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R2021-170 2021-08-09RESOLUTION NO. R2021-170 A Resolution of the City Council of the City of Pearland, Texas renewing an audit services contract, with BKD LLP, in the amount of $117,300.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That engagement letter for audit services, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an engagement letter for audit services. PASSED, APPROVED and ADOPTED this the 9th day of August, A.D., 2021. VIN COLE MAYOR R i lAL ' OAN, TRMC, CMC CI SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into upon final execution by and between the City of Pearland ("CITY")and BKD LLP ("CONSULTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Professional Audit Services ("PROJECT"—RFQ#0520-39). SECTION I-SERVICES OF THE CONSULTANT The CONSULTANT shall perform the following professional services to CITY standards and in accordance with the degree of care and skill that a professional in Texas would exercise under the same or similar circumstances: A. The CONSULTANT shall audit the City's financial statements for the fiscal year ending September 30,2021,with the option of auditing its financial statements for each of the five (5) subsequent fiscal years, compiling the Comprehensive Annual Financial Report (CAFR), and completion of a Single Audit Report, if expenditures criteria are met. These audits are to be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards (1994), the provisions of the federal Single Audit Act of 1984 (as amended in 1996), U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and Governmental Accounting Standards Board (GASB) for the CITY. See Exhibit A BKD proposal and Exhibit B RFQ specification document for additional contract documents. The Project and Consultants work hereunder shall also be governed by the Engagement Letter(Exhibit C) between the City and Consultant dated July 21, 2021 (the "Engagement Letter"), which is incorporated herein by reference and made a part of this contract. To the extent there is any inconsistency between the terms of the contract and the terms of the Engagement Letter,the Engagement Letter shall prevail. B. The CONSULTANT acknowledges that the CITY (through its employee handbook) considers the following to be misconduct that is grounds for termination of a CITY employee: Any fraud, forgery, misappropriation of funds, receiving payment for services not performed or for hours not worked, mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the CITY. The CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY employee to engage in such misconduct. C. The CONSULTANT recognizes that all work product generated by the CONSULTANT under the CONTRACT shall be delivered to the CITY as agreed per specifications and shall become subject to the Open Records Laws of this 1 of 5 State, subject to any reasonable objections by Consultant that any work constitutes trade secrets or is otherwise objectionable from being subject to the Open Records Laws of Texas. City shall provide Consultant with reasonable notice for Consultant to raise any objections it may have to production of its work product prior to the City's response to an Open Records request. D. The CONSULTANT shall procure and maintain for the duration of this CONTRACT, insurance against claims for injuries to persons, damages to property, or any errors and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this CONTRACT, as follows: (1) Workers' Compensation as required by law. (2) Professional Liability Insurance in an amount not less than $1,000,000 in the aggregate. (3) Comprehensive General Liability and Property Damage Insurance with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and $1,000,000 for each occurrence of damage to or destruction of property. (4) Comprehensive Automobile and Truck Liability Insurance covering owned, hired, and non-owned vehicles, with minimum limits of $1,000,000 for injury or death of any one person, $1,000,000 for each occurrence, and$1,000,000 for property damage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, issued by CONSULTANT'S insurer(s), as evidence that policies required by this CONTACT are in full force and effect. E. The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees, harmless from any third-party claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, but only to the extent caused by the negligent act or omission of the CONSULTANT, its officers, employees, agents, or subcontractors under this CONTRACT. F. All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. 2 of 5 SECTION II-PERIOD OF SERVICE and TIMELINESS OF PERFORMANCE This CONTRACT will be binding upon execution and shall end on July 27,2022,with five additional one-year renewal options available. SECTION III -CONSULTANT'S COMPENSATION A. Total annual compensation for the services performed are estimated at $117,300 (see cost fee for breakdown). B. The CITY shall pay the CONSULTANT based upon required deliverables and supported by detailed invoices submitted by the CONSULTANT. C. The CITY shall make any required payment to the CONSULTANT within thirty (30) days of receipt and approval of a detailed invoice. Invoices shall be submitted on the basis of completion or identified milestones. SECTION IV-THE CITY'S RESPONSIBILITIES A. The CITY shall designate a project manager during the term of this CONTRACT. The project manager has the authority to administer this CONTRACT and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by the CITY on any aspect of the work shall be directed to the project manager. B. The CITY shall review submittals by the CONSULTANT and provide responses to questions and rendering of decisions pertaining thereto within one business day, to minimize delay in the progress of the CONSULTANT'S work. The CITY will keep the CONSULTANT advised concerning the progress of the CITY'S review of the work. The CONSULTANT agrees that the CITY'S inspection, review, acceptance or approval of CONSULTANT'S work shall not relieve CONSULTANT'S responsibility for errors or omissions of the CONSULTANT or its sub-consultant(s) or in any way affect the CONSULTANT'S status as an independent contractor of the CITY. SECTION V-TERMINATION A. The CITY, at its sole discretion and in accordance with the implied covenant of good faith and fair dealing, may terminate this CONTRACT for any reason -- with or without cause --- by delivering written notice to CONSULTANT personally. Immediately after receiving such written notice, the CONSULTANT shall discontinue providing the services under this CONTRACT. 