KNOX & BELT, L.L.P. Attn: Robert Belt, CPA 730 N. Post Oak Road, Suite 202 Houston, TX 77024 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. X1. Non - waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. iAgreement for Financial Auditing Services, Page 6 • X11. Choice of Law and Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIII. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. X1V. No Third -Party Beneficiaries This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Company and the City only. XV. Entire Agreement This Agreement along with Exhibit "A," which includes the engagement letter dated July 23, 2004, contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. XV1. Ambiguity In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XVII. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party lie represents. 49 Agreement for Financial Auditing Services, Page 7 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all ofwhich shall constitute but one and the same agreement, this day of September, 2004. CITY OF BAYTOWN, TEXAS GARY JACKSON, City Manager ATTEST: GARY W. SMITH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney SANDERSEN, KNOX & BELT, L.L.P. ROBERT BELT, CPA Partner STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared Robert Belt, in his capacity as Partner of Sandersen, Knox & Belt, L.L.P., on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed._ SUBSCRIBED AND SWORN before me4t_st day of September, 20VI 11Bdc2\liti,;: pion lltiarrn\Files \Contracis \Audiiin Sen ices\Sandersen Bch "ox Audi jw' Se jy e� isAgreement for Financial Auditing Services, Page S Notary Public State of Texas My Commission Expires October 19, 2005 • Sandersen "& Belt. L' LP B e Cerbh'edPublic Accountanbc Engagement Letter July 23, 2004 Honorable Mayor City of Baytown, Texas 2123 Market Street Baytown, TX 77520 We are pleased to confirm our understanding of the services we are to provide the City of Baytown, Texas (the "City") for the years ended September 30; 2004, 2005, and 2006. We will audit the financial statements of the governmental activities; the business -type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the entity's basic financial statements, of the City as of and for the years ended September 30, 2004, 2005, and 2006. In addition, we will audit the Harris County Organized Crime and Narcotics Task Force (the "HCOCNTF ") for the grant years ended May 31, 2005, 2006, and 2007. Also, the document we submit to you will include the following additional information that will be subjected to the auditing procedures applied in our audit of the financial statements: Management's discussion and analysis. Schedule of expenditures of federal awards. As part of the audit we will prepare a draft of your financial statements and related notes. In accordance with Government Auditing Standards (revised), you 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. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your internet website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. 730 N. Post Oak Road, Suite 202 Houston, Texas 77024 (713) 263-1123 voice (713) 263 -1550 fax City of Baytown, Texas Page 2 of 6 40 Audit Obiectives The objective of our audit is the expression of an opinion as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the financial statements taken as a whole. The objective also includes reporting on: Internal control related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A -133, Audits of States, Local Governments, and Non - Profit Organizations. The reports on internal control and compliance will each include a statement that the report is intended for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal awarding agencies, and if applicable, pass - through entities and is not intended to be and should not be used by anyone other than these specified parties. Our audit will be conducted in accordance with U.S. generally accepted auditing standards; 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 OMB Circular A -133, and will include tests of accounting records, a determination of major program(s) in accordance with Circular A -133, and other procedures we consider necessary to enable us to express such an opinion and to render the required reports. If our opinion on the financial statements or the Single Audit compliance opinion is other than unqualified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. Management Responsibilities Management is responsible for establishing and maintaining internal control and for compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of internal control are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management's authorizations and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that federal award programs are managed in compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is responsible for making all financial records and related information available to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. We will advise you about appropriate accounting principles and their application and will assist in the preparation of your financial statements, including the schedule of expenditures of federal awards, but the responsibility for the financial statements remains with you. As part of our engagement, we may propose standard, adjusting, or correcting journal entries to your financial statements. You are responsible for reviewing the entries and understanding the nature of any proposed entries and the impact they have on the financial statements. That responsibility includes the establishment and maintenance of City of Baytown, Texas Page 3 of 6 • adequate records and effective internal control over financial reporting and compliance, the selection and application of accounting principles, and the safeguarding of assets. Management is responsible for adjusting the financial statements to correct material misstatements and for confirming to us in the 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. You are 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 (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your 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, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations. Additionally, as required by OMB Circular A -133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review prior to the beginning of our audit fieldwork. Audit Procedures — General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from errors, fraudulent financial reporting, misappropriation of assets, or violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. As required by the Single Audit Act Amendments of 1996 and OMB Circular A -133, our audit will include tests of transactions related to major federal award programs for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that comes to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. 