3 of5 B. If this CONTRACT is terminated, CONSULTANT shall deliver to the CITY all reports, estimates and any and all other documents or work product generated by the CONSULTANT under the CONTRACT, entirely or partially completed, together with all unused materials supplied by the CITY on or before the 15th day following termination of the CONTRACT, subject to Consultant's rights under applicable professional standards. C. In the event of such termination, the CONSULTANT shall be paid for services performed prior to receipt of the written notice of termination. The CITY shall make final payment within sixty(60)days after the CONSULTANT has delivered to the CITY a detailed invoice for services rendered and the documents or work product generated by the CONSULTANT under the CONTRACT. D. If the remuneration scheduled under this contract is based upon a fixed fee or definitely ascertainable sum, the portion of such sum payable shall be proportionate to the percentage of services completed by the CONSULTANT based upon the scope of work. E. In the event this CONTRACT is terminated, the CITY shall have the option of completing the work, or entering into a CONTRACT with another party for the completion of the work. F. If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT breaches any provision of this CONTRACT, then the CITY shall have all rights and remedies in law and/or equity against CONSULTANT. Venue for any action or dispute arising out of or relating to this CONTRACT shall be in Brazoria County, Texas. The laws of the State of Texas shall govern the terms of this CONTRACT. The prevailing party in the action shall be entitled to recover its actual damages with interest, attorney's fees, costs and expenses incurred in connection with the dispute and/or action. CONSULTANT and CITY desire an expeditious means to resolve any disputes that may arise between under this CONTRACT. To accomplish this,the parties agree to mediation as follows: If a dispute arises out of or relates to this CON TRACT, or the breach thereof, and if the dispute cannot be settled through negotiation,then the parties agree first to try in good faith, and before pursuing any legal remedies, to settle the dispute by mediation of a third party who will be selected by agreement of the parties. SECTION VI—ENTIRE CONTRACT This CONTRACT, along with the Engagement Letter, represents the entire agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or contracts, either written or oral. This CONTRACT may be amended only by written instrument signed by both parties. 4 of 5 SECTION VII—COVENANT AGAINST CONTINGENT FEES The CONSULTANT affirms that they have not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT to solicit or secure this CONTRACT, and that they have not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of the CONTRACT. For breach or violation of this clause, the CITY may terminate this CONTRACT without liability and in its discretion, may deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage brokerage fee, gift, or contingent fee that has been paid. SECTION VIII- SUCCESSORS AND ASSIGNS This CONTRACT shall not be assignable except upon the written consent of the parties hereto. The parties have executed this CONTRACT this_9th day of August, 2021. 8.10.2021 PURCHAS G OFFICER DATE CITY 0 ARL EXAS 4 4 ^N)'Z41-1 CIT N G IRECTOR CITY OF PEA AND, TEXAS DATE tv July 30, 2021 CONSULTANT DATE 5 of 5 EXHIBIT A I Limil t 1114 fill14•fal _ 4.` , ,. jr.j.. t o r w 7-7— P .14.0 4* ir ‘7 ,. The Public Sector Expertise You Need Professional Auditing Services RFQ # 0520-39 City of Pearland, Texas Submitted by BKD, LLP Amanda E. Eaves, CPA I Partner 2700 Post Oak Boulevard I Suite 1500 I Houston, TX 77056 Phone: 713.499.4600 June 2, 2020 TECHNICAL PROPOSAL BKD CPAs&Advisors BKD 2700 Post Oak Boulevard,Suite 1500 I Houston,TX 77056-5829 CPAs&Advisors 713.499.4600 I Fax 713.499.4699 I bkd.com June 2, 2020 Mr. John McCarter Interim Director of Finance City of Pearland 3519 Liberty Drive Pearland, TX 77581 Dear Mr. McCarter: Thank you for the opportunity to propose our services to the City of Pearland, Texas (the City). BKD CPAs &Advisors works with approximately 500 public sector clients nationwide, including approximately 120 municipalities, giving us a depth of expertise regarding reporting and compliance standards for municipalities. Our Texas team audits over 200 governments, including cities with populations between 100,000 and 150,000 such as the Cities of College Station, Abilene, Midland and Mesquite as well as City of Bryan, Texas, City of Phoenix, Arizona, Houston-Galveston Area Council, Harris Health System, and Parkland Health and Hospital System. We look forward to offering a fresh perspective to your audit needs. Providing personal attention and frequent communication to our clients is what drives us—and delivering value beyond the basic service approach is among our top priorities. We believe BKD is the right choice because, in addition to our public sector expertise and the benefits described throughout our proposal, BKD offers the following: ► Texas-based advisors with significant Single Audit experience, as well as a strong understanding of GASB requirements ► Complimentary CPE and updates on GASB, COVID-19 funding, and City related topics and emerging issues through a variety of online resources ► Significant Uniform Guidance knowledge and best practice solutions gained through our experiences as the 4"' largest provider of Single Audit services ► Ongoing assistance with evaluating how various actions could affect your organization, as well as updates on changing guidelines and new regulations related to the COVID-19 pandemic We understand the City is requesting a Financial Statement Audit in Accordance with Government Auditing Standards and Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(the Uniform Guidance)for the years ending September 20, 2020 through 2026. We commit to perform the work within the specified timeframe. This proposal is a firm and irrevocable offer for sixty (60) days. f)PRAXITV Mr. John McCarter Interim Director of Finance City of Pearland We believe our proposal will help you select our firm for timely, efficient and objective services delivered by experienced professionals. For questions or to further discuss this opportunity, please contact us at 713.499.4600 or by email at the addresses provided below. Sincerely, diut--6, E.• Amanda E. Eaves, CPA Shekita S. Rawls, CPA Partner Senior Manager aeaves©bkd.com srawls@bkd.com Executive Summary 1 Solutions for the City 3 Why Choose BKD 3 RFQ Response 9 V) Independence 911111111111 License to Practice in the State of Texas 9 Firm Qualifications & Experience 10 Z Partner, Supervisory & Staff Qualifications & Experience 15ILLI Prior Engagements with the City of Pearland, Texas 29 Similar Engagements with Other Government Entities 29 IIIIIIIIII Specific Audit Approach 33 Z Identification of Anticipated Potential Audit Problems 45 Report Format 47 O Appendix 49 Required Forms 51LI) Example List of Standard Schedules Requested 57 AICPA Peer Review Letter 60 LI= BKD Peer Review Report 61 BKD Firm Profile 62CD Facing Risk with Confidence 63 BKD PRIDE Values 64 la J 01:1 Liiil 1- • BKD Our acceptance of this engagement is subject to completion of our normal client acceptance procedures. Upon acceptance,the actual terms of our engagement will be documented in a separate letter to be signed by you and us. The information provided in this proposal is intended for informational purposes only and may not be copied,used or CPAs&Advisors modified,in whole or in part,without BKD's prior written approval.All information in this proposal is as of May 31, 2019,unless otherwise noted. BKD Executive Summary Municipalities face an unwavering stream of scrutiny, not only from the public, but from regulators and granting agencies as well. Demonstrating fiscal transparency and accountability of public funds can instill trust from your citizens and garner their EXPERTISE support. In addition, receiving experienced insight on accounting standards compliance can help relieve uncertainty on changing regulations, as well as on how to manage new funding streams in response to the COVID-19 pandemic. To help "We are a long term client of the City of Pearland, Texas (the City) concentrate on serving your rapidly BKD and during these many expanding community, you need advisors who are knowledgeable of federal and years,we have gone through state funding requirements. Look no further than BKD CPAs &Advisors. Our downsizing as well as approximately 500 public sector clients nationwide rely on BKD to provide high- upsizi BKD has been with our organization through quality professional services, and we're ready to use our governmental expertise to both experiences. We have help the City efficiently manage community funds while proactively addressing your always found their team of continued growth. professionals to be dependable and ready to You can expect the following from working with BKD: assist us with any matter that required a higher level of ► Year-round communication from skilled professionals on upcoming expertise. We would accounting standards, complex transactions and other common wholeheartedly recommend them to any organization challenges, as well as guidance on implementing GASB's fiduciary needing their services." activities, lease and new financial reporting model standards that will likely be effective during this contract Shay Lipe Director of Finance ► A reputable firm with substantial resources dedicated to the public sector Central Mississippi Planning& operating environment, including advisors who can offer best practices Development District,Inc. Jackson,Mississippi and guidance regarding new accounting standard implementation ► Timely services to help you withstand scrutiny from bond investors, granting agencies and the public ► A planning process that helps avoid last minute items, as well as focuses on saving time and interruptions to the City's staff ► Significant partner and senior manager involvement throughout the engagement, which can help you receive value for your investment ► Staff continuity and tailored solutions from auditors who spend the majority of your time serving governmental entities ► Experience with Government Finance Officers Association's (GFOA) Certificate of Achievement for Excellence in Financial Reporting Program (CAFR Program) submission ► Knowledgeable advisors who can provide industry-specific insight as you navigate the ongoing effects of the COVID-19 pandemic on your community and operations 1 BKD There's a difference between an accountant and a trusted advisor. As accountants, we're ready to complete your requested services per your established deadlines. That isn't enough, though—we believe there's more we can offer the City. As trusted advisors, we want to share pertinent industry and regulatory updates that may directly affect your bottom line throughout the year and recommend solutions for challenges yet to be seen. This proactive methodology is a hallmark of our Unmatched Client Service®standards and what the City can and should expect from us. 2 BKD Solutions for the City The City has requested information and a fee quote for the following professional services: ► Financial Statement Audit in Accordance with Government Auditing Standards& Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(the Uniform Guidance) ► Assistance with Preparation of the Comprehensive Annual Financial Report Please see the Specific Audit Approach section beginning on page 19 for a detailed explanation of our audit service approach. Why Choose BKD Delivering Value Monitoring expenditures and receiving exceptional value for your investments is important, but informed consumers understand value is about more than just price. Value from a professional CPA and advisory firm is about the quality of the work and the merit of the advice. Expect BKD's work to be accurate and insightful. We stand behind it. Our Public Company Accounting Oversight Board (PCAOB) inspections and American Institute of CPAs (AICPA) peer reviews demonstrate the firm's record of excellence. As evidenced by our inclusion in the INSIDE Public Accounting Best of the Best Firms list for the last nine years, we also offer long-term consistency, exceptional INSIDE performance and a national network of support and resources. BKD is large enough "°'Plti to help the City address a variety of financial issues. At the same time, we pride LBEST ourselves on hard work and low overhead, which keep our fees competitive. With FIRMS our reputation, size, service and experience, you can consider us a good value. Commitment to Serving the Public Sector As part of our commitment to remaining at the forefront of the public sector, leaders across our national governmental practice created the BKD Public Sector Center of • Excellence. This group of professionals meets regularly to discuss important developments, legislative updates and challenges affecting governmental entities similar to the City. In addition, our public sector involvement has enabled us to establish connections with numerous regulatory and auditing organizations, including: ► AICPA Governmental Audit Quality Center, as a member ► Government Finance Officers Association (GFOA) ' CPA ► Governmental Finance Officers Association of Texas (GFOAT) Governmental Audit ► Governmental Accounting Standards Board (GASB) Quality Center ► Office of Management and Budget (OMB) 3 BKD ► U.S. Government Accountability Office We look forward to communicating best practices and forward-looking strategies to help the City thoughtfully consider the areas important to fulfilling your fiduciary GUIDANCE responsibilities. Texas Governmental Accounting Experience "We have a policy that requires us to rotate Our significant Texas footprint means the City can be confident in our independent auditors,so we understanding of the financial matters specifically facing governmental entities put out an RFQ for our annual across the state. BKD's Texas offices in Houston, Dallas, Fort Worth, San Antonio, audit and ended up choosing BKD amongst five firms due to and Austin provide services to approximately 220 governmental entities, including their cost and qualifications. municipalities and their component units. Switching service providers can be a challenge because it Educational Resources for Texas Governments creates a learning curve with our staff,however BKD made Our commitment to our Texas public sector clients extends beyond the provision of things easier with their accounting services—we provide educational programs across the state on an proactive planning and spending extra time with our annual basis. These include hosting roundtable discussions, and other sessions team. The interaction for the Government Finance Officers Association of Texas (GFOAT). between our team and BKD was professional and easy. it BKD's Houston office takes further steps to keep clients abreast of industry was almost as if we worked changes and best practices through an Annual Governmental Finance Seminar, on the same team. The audit which takes place the first week of June each year. Recent years'topics have service they provided was very helpful and we are going included GASB updates, public corruption presented by a FBI special agent, to implement their combating fraud in the public sector and cybersecurity challenges. suggestions on how to improve our information Significant Single Audit Experience reporting. BKD made the transition from the According to data compiled by OMB