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 receivables and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Audit Procedures — internal Controls is In planning and performing our audit, we will consider the internal control sufficient to plan the audit in order to determine the nature, timing, and extent of our auditing procedures for the purpose of expressing our opinions on the City's financial statements and on its compliance with requirements applicable to major programs. City of Baytown, Texas Page 4 of 6 ® We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will. assess control risk. 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. Tests of controls relative to the financial statements are required only if control risk is assessed below the maximum level. 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. As required by OMB Circular A -133, we will perform tests of controls 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 award 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 OMB Circular A -133. An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of the internal control that, in our judgment, could adversely affect the entity's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. We will also inform you of any nonreportable conditions or other matters involving internal control, if any, as required by Government Auditing Standards and OMB Circular A- 133. Audit Procedures -- Compliance Our audit will be conducted in accordance with the standards referred to in the section titled Audit Objectives. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures 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, OMB Circular A -133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Our procedures will consist of the applicable procedures described in the OMB Circular A -133 Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City`s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to OMB Circular A -133. Audit Administration. Fees. and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any invoices selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings. We will provide copies of our reports to the City; however, it is management's responsibility to submit the reporting package (including financial statements, schedule of City of Baytown, Texas Page 5 of 6 ® expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and a corrective action plan) along with the Data Collection Form to the designated federal clearinghouse and, if appropriate, to pass - through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. At the conclusion of the engagement; we will provide information to management as to where the reporting packages should be submitted and the number to submit. The audit documentation for this engagement is the property of Robert Belt and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to Oversight Agency for Audit or its designee, a federal agency providing direct or indirect funding, or the U.S. General Accounting Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Robert Belt. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement -will be retained for a minimum of three years after the date the auditors' report is issued or for any additional period requested by the Oversight Agency . If we are aware that a federal awarding agency, pass - through entity, or auditee is contesting an audit finding; we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation. Fees for our services are based on the actual time spent at our standard hourly rates, plus travel and other out -of- pocket costs such as report production, typing, postage, etc. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. The time estimates used to project our fees are based on anticipated cooperation from your personnel and management fulfilling its responsibility, as discussed previously. Our time budget for this engagement does not include addressing matters related to managements' responsibilities; such as modifications to the City's financial information, additional procedures related to alleged noncompliance with laves and regulations and similar improprieties, the City's lack of preparation for the audit, and similar matters. Such time requirements have not been included in the estimate and would be billed in addition to the fees quoted at our standard hourly rates and actual costs incurred, including legal consultations, if necessary. We will notify the appropriate party when such conditions are encountered, such as identifying schedules not prepared, out -of- balance accounts, alleged violations, etc. When possible, we will provide management with options for alleviating the condition. If it appears the item will not be addressed by the City, we may perform procedures to address incidental matters to facilitate timely completion of the audit. To the extent possible, we will obtain approval before performing additional work for matters considered significant to the original proposed fee. Due to the nature of our work, such approval may not always be possible, i.e., we may be legally compelled by subpoena or similar request to expend additional time and incur other expenses to handle matters arising from this engagement. • City of Baytown, Texas Page 6 of 6 ® As customary in the industry the price quoted is an estimate. In accordance with the rules of the State Board of Public Accountancy we cannot be bound to provide the audit for the amount estimated. However, in practice we honor our fee quotes unless adverse conditions such as those described