via the Federal Audit Clearinghouse, BKD is predecessor a very smooth the fourth-largest provider of Single Audits among CPA firms, performing process." approximately 495 annually. With approximately one-third of our not-for-profit Glenn Windsor,CPA, and public sector clients receiving federal funding, we are familiar with the CFE, CGFO requirements for allowability of both direct and indirect costs, as well as the ability Finance Director City of Tomball,Texas for the recipient to charge an administrative cost allowance under many federal programs. To help streamline the Single Audit process, we use audit programs and checklists designed specifically for the federal programs we audit. Our firm maintains a database of audit programs tailored to the grants and other federal programs commonly found in governmental entities. Our extensive experience providing compliance testing in accordance with OMB requirements can help us properly perform and submit the City's Single Audit on time. Extensive Experience with the CAFR Program Participating in GFOA's CAFR Program can help enhance the credibility of a city's financial statements, particularly with rating agencies. This also is key to increasing constituent and user confidence in the City's fiscal management practices and overall financial condition. Whether you currently issue a comprehensive annual financial report (CAFR) in connection with the CAFR Program, or intend to do so in 4 BKD the future, BKD can assist you. Hundreds of our clients participate in this program annually, which means we have the practical knowledge and expertise necessary to guide you through the process. Numerous BKD professionals, including members of your proposed engagement team, also serve on the GFOA's Special Review Committee, providing us with firsthand insight into what GFOA reviewers are looking for when assessing the required reports. In addition, with the short window for completing annual audits to meet the GFOA's established deadlines, we understand timely and accurate professional services are critical in retaining your certificate. A core standard of BKD's Unmatched Client Service philosophy is Responsive Reliability, which guides our service process from initial planning to issuing our final report. You can expect our reports and communication to be timely and in advance of GFOA's deadlines. A Fresh Look & Smooth Transition Changing firms can be a daunting task, but it doesn't have to be. A smooth transition is not only possible—it should be expected. Our BKD Smooth Transition TM process places emphasis on quickly becoming familiar with your organization and team. We will develop a tailored transition plan that meets your timing expectations while offering a fresh look at your financials. The County should carefully consider the value that can be gained from a new perspective on your internal reporting, operations, policies and procedures. Bringing in a new set of eyes can provide ideas and strategies important to your future success. Our team will work with your current firm to transfer important financial data quickly and securely. As a result, potential concerns can be identified and resolved in advance. Public Sector Involvement To reinforce our commitment to the governmental sector, our advisors routinely attend conferences focused on industry issues and trends. They also receive CPE to stay informed of industry regulatory updates and other general accounting issues, averaging approximately 70 hours of formal training annually. This dedication also extends to involvement on national industry committees, such as GASB and the AICPA. Chris Telli, a partner in our Colorado Springs office and your proposed concurring reviewer, has been appointed as an advisor to the Government Finance Officers Association's Committee on Accounting, Auditing, and Financial Reporting (CAAFR). This committee works closely with GASB, the AICPA and other organizations and recommends best practices for effective governmental finance operations. Partner Lindsey Oakley, who currently serves in BKD's National Office accounting and auditing department, has been appointed to the Executive Committee of the AICPA Governmental Audit Quality Center. Amy Shreck, a director in our Omaha office, completed a two-year term as a practice fellow at GASB's headquarters, where she helped to formulate standards and assisted with technical inquiries. BKD now draws on Amy's firsthand experience at GASB to ultimately help clients better understand GASB standards and the thought process behind those standards. 5 BKD Danny Martinez, Managing Director in our Dallas office, is the GASB (Zone 3 Chair) on the AICPA's Technical Issues Committee. In this role he provides a voice for his constituents in the standard setting process. He was the project leader on INSIGHT the Leases Implementation Guide and Postponement of GASB Pronouncement projects. BKD LeaseVision: Assistance with GASB 87 "The BKD audit approach brought a fresh perspective, Implementation and focused on realistic, reasonable and purposeful GASB 87 is a significant consideration for many entities in the public sector. While testing,looking at areas of this new rule is intended to provide clarity for users of financial statements, it brings importance. The engagement partner also provided a host of considerations for both lessors and lessees. BKD LeaseVision can help. assistance on new GASB Through our work with hundreds of public sector entities nationwide, BKD has pronouncements and assisted us with reporting gained significant experience helping our clients implement complex GASB requirements." standards, including GASB 87. Our approach to assisting clients with this standard includes the following: Kimberly Auchstetter Finance Director/Treasurer ► Creating a detailed implementation roadmap to provide a step-by-step Village of New Lenox,Illinois process to follow with relevant guidance along the way • Beyond the nuts and bolts of the necessary lease calculations, this roadmap can help address issues such as system requirements, changes to internal controls, required note disclosures and communications to external users ► Using an Excel-based tool to assist with contract analyses, lessor/lessee calculations and amortization schedules ► Using artificial intelligence (AI)-based tools to extract key lease terms and help facilitate a more efficient analysis of hundreds of contracts, potentially capturing important clauses that could be missed by relying only on manual review BKD also stands ready to provide a fourth step in our solution, if needed. If there is any concern about whether all contracts for which GASB 87 is applicable have been identified, we can employ our extensive data mining resources and proprietary tools to search your financial activity for potential leases. We would be happy to discuss our tools with you in more depth at your convenience. Thought Leadership BKD advisors are serious about reinforcing their positions as thought leaders in the industries they serve. To help keep you informed about emerging issues in your industry, as well as changes in regulations and accounting and tax methods, we provide BKD Thoughtware` webinars, seminars, tailored training sessions, podcasts and articles. Many of these are eligible for continuing professional education (CPE) credit. Recent topics include: ► 18-Month Delay for GASB Leases; One Year for All Other Statements ► GASB 87: Breaking Down Implementation for Municipalities 6 BKD ► GASB Rethinking Scope of Fiduciary Rules ► What's the Discount Rate for Government Leases? ► GASB Issues Technical Corrections ► OMB Provides Relief on Single Audit Due Dates We encourage you to view these and a wide array of other resources available on bkd.com. Your BKD COVID-19 Resource Center As uncertainty persists around the COVID-19 pandemic, BKD is committed to staying on the forefront of industry-specific challenges affecting municipalities similar to the 0k City. In light of rapid, unprecedented change, we have developed a COVID-19 r' �' resource center to help our clients and friends remain informed of important L •}__. developments as we also evaluate potential ways to mitigate the financial effects of ` • the pandemic. We'll keep you up to date with relevant news, changing guidelines, new regulations and other pertinent information. Alerts/topics include: ► Municipal Liquidity Facility Application Now Available ► Pricing & Disclosure Details Released on $500 Billion Municipal Liquidity Facility ► Who CARES: The Importance of Transparency & Oversight of Federal Relief Funds ► CARES Act Relief for State, Local &Tribal Governments ► Clearing the Air Quick Updates on Public Sector COVID-19 Changes For an expanding range of alerts, topics and podcasts that may be relevant to you, please visit bkd.com/covid-19 or scan the QR code above. 7 BKD Unmatched Client Service You can count on BKD's You want trusted advisors who will deliver exceptional client service, focus on your commitment to our five needs and take the time to address your unique challenges. BKD understands. standards of Unmatched We take our commitment so seriously, we penned five standards of Unmatched Client Service and supporting guidelines in The BKD Experience: Unmatched Client Service': Client Service, a book that articulates the firm's philosophy and sets expectations for serving clients. Our five standards are: Integrity First We work hard to do what is right for you. You can rely on us to tell you what you need to hear. True Expertise From BKD, you can expect trained, capable staff and a high level of supervision by integrity First partners and experienced personnel. Professional Demeanor �. You can depend on prepared and attentive advisors to help meet your needs and ifirit provide new ideas. Responsive Reliability True Expertise Accurate and thorough work combined with timely delivery is what you require. At BKD, we do not want it any other way. Principled Innovation �I II We want you to succeed. For the City, that means looking for new ideas to Professional Demeanor streamline a process, better document work, train your staff and improve your effectiveness. Responsive Reliability Q r Principled Innovation 8 BKD RFQ Response For your convenience, we have structured our proposal according to the requirements in your RFQ. We believe our proposal will demonstrate our qualifications to serve the City. INFORMATION CONTAINED IN BKD'S RFQ RESPONSE, WHICH IT ASSERTS AS CONFIDENTIAL, IS EITHER BUSINESS AND/OR PROPRIETARY TRADE SECRET INFORMATION NOT SUBJECT TO DISCLOSURE AS SET FORTH IN THE TEXAS PUBLIC INFORMATION ACT. SUCH CONFIDENTIAL INFORMATION HAS INDEPENDENT ECONOMIC VALUE TO BKD, IS NOT REASONABLY ASCERTAINABLE BY THIRD PARTIES AND IS THE SUBJECT OF REASONABLE EFFORTS BY BKD TO MAINTAIN ITS SECRECY AND/OR CONFIDENTIALITY. SUCH INFORMATION IN THIS PROPOSAL SHALL BE DESIGNATED WITH AN ASTERISK (*). Independence The firm should provide an affirmative statement that it is independent of the CITY OF PEARLAND,TEXAS as defined by the Generally Accepted Auditing Standards and the U.S. General Accounting Office's Government Auditing Standards(1994). The firm also should provide an affirmative statement that it is independent of all of the City's component units as defined by those same standards. BKD is independent with respect to the City and the City's component units as defined by the Code of Professional Conduct of the AICPA and the United States Government Accountability Office's Government Auditing Standards. We are not aware of any relationship that would impair our independence. The firm should also list and describe the firm's professional relationships involving the City or any of its component units for the past five(5)years,together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. BKD has had no professional relationships involving the City or any of its component units in the previous five years. In addition,the firm shall give the City written notice of any professional relationships entered into with the City or its component units during the period of this agreement. We will provide written notice to the City upon entering any professional relationship with the City's component units during the requested period of services. License to Practice in the State of Texas An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in the State of Texas. BKD is properly licensed to practice public accounting in the state of Texas. All key professionals who would be assigned to your engagement are properly registered/licensed to practice in the state of Texas or able to practice in the state due to mobility laws, without the requirement to obtain an individual Texas license. 9 BKD Firm Qualifications & Experience State the size of the firm,the size of the firm's governmental audit staff,the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement on a full-time basis and the number and nature of the staff to be so employed on a O part-time basis. Firm Size L� BKD is one of the largest CPA and advisory firms in the United States. We have 40 offices located in 18 states. Our approximately 2,900 CPAs, advisors and dedicated staff serve clients in all 50 states and clients with operations in more than 40 countries. Governmental Audit Staff Size BKD has approximately 130 professionals who spend more than 50 percent of their billable hours providing audit services to governmental entities. Location The City's requested services will be primarily provided by our Houston office. We serve clients BKD CPAs &Advisors • in all 50 states & 2700 Post Oak Boulevard l Suite 1500 internationally. Houston, TX 77056 10 BKD Number & Nature of Staff We anticipate providing one partner, one senior manager, one senior associate, and two associates on a full-time basis and one partner(concurring reviewer) on a CONFIDENCE part-time basis to complete the City's audit. If the proposer is a joint venture or consortium,the qualifications of each firm "BKD,LLP demonstrated comprising the joint venture or consortium should be separately identified and the excellent customer service in firm that is to serve as the principal auditor should be noted, if applicable. meeting our needs. Their tBKD is not a joint venture or consortium. excellentcal knowledge was excellent and extremely The firm is also required to submit a copy of the report on its most recent external valuable to our organization. I highly recommend them to quality control review, with a statement whether that quality control review any governmental entity." included a review of specific government engagements. BKD is committed to providing quality audit services to our clients. We submit our Clint Mercer Chief Accountant work to external reviewers who challenge our approach and findings. We are City of Norman,Oklahoma proud of the findings from these reviews, which indicate our process works. Our report contained a rating of"Pass,"which is the best peer review rating available under the current peer review standards. A copy of our most recent AICPA peer review report is included in the Appendix. Our peer review included inspection of engagements performed under Government Auditing Standards. The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three(3)years. From time to time, selected BKD audit engagements are subject to desk review by federal or other regulators. All such reviews during the past three years have shown our work to be generally satisfactory, and no disciplinary or other administrative proceedings have resulted from those reviews. In addition,the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm or its staff during the past three(3)years with state regulatory bodies or professional organizations. There hasn't been any disciplinary action taken or pending against BKD during the past three years with state regulatory bodies or professional organizations. 