above are encountered. The fee estimates for our services, are as follows: Year 1 I Year 2 ** 1 Year 3 ** Financial Audit S 34,700 S 36,088 S 37,532 Single Audit 6,253 6,503 6,763 BAWA 4;478 4;657 4.843 HCOCNTF 5,999 6,239 6,489 Six - month* 5,115 5.320 5;532 $ 56,544 S 58;806 $ 61.158 Our invoices for these fees will be rendered each month as work progresses and are payable within 30 days. In accordance with our Firm policies, work will be suspended if your account becomes 30 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all out -of- pocket costs through the date of termination. This agreement and the rights and responsibilities of this audit engagement are specifically assigned to Robert Belt, CPA. Government Auditing Standards require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our 2001 peer review accompanies this letter. Any client certified public accountant involved with assisting us shall not be prohibited from disclosure of information required to be made available by the standards of the public accounting profession in reporting on the examination of financial statements. Management understands and provides permission to staff certificate or registration holders as required under the Rules of Professional Conduct, Texas Administrative Code, Title 22, Part 22, Chapter 501, Subchapter C, Section 501.75. We appreciate the opportunity to be of service to the City and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. if you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Sincerely, 6 ce� 1, G� Robert Belt; CPA RESPONSE: This letter correctly sets forth the understanding of the Cite of Baytown, Texas. Gary Jackson; City Manager • • BUFFINGTON & COMPANY, P.C. CERTIFIED PUBLIC ACCOUNTANTS 770 SOUTH POST OAK LANE, SUITE 600 HOUSTON, TExAs 77056 (71 3) 961 -3939 FAx (71 3) 622-6158 November 20, 2001 To the Partners Sandersen, Knox & Belt, L.L.P. Sugar Land, Texas We have reviewed the system of quality control for the accounting and auditing practice of Sandersen, Knox & Belt, L.L.P. (the firm) in effect for the year ended May 31, 2001. A system of quality control encompasses the firm's organizational structure and the poli- cies adopted and procedures established to provide it with reasonable assurance of con- forming with professional standards. The elements of quality control are described in the Statements on Quality Control Standards issued by the American Institute of Certified Public Accountants (AICPA). The design of the system and compliance with it are the responsibility of the firm. Our responsibility is to express an opinion on the design of the system, and the firm's compliance with the system based on our review Our review was conducted in accordance with standards established by the Peer Review Board of the AICPA. In performing our review, we obtained an understanding of the sys- tem of quality control for the firm's, accounting and auditing practice. In addition, we tested compliance with the firm's quality control policies and procedures to the extent we considered appropriate. These tests covered the application of the firm's policies and pro- cedures on selected engagements. Because our review was based on selective tests, it would not necessarily disclose all weaknesses in the system of quality control or all in- stances of lack of compliance with it. Because there are inherent limitations- in the effectiveness of any system of quality con- trol, departures from the system may occur and not be detected. Also, projection of any evaluation of a system of quality control to future periods is subject to the risk that the system of quality control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. In our opinion, the system of quality control for the accounting and auditing practice of Sandersen, Knox & Belt, L.L.P. in effect for the year ended May 31, 2001, has been de- signed to meet the requirements of the quality control standards for an accounting and auditing practice established by the AICPA, and was complied with during the year then ended to provide the firm with reasonable assurance of complying with professional stan- dards. BUF G N & COMPANY, MEMBER PRIVATE COMPANIES PRACTICE SECTION OF THE AMERICAN INSTITUTE OF CPA's I* AGREEMENT FOR FINANCIAL AUDITING SERVICES • STATE OF TEXAS COUNTY OF HARRIS WHEREAS, on the 23`d day of July, 2004, the City of Baytown, hereinafter referred to as the "City," received the proposal from Sandersen, Knox & Belt, L.L.P., a Texas corporation, hereinafter referred to as the "Company," for the performance of the audit of the general purpose financial statements of the City of Baytown, Texas, and related entities, for the fiscal years ending September 30, 2004, 2005, and 2006, hereinafter the "Agreement "; and WHEREAS, based upon such proposal, the Company and the City desire to enter into an agreement specifying the terms and conditions of such audits; and NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Parties hereto do hereby mutually agree as follows: I. Company's Obligations The Company shall diligently perform all services specified in its proposal for the financial audits of the City of Baytown, Texas, dated July 23, 2004, which proposal is attached hereto as Exhibit "A" and incorporated herein by this reference for all intents and purposes. These services shall be for the fiscal years ending September 30, 2004, 2005, and 2006 and are expressly subject to the contingency specified in Article IX. It is expressly understood and agreed that should there be a conflict between the terms contained in Exhibit "A" and those contained in this Agreement, the terms of this Agreement shall control. II. Fees The Company hereby commits to performing the financial auditing services required by the City's Director of Finance at the fees stated below for each audit: Agreement for Financial Auditing Services, Page I EgBrf A • III. Indemnity THE COMPANY AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY RIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR DAMAGE TO ANY PROPERTY, LOSS OF REVENUE, OR ANY OTHER INJURIES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PERFORMED BY THE COMPANY PURSUANT TO THIS AGREEMENT, THE CONDUCT OR MANAGEMENT OF THE COiVIPANY'S ACTIVITIES, OR FROM ANY ACT OR OMISSION BY THE COMPANY, ITS AGENTS, EIVIPLOYEES, OR SUBCONTRACTORS, WHERE SUCH DAMAGES, LOSSES OR INJURIES ARE CAUSED BY (1) THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER PERSON OR ENTITY OR (II) THE JOINT OR SOLE NEGLIGENCE OF THE COMPANY. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH THE COMPANY AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE COMPANY TO INDENINIFY AND PROTECT THE CITY FROM (I) THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE AND /OR (II) THE CONSEQUENCES OF THE COMPANY'S SOLE OR JOINT NEGLIGENCE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE CITY FOR ANY CLAEVI, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, LOSS OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. In the event that any action or proceeding is brought against the City by reason of any matter from which the City is indemnified herein, the Company further agrees and covenants to defend the action or proceeding by legal counsel acceptable to the City. This article shall survive the expiration or termination of this Agreement. IV. Payment The City shall pay the Company only for services actually performed and accepted. Such payment shall be within thirty (30) days after the City's receipt of an invoice for such services or upon receipt and acceptance of the services, whichever is later. Any payment terms provided for in Exhibit "A" are superseded by this Article, regardless of any conflict. Agreement for Financial Auditing Services, Page 2 •Release • By this Agreement, the City does not consent to litigation or suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the City's sovereign immunity. The Company assumes full responsibility for its work performed hereunder and hereby releases, relinquishes and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Company's work to be performed hereunder. This release shall apply with respect to the Company's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. Vl. Insurance Throughout the term of this Agreement, the Company at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the Company's services, whether such services be by the Company, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The Company's insurance coverage shall be primary insurance with respect to the City, its officers, agents and employees. Any insurance or self - insurance maintained by the City, its officials, agents and employees shall be considered in excess of the Company's insurance and shall not contribute to it. All coverage for subcontractors shall be subject to all of the requirements stated herein. The following insurance shall be required under this Agreement and shall meet or exceed the minimum requirements set forth herein: Commercial General Liability • General Aggregate: $1,000,000 • Per Occurrence: $500,000 • Coverage shall be at least as broad as ISO CG 00 O1 10 93 • No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. Aereement for Financial Auditing Services, Page 3 • 2. Business Automobile Policy ■ This coverage shall be required only if the company provides vehicles for its employees. • Combined Single Limits: $1,000,000 • Coverage for "Any Auto" 3. Errors and Omissions • Limit $1,000,000 • Claims -made form is acceptable. Coverage will be in force for two years after services are completed and accepted by the City 4. Workers' Compensation • Statutory Limits • Employer's Liability $500,000 • Waiver of Subrogation required_ Prior to any services being performed, the Company shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. Such Certificates shall contain a provision that coverage afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the City via certified mail, return receipt requested. The Company shall also file. with the City valid Certificates of Insurance covering all subcontractors. The following are general requirements applicable to all policies: AM Best Rating of A -; VII or better. 9 Insurance carriers licensed and admitted to do business in State of Texas will be accepted. Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to any work being performed at the site. ➢ Liability policies must be on occurrence form. ➢ Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies. 9 Upon request and without cost to the City, certified copies of all insurance polices and/or certificates of insurance shall be furnished to the City. Upon request of and without cost to City of Baytown, loss runs (claims listing) of any • and/or all insurance coverage shall be furnished to City of Baytown's representative. Agreement for Financial Auditing Services, Page 4 VII. No Assignment The Company shall not sell, assign, or transfer any of its rights or obligations under this Contract, in whole or in part, without prior written consent of the City. VIII. Termination The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement with or without cause upon ten (10) days' written notice from the City Manager to the Company of the City's election to do so. Furthermore, the City may immediately terminate this Agreement if the Company breaches the terms hereof. A breach of this Agreement shall include, but not be limited to, the following: failing to pay insurance premiums, claims or other charges; 2. failing to pay any payments due the City, State or Federal Government from the Company or its principals, including, but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; 3. the institution of voluntary or involuntary bankruptcy proceeding against the Company; 4. the dissolution of the Company; 5. the violation of any provision of this Agreement; and/or 6. the abandonment of the Agreement or any portion thereof and discontinuance of the Company's services or any portion thereof, as determined by the City Manager. Upon delivery of any notice of termination required herein, the Company shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the notice of termination, the Company shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. IX. Contingency It is expressly understood and agreed by both the Company and the City that this Agreement . for fiscal years 2005 and 2006 are contingent upon funds being appropriated by the City Council of Agreement for Financial Auditing Services, Page 5 • the City of Baytown for financial auditing services. Should funds not be appropriated, this Agreement shall become null and void and both parties shall be relieved of any and all obligations hereunder without liability to the other party or to any other person or entity, with the exception of the liabilities assumed by the Company pursuant to Articles III and V hereof. • X. Notice Unless otherwise provided in this Contract, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the Unites States mail, postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Contract, from and after the expiration of three (3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for hereinbelow: CITY OF BAYTOWN Attn: City Manager P. 0. Box 424 Baytown, Texas 77522 -0424 SANDERSEN, KNOX & BELT, L.L.P. Attn: Robert Belt, CPA 730 N. Post Oak Road, Suite 202 Houston, TX 77024 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days' written notice is given of such new address to the other party. XI. Non - waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. Agreement for Financial Auditing Services, Page 6 • XII. Choice of Law and Venue This Agreement- shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIII. Severability Al l parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such deternriination shall not affect any other term of this Agreement, which shall continue in full force and effect. XIV. No Third -Party Beneficiaries This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Company and the City only. XV. Entire Agreement This Agreement along with Exhibit "A," which includes the engagement letter dated July 23, 2004, contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. XVI. Ambiguity In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XVII. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. Agreement for Financial Auditing Services, Page 7 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same agreement, this day of September, 2004. CITY OF BAYTOWN, TEXAS GARY JACKSON, City Manager ATTEST: GARY W. SMITH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney SANDERSEN, KNOX & BELT, L.L.P. 62� ROBERT BELT, CPA Partner STATE OF TEXAS COUNTY OF HARRIS Before me on this day personally appeared Robert Belt, in his capacity as Partner of Sandersen, Knox & Belt, L.L.P., on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this day of September, 2004. Notary Public in and for the State of Texas \\Bdc2l litigation \KarenlFileslContracts\Auditing Serviccs\Sandersen Bch Knox Auditing Scrvices Agrcemcnt_ doc Agreement for Financial Auditing Services; Page 8 • C] Sandersen Knox &BetL.L.P Ccrti lic -lccountints Engagement Letter July 23, 2004 Honorable ikdayor City of Baytown, Texas 2 123 Market Street Baytown, TX 77520 We are pleased to confirm our understandin'f of the services we are to provide the City of Baytown, Texas (the "City") for the years ended September 30, 2004, 2003 and 2006. We will audit the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the entity's basic financial statements, of the City as of and for the years ended September 30, 2004, 2005, and 2006. In addition, we will audit the Harris County Organized Crime and Narcotics Task Force (the "HCOCNTF ") for the grant years ended May 3 1, 200 , 2006, and 2007. Also, the document we submit to you will include the following additional information that will be subjected to the auditing procedures applied in our audit of the financial statements: Management's discussion and analysis. 2. Schedule of expenditures of federal awards. As part of the audit we will prepare a draft of your financial statements and related notes. In accordance with Government Auditing Standards (revised), you will be required to review and approve those Financial statements prior to their issuance and have a responsibility to he in. a position in fact and appearance to make an informed Judgment on those financial statements. Further, you are required to designate a qualified m,.m,t�.ei ;lent -level individual to be responsible and accountable for oversecin�, our services. With regard to the electronic dissemination of audited financial statements, including Financial statements pub lished electronically on Your Internet website, YOU understand that electronic sites are a means 10) distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. 730 N. Post Oak Road, Suite 202 MMU A HOUSion, Texas 77024 j713j 263 -1 123 voice [713) 263 -1550 Fax LJ City of Baytown, Texas Page 2 of 6 Audit Obiectives The objective of our audit is the expression of an opinion as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the financial statements taken as a whole. The objective also includes reporting on— Internal control related to the financial statements and compliance with laws; regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the Financial statements in accordance with Goveiwmew:• uditin` SIUncICUYI5, fraternal control related to major programs and an opinion (or disclaimer ofopinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single audit Act Amendments of 1996 and ONIB Circular A -133, Auclits of States. Loccil Governments, oncl tVon- Profit Orgoniiatiorr.s. The reports on internal control and compliance will each include a statement that the report is intended for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal awarding agencies, and if applicable, pass - through entities and is not intended to be and should not be used by anyone other than these specified parties. Our audit will be conducted in accordance with U.S. generally accepted auditing standards; the standards for financial audits contained in Government ,1l10itir1, SlatrdurtZY, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; Lind the provisions ofOMB Circular A -133, and will include tests of accounting records. a determination of major program(s) in accordance with Circular A -133, and other procedures we consider necessary to enable Lis to express such an opinion and to render the required reports. If Our opinion on the financial statements or the Single Audit compliance opinion is other than muihhalified, we wi11 fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. iV(ana2ement Responsibilities Management is responsible for establishing and maintaining internal control and for compliance with the provisions of applicable laws, regulations, contracts, agreements, and tyrants. In fulfilling this responsibility estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of internal control are to provide management with reasonable, but not absolute, assurance that assets are safeguarded a-ainst loss from unauthorized use or disposition, that transactions are executed in accordance with management's authorizations and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that federal award programs are managed in compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is responsible for making all Financial records and related information available to us. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. We will advise you about appropriate accounting principles and their application and will assist in the preparation of your financial statements; including the schedule of expenditures of federal awards, but the responsibility for the financial statements remains with you. As part of our engagement, we may propose standard, adjusting, or correcting journal entries to your Financial statements. You are responsible for reviewing the entries and understanding the nature of any proposed entries and the impact they have on the financial statements. That responsibility includes the establishment and maintenance of City of Baytown, "Texas Pa +,e 3 of 6 • adequate records and effective internal control over financial reporting and compliance, the selection and application of accounting principles, and the safeguarding of assets. Management is responsible for adjusting the financial statements to correct material misstatements and for confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current enga gement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are 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 (a) management, (b) employees who have significant roles 'in internal control, and (c) others where the Fraud could have a material effect on the financial statements. You are also responsible for informing Lis of your 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, you are responsible for identifying and ensuring that the entity complies with applicable laws and reg7ulations. Additionally, as required by OMB Circular A -133, It is management's responsibility to Follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review prior to the beginning of our audit fieldwork, Audit Procedures— General An audit includes examining, un a test basis, evidence supporting the amounts and disclosures in the Ilnancial statements; therefore, our audit will inv,.�lve jLUdgntent about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement; whether from errors, fraudulent tin.incial reporting, misappropriation of assets, or violations of laws or governmental regulations that are attributable to the entity or to acts by mana +gement or employees acting on behalf of the entity. As required by the Sin gle Audit Act Amendments of 1996 and ONIB Circular A -133, our audit will include tests of transactions related to major federal award programs for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the Financial statements or major programs. However, we will inform you of any material errors and any fraudulent financial reporting, or- misappropriation of assets that comes to our attention. We will also inform You of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. 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 receivables and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. We will request written representations from your attorneys as part of the enga gement. and they may bill VOL) For responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Audit Procedures— tnternal Controls In planning and performing_ our audit, we will consider the internal control sufficient to plan the audit in order to determine the nature; timing, and extent of our auditing procedures for the purpose of expressing our opinions on the City's Financial statements and on its compliance with requirements applicable to major programs. City of Baytown, Ttxas Page 4 of 6 We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will assess control risk. 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. Tests of controls relative to the Financial statements are required only if control risk is assessed below the maximum level. 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 ow- report on internal control issued pursuant to Government ,11 ucliting Stanclardy. As required by OtMB Circular A -133, we -10:1 perform tests of controls to evaluate die: effectiveness of the design and operation of controls that �%c consider relevant to preventin;� or detecting material noncompliance With compliance requirements applicable to each major federal award program. I-lowever, 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 OMB Circular A -133. An audit is not designed to provide assurance on internal control or to identify reportable conditions, However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to siz, iticant deficiencies in the desi�an or operation of the internal control that, in our judgment, could adversely affect the entity's ability to record. proc.tis, summarize, and report Financial data conSisterti[ with the assertions of management in the financial statements. `Vc will also inform you of any nonreportable conditions or other matters involving internal control, if any, as required by Government <lucliting Stanclarcis and ONIB Circular .I \- 133. Audit Procedures—Compliance Our audit will be conducted in accordance with the standards referred to in the section titled Audit Objectives. As part of obtaining reasonable assurance about whether the financial statements arc free of material misstatement, we will perform tests of the Cic 's compliance with applicable laws and regulations and the provisions of contracts and a�,reemt:nts, including grant agreements. However, the objective of those procedures 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,4ucliting Stunclorcls. O[v113 Circular A -133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts ani! grant agreements applicable to major programs. Our procedures will consist of the applicable procedures described in the OtIlU3 Circular .4 -133 Complionce Supplement for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to 01✓113 Circular A -133. Audit .administration, Fees. and Other We understand that your employees will prepare all cash, accounts receivable; or other confirmations we request and will locate any invoices selected by us for testing. • At the conclusion of the engagement, we will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings. We will provide copies of our reports to the City; however, it is management's responsibility to submit the repurtin- u. package {including financial statements, schedule of City of Baytown, Texas Page 5 orb expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and a corrective action plan) along with the Data Collection Form to the designated federal clearinghouse and, if appropriate, to pass - through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. At the conclusion of the engagement, we will provide Information to management as to where the reporting packages should be submitted and the number to submit. The audit documentation for this enua�zement is the property of Robert Belt and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to Oversight Agency for Auditor its designee; a federal agency providing direct or indirect funding, or the U.S. General Accountin., C'•.1ice f`or purposes of a quality review of the audit, to resolve audir findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Robert Belt. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained For a minimum of three years after the date the auditors' report is issued or for any additional period requested by the Oversight Agency . If we are aware that a federal awarding agency, pass-tu•ouglt entity, or auditee is contesting an audit finding, we will contact the partv(tes) contesting the audiE finding fur guidance prior to destroving the audit documentation. Fees for Our services are based on the actual time spent at Our standard hourly rates, plus travel and other otlt -of- pocket costs such as report production, typing, Postage, etc. Our standard hOUrly rates vary according to the degree of responsibility irrvolved and the experience level of the personnel assigned to your audit. The time estimates used to project our fees are based on anticipated cooperation from Your personnel and management fulfilling its responsibility, as discussed previOUSfy. Our time budget for this engagement does not include addressing matters related to managements' responsibilities, such as modifications to the City's financial information, additional procedur•_.s related to alleged noncompliance with laws and regulations and similar improprieties, the City's lack of preparation for th:: audit, and similar matters. Such time requirements have not been included in the estimate and would be billed in addition to the fees quoted at our standard hourly rates and actual costs incurred. including letial consultations, if necessary. We will notify the appropriate party when such conditions are encountered, such as identifying schedules net prepared, out -of- balance accounts, alleged violations, etc. When possible, %ve will provide management with options for alleviating the condition. If it appears the item will not be addressed by the City, we may perform procedures to address incidental matters to facilitate timely completion of the audit. To the extent possible, we will obtain approval before performing additional work: for matters considered significant Eo the original proposed fee. Due to the nature Of Our work, such approval may not always be possible, i.e., we may be legally_ compelled by subpoena or similar request to expend additional time and incur other expenses to handle matters arising from this engagement. • • City of Baytown, Texas Page 6 of 6 As customary in the industry the price quoted is an estimate. In accordance with rules of the State Board of Public Accountancy we cannot be bound to provide the audit for the amount estimated. However, in practice we honor our fee quotes, unless adverse conditions, such as those described above, are encountered. Our fee estimates for our services, are as follows: Financial Audit Single Audit BAWA I-ICOCuTF Six- month* Year I I Year 2 * * Year 3 S 34,700 S 36,088 $ 37,532 6.23_ 6,503 6,763 4,478 4,657 4,843 .91)9 6,239 6,489 I l i,320 5,532 $ 36,344 S -58,806 $ 61,158 Our invoices for these fees will be rendered each month as wort: progresses and are payable within 30 days. In accordance with our Firm policies, work will be suspended if your account becomes 30 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services For nonpayment, our engagerent will be deemed to have been completed even if we have not completed Our report. You will be obligated to compensate us for all time expended and to reimburse us for all out -OF- pocket costs through the date of termination. This agreement and rights and responsibilities of this audit engagement are specifically assigned Robert Belt, CPA. Government Awfiting Stnnclar& require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. 011r'-2001 peer review accompanies this letter. Any client certified public accountant involved with assisting us shall not be prohibited from disclosure of information required to be made available by the standards of the public account n- profession in reporting on the examination of financial statements. Nfanagement understands and provides permissions to staff certificate or registration holders as required under the Rules of Professional Conduct, Texas Administrative Code, Title 22, Part 22, Chapter 501, Subchapter C, Section 50 1.7 . We appreciate the opportunity to be of service to the City and believe this letter accurately summarizes the significant terms of our engagcment. If you have any questions, please let us know. If you agree with the terms Of our engagement as described in this letter; please sign the enclosed copy and return it to us. Si Vvf ely, 6 // J- �'� ox� Robert Belt, CPA PESPONSE: This letter correctly sets forth the understanding of the City of Baytown, Texas. Ntayor