11 BKD Describe other areas of expertise within the firm that would be available to the City. In addition to your BKD engagement team, the City can have access to a firmwide network of public sector resources, including: ► Auditors and internal auditors ► Single Audit professionals ► Tax advisors ► Internal control and risk assessment advisors ► Employee benefit plan audit professionals ► Form 990 and alternative investment tax specialists ► Human resources and fringe benefit advisors ► Finance advisors ► Litigation support professionals ► Forensic advisors ► Strategic planners ► IT professionals Include the firm's ability to provide technical support throughout the year, including assistance to the City in interpreting and implementing new accounting standards and regulations as well as determining their impact on the City. Year-Round Technical Support We respond to questions quickly and do so without hidden fees. We do not bill for responses to your day-to-day questions that require no significant investment of research, time or other costs. Providing a high level of value for the fees you pay is an integral part of our basic engagement philosophy. If an issue is going to take more than one hour to research, we will inform you in advance of the estimated hours and fees it will require. Assistance on New Standards BKD has developed specific training to assist our clients in adopting new standards. BKD National Public Sector Group comprises professionals who are active in the governmental industry, so they are able to provide the City with timely and proactive communication regarding new pronouncements or reforms specific to governmental entities through our Thoughtware. In addition, when needed, our quality control personnel within the National Office are available for consultation for certain high-risk or technically complex matters. BKD's governmental sector professionals have developed strong relationships with the individuals at GASB, GFOA, state regulatory authorities and various federal funding sources and agencies. Over the years, BKD partners have served on the Emerging Issues Task Force (EITF), the Accounting Standards Executive Committee (AcSEC) and the Governmental Technical Standards Committee of the Professional Ethics Division of the AICPA. 12 BKD As part of our commitment to providing year-round solutions for our clients, we frequently provide technical assistance on interpretations of new and existing pronouncements that may change financial disclosures or affect financial statements. The audit communication letter provided at the end of each audit routinely includes a section on applicable new accounting standards. It is our practice to keep our clients up to date on new accounting and auditing standards. Also,include any opportunities through your firm available to the City for training or continuing professional education credits on current issues or governmental auditing and accounting in general. BKD is serious about accounting thought leadership. We continually look for opportunities to educate others and share our expertise. For example, we offer complimentary webinars and events,which may be eligible for CPE, for clients and friends of the firm. Attendees can benefit from our deep industry knowledge and real-world examples that can help their organizations thrive. Information is communicated in a concise, straightforward manner by industry-trained professionals to keep you informed of ever-changing regulations. In addition,we may offer clients tailored training, customized to your specific area of interest. This custom training also may qualify for CPE upon course approval. To learn more, please visit bkd.com/webinars or discuss a customized training program for your organization with your BKD advisor. BKD, LAP is registered with the National Association of State Boards of Accountancy (NASBA)as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: CPE SPONSORS www.nasbaregistry.org. State your firm's position on responding to client inquiries-the average turnaround time to respond to questions or requests. A successful audit is more than simply an evaluation of your accounting records; it requires frequent coordination between your key staff and your audit team. BKD's professional standards set the expectation that we respond to your questions within one business day, and communicate clearly at each step of the process to help limit duplicative requests for information. In addition, our firm culture emphasizes the importance of proactive communication. You can expect your engagement professionals to offer ideas, updates and guidance throughout the year—not just during the active service process. We believe being a trusted advisor includes being prepared to serve as a sounding board to help clients evaluate how various actions could affect their operations, so they can execute decisions efficiently and with confidence. 13 THIS PAGE INTENTIONALLY LEFT BLANK BKD Partner, Supervisory & Staff Qualifications & Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialists,who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in the State of Texas. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three(3)years and membership in professional organizations relevant to the performance of this audit. Provide as much information as possible, including resumes, regarding the number, qualifications,experience,and training,including relevant continuing professional education, of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured. The most critical factor in providing high-quality service is choosing your engagement team. We take team selection seriously and have the appropriate team of advisors to meet your needs. As previously mentioned, all key professionals who would be assigned to your engagement are properly registered/licensed to practice in the state of Texas or able to practice in the state due to mobility laws, without the requirement to obtain an individual Texas license. Engagement Team Experience Amanda E. Eaves, CPA Partner Engagement Role: Lead Engagement Partner Professional Experience '"� ► Member of BKD National Public Sector Group ► Office Industry Leader—Not-for-Profit, Government and Higher Education ► 20+years of experience providing audit, consulting and accounting services to Texas governments, including municipalities and their component units that receive federal and state funding ► Leads BKD's audit team on several public sector clients including City of College Station, City of Bryan, Bryan Texas Utilities, City of Tomball, and Houston-Galveston Area Council` ► Prior to joining BKD, she spent a year and a half as manager of financial services for a Texas state agency, where she was responsible for managing investments and compliance with the Texas Public Funds Investment Act, debt post-issuance compliance, conduit debt obligations, GAAP accounting and financial reporting, preparation of the comprehensive annual financial report (CAFR) and financial reporting to the Texas Commission on Environmental Quality ► Serves on the BKD Public Sector Center of Excellence, an internal committee of leaders from across the firm who deliberate a variety of issues important to governments I. Serves on internal inspection teams ► Previously served as learning and development director for BKD's Houston office, responsible for establishing, communicating and monitoring continuing education for the Houston office personnel ► Has served on the Special Review Committee of the Government Finance Officers Association (GFOA) of the United States and Canada, where she reviews submitted CAFRs for GFOA compliance Professional & Community Involvement ► Member, American Institute of CPAs 15 BKD ► Member, Texas Society of CPAs ► Member, Government Finance Officers Association ► Member, Government Finance Officers Association of Texas ► Board Member, Greater Houston Women's Chamber of Commerce ► Chair, Greater Houston Women's Chamber of Commerce Bay Area Chapter Education & Certifications ► Licensed CPA, Texas ► B.B.A. degree in accounting, Lamar University, Beaumont, Texas ► AICPA Advanced Single Audit Certificate, demonstrating expertise in performing single audits at an advanced level as outlined by in the AICPA Competency Framework: Governmental Accounting. Continuing Professional Education Amanda E. Eaves, CPA Date CPE Course Completed Hours 3/9/2020 Proposals, Client Acceptance& Engagement Letters (contracts)—Changing BKD's 1 Process (Self-Study) 3/26/2020 Tax Considerations Surrounding COVID-19 (EW-1900) 1 4/3/2020 BKD COVID-19 Weekly Webinar Series—SBA Loans, Payroll Tax Credits&General 1 Business Planning Considerations(EW-1903) 4/7/2020 Higher Education &the CARES Act(EW-1911) 1 4/14/2020 Facing the Crisis: How Nonprofits Can Respond to COVID-19 (EW-1917) 1.5 4/14/2020 (Spring Forensics Institute Webinar 1) Reducing the Impact of COVID-19: An 1 Overview of Business Interruption Claims& Disaster Assistance Loans (EW-1894) 4/23/2020 En Route to Financial Health? Three Business Drivers to Consider(EW-1874) 1.5 4/30/2020 Clearing the Air: Quick Updates on Public Sector COVID-19 Changes (EW-1930) 1 5/5/2020 2020 Employee Benefit Plan Annual Update (IW-1922) 3 2/12/2019 Accounting for Endowments: What You Need to Know(EW-1387) 1.5 3/5/2019 Higher Education R3 Summit: Risks. Regulations. Reputation. (EL-1398) 4 4/23/2019 GASB Update Training (IL-1355) 3.5 5/17/2019 The 2018 Yellow Book: What Changes Do You Need to Know About? (IW1517) 1 5/17/2019 Student Financial Assistance Basics (IW-1061) 2 5/17/2019 The 2018 Yellow Book: What Changes Do You Need to Know About? (Self-Study) 1 5/17/2019 Materiality Pilot Training—Phase 2 (IW-1541) 1 16 BKD Amanda E. Eaves, CPA Date CPE Course Completed Hours 6/4/2019 2019 BKD Government Seminar Agenda (EL-1500) 7 6/5/2019 IT Security Awareness—Social Engineering 0 6/5/2019 IT Security Awareness—Mobile Device Security 0 6/5/2019 IT Security Awareness—Browser& Internet Security 0 6/6/2019 Single Audit Basics (IW-1054) 3 6/21/2019 First Southern Bank—A Case Study in Behavioral Ethics (IW-1566) 1 6/21/2019 2019 Single Audit Update(IW-1569) 1.5 6/21/2019 BKD STI: How to Capitalize on Conference& Networking Event Participation (IL- 6/21/2019 1598) 7/9/2019 Not-for-Profit& Government—Tuesday—Track 4 (LC19) 4 7/9/2019 General Session (LC19) 3 7/10/2019 Not-for-Profit& Government—Wednesday—Track 2 (LC19) 1.5 7/24/2019 Implementing GASB 87: What You Need to Know(EW-1560) 1 8/2/2019 Advanced Topics in Single Audit 6.5 9/26/2019 2019 Fall Tax-Exempt Organization Forum (EL-1620) 2 11/1/2019 2019 A&A Annual Update (IL-1687) 3.5 11/15/2019 Effective Delegation: How Leaders Help Others Grow 1 4/30/2018 IT Security Awareness—Your Role in Protecting Our Clients, the Firm &Yourself 0 5/1/2018 Understanding & Implementing Revenue Recognition: Part 2 (EW-1030) 1.5 5/17/2018 2018 Spring Tax-Exempt Organization Forum (EL-1022) 2 5/25/2018 Student Financial Assistance Basics (IW-1061) 3 6/12/2018 Single Audit Basics (IW-1054) 3 8/17/2018 ASU 2018-08: Clarifying the Scope and the Accounting Guidance for Contributions 1 Received and Contributions Made(IW-1173) 8/17/2018 BKD STI: The Five Skill Sets of the Modern Business Developer(IL-1174) 1 9/20/2018 Fall Tax-Exempt Organization Forum (EL-1200) 2 17 Amanda E. Eaves, CPA Date CPE Course Completed Hours 9/28/2018 Personal & Professional Ethics for Texas CPAs 4 10/8/2018 New Leases Standard Training (IL-1185) 5 10/26/2018 GFOAT Fall Conference 7.5 11/9/2018 2018 A&A Annual Update 4 11/13/2018 SKYx 11 11/16/2018 BKD STI: Executive Presence: Hard to Describe But You Know It When You See It 1 (IL-1346) 11/16/2018 Ethics & Fraud Considerations (IW-1347) 1 12/10/2018 2018 Annual AICPA EBP Conference Update (Self-Study) 1 12/10/2018 2018 Employee Benefit Plan Annual Update (Self-Study) 2 Total 112 Kevin Kemp, CPA Partner Engagement Role: Concurring Reviewer Professional Experience ► Regional industry leader for BKD National Public Sector Group ' � ► 25+ years of experience providing audit and management consulting services to a client 4 'CP base that includes municipalities and their component units, counties, utilities, state agencies and numerous service-related entities receiving government assistance ► Helps clients obtain tax-exempt financing, analyze expansion opportunities and improve internal controls ► Has served as primary contact for numerous clients, provided review services for Single Audit engagements and maintained contacts with regulatory agencies ► Has recruitment and training responsibilities Professional & Community Involvement ► Member, American Institute of CPAs ► Member, Texas Society of CPAs ► Associate Member, Government Finance Officers Association ► Associate Member, Government Finance Officers Association of Texas ► Member, Government Finance Officers Association Special Review Committee ► Board Member, Junior Achievement of Dallas ► Regional Industry Leader—Not-for-Profit, Government and Higher Education 18 BKD Education & Certifications ► Licensed CPA, Arkansas and Texas ► B.B.A. degree in accounting, University of Central Arkansas, Conway Continuing Professional Education Kevin Kemp, CPA Date CPE Course Completed Hours 1/12/2019 IT Security Awareness- Mobile Device Security 0 2/25/2019 Higher Education R3 Summit: Risks. Regulations. Reputation. (EL-1401) 4 3/8/2019 Ethics & Fraud Considerations (Self-Study) 1 4/23/2019 GASB Update Training (IL-1355) 5 5/17/2019 Materiality Pilot Training - Phase 2 (IW-1541) 1 5/17/2019 The 2018 Yellow Book: What Changes Do You Need to Know About? (IW-1517) 1 6/13/2019 Dallas Public Sector Seminar(EL-1511) 4 6/21/2019 BKD STI: How to Capitalize on Conference& Networking Event Participation (IL- 6/21/2019 1598) 6/21/2019 2019 Single Audit Update(IW-1569) 1.5 6/21/2019 First Southern Bank-A Case Study in Behavioral Ethics(IW-1566) 1 7/9/2019 General Session (LC19) 3 7/9/2019 Not-for-Profit&Government-Tuesday-Track 1 (LC19) 4 7/10/2019 Annual Partner/Managing Director Business Meeting (LC19) 3 7/10/2019 Not-for-Profit& Government-Wednesday-Track 2 (LC19) 3 7/28/2019 AICPA Peer Review Industry Update: Governmental-Governmental Auditing 3 Standards 10/18/2019 GASB 84 -Fiduciary Activities Update (IW-1717) 1 11/1/2019 2019 A&A Annual Update(IL-1687) 5.5 11/22/2019 Proposals, Client Acceptance and Engagement Letters (contracts)-Changing BKD's 1 Process (IW-1767) 12/13/2019 TeamMate Analytics Overview, Sampling &Journal Entry Testing (IW-1808) 1 1/5/2018 CAQ Fraud Case Study- Kendallville Bank 2.5 1/26/2018 SKY Professional Development Series: The Power of Intentionality: Elevating Your 2 Impact in Your Firm & in Your Career(IL-856) 19 BKD Kevin Kemp, CPA Date CPE Course Completed Hours 2/28/2018 Ethical Challenges and Risk Management Opportunities (Self-Study) 1 3/16/2018 Risk Assessment Series -Planning Meetings (Self-Study) 1 4/29/2018 IT Security Awareness-Your Role in Protecting Our Clients, the Firm &Yourself 0 6/22/2018 BKD STI: Closing: Why Do We Make It So Complicated? (IL-1125) 1 7/1/2018 Personal and Professional Ethics for Texas CPAs (Video) 4 7/12/2018 Not-for-Profit& Government(LC18) 7.5 7/13/2018 General Session (LC18) 4 7/13/2018 Annual Partner/Managing Director Business Meeting (LC18) 3 7/26/2018 IT Security Awareness-Social Engineering 0 8/17/2018 BKD STI: The Five Skill Sets of the Modern Business Developer(IL-1174) 1 8/24/2018 Summer 2018 Governmental Seminar-Little Rock(EL-1116) 3 9/3/2018 Ethics & Risk Management: The Appropriate Use of Emails, Texts and Emojis (Self- 1 Study) 9/19/2018 Charitable Giving Strategies After Tax Reform (EW-1192) 1 10/5/2018 New Leases Standard Training (IL-1185) 5 10/26/2018 New Accounting &Auditing Standards Training (IW-1259) 3 10/26/2018 BKD STI: Building Social Capital to Elevate Relationships& Results (IL-1306) 1 11/2/2018 2018 A&A Annual Update 3.5 11/28/2018 IT Security Awareness-Browser& Internet Security 0 12/25/2018 Arkansas Board Ethics 1 Total 89.5 20 Shekita S. Rawls, CPA Senior Manager Engagement Role: Audit Manager , digir ter Professional Experience ► 10+years of experience providing audit, consulting and accounting services to clients in a variety of industries. ► Emphasis is on not-for-profit and governmental organizations, including higher education institutions, municipalities, foundations and membership and service organizations. ► Performs audits in accordance with Government Auditing Standards issued by the Comptroller General of the United States and audits of organizations that receive federal and state funding and require audits in accordance with the Office of Management and Budget Compliance Supplement and Texas Uniform Grant Management Standards, as well as agreed-upon procedures in accordance with grantor requirements. ► Assists clients with preparing financial statements and reports to meet financial reporting and other regulatory disclosure requirements ► Advises clients on future accounting pronouncements and assists with new standard implementation Professional & Community Involvement ► Member, American Institute of CPAs ► Member, Texas Society of CPAs ► Member, Government Finance Officers Association ► Member, Government Finance Officers Association of Texas. ► Serves as the Houston office Champion for BKD's SKY initiative, a collaborative program that fosters a culture that recognizes and supports maximizing the potential of all. Education & Certifications ► Licensed CPA, Texas ► B.S. degree in accounting and an M.Acc. degree, University of North Texas, Denton Education & Certifications Continuing Professional Education (since joining BKD in November of 2019) Shekita S. Rawls, CPA Date CPE Course Completed Hours 4/7/2020 Higher Education &the CARES Act (EW-1911) 1 4/13/2020 Facing the Crisis: How Nonprofits Can Respond to COVID-19 (EW-1917) 1.5 4/15/2020 Basics of EBP Audits—Course 1: Intro & Overview (Key Terms, Audit 1 Requirements) & Loans 4/15/2020 Basics of EBP Audits—Course 2: Investments 1 21 BKD Shekita S. Rawls, CPA Date CPE Course Completed Ho" 4/17/2020 Basics of EBP Audits—Course 4: Contributions& Distributions 1 4/17/2020 Basics of EBP Audits—Course 3: Participant Data and Eligibility Testing, Revenues 1 & Expenses 4/18/2020 Basics of EBP Audits—Course 5: Compliance Issues& FS Overview 1 4/19/2020 2019 Annual AICPA Employee Benefit Plan Conference Update (Self-Study) 1 4/20/2020 ESOP Presentation & Disclosure (Self-Study) 1 4/21/2020 2019 Employee Benefit Plan Annual Update (Self-Study) 2.5 4/29/2020 Clearing the Air: Quick Updates on Public Sector COVID-19 Changes (EW-1930) 1 5/5/2020 2020 Employee Benefit Plan Annual Update (IW-1922) 3 11/8/2019 2019 A&A Annual Update(IL-1687) 5 11/22/2019 Proposals, Client Acceptance & Engagement Letters (contracts)—Changing BKD's 1 Process (IW-1767) 11/22/2019 BKD STI: Understanding Client Needs (IL-1768) 1 12/11/2019 BKD Culture—Unmatched Client Service° 1.5 12/11/2019 keynet Training (Self-Study) 1.5 12/13/2019 Independence—Historical Insights &Today's Rules 3 12/13/2019 BKD STI: Leveraging Crucial Conversation to Enhance Client Relationships (IL- 12/13/2019 1818) 12/13/2019 TeamMate Analytics Overview, Sampling &Journal Entry Testing (IW-1808) 1 12/13/2019 SKY Professional Development Series: 50 Ways to Fight Bias (IL-1746) 2.5 Total 33.5 22 Rosena D. Startzman, CPA Senior Associate Engagement Role: Audit In-Charge ,- tv Professional Experience ► Provides audit and attestation services to companies of varying size, structure and operation with a focus on BKD's public sector clients and their component units, including municipalities and public power entities. ► Her experience includes Single Audits, and implementation of GASB accounting standards and governmental auditing standards. ► She serves as a data champion for the BKD Houston office, providing guidance on data analytics, audit efficiencies and training programs. ► Assists clients with preparing financial statements and reports to meet financial reporting and other regulatory disclosure requirements ► Advises clients on future accounting pronouncements and assists with new standard implementation Professional & Community Involvement ► Member, American Institute of CPAs. Education & Certifications ► Licensed CPA, Texas and Nebraska ► B.B.A. degrees in accounting and finance, College of Business Administration at the University of Nebraska—Lincoln, ► Graduate of the Master of Professional Accountancy program at the University of Nebraska—Lincoln, receiving the Federation of Schools of Accountancy award in recognition of superior achievement in post-baccalaureate accounting education. Continuing Professional Education Rosena D. Startzman Date CPE Course Completed Hours 1/11/2020 2020 Annual SEC & PCAOB Update (IW-1811) 2.5 4/30/2020 Clearing the Air: Quick Updates on Public Sector COVID-19 Changes (EW-1930) 1 1/2/2019 The 7 Habits of Highly Effective People: Habits 1-3 1 1/6/2019 The 7 Habits of Highly Effective People: Habits 4-7 1 4/27/2019 Business Development for BKD Associates 0.5 4/27/2019 Business Writing Skills 1 5/17/2019 The 2018 Yellow Book: What Changes Do You Need to Know About? (IW-1517) 1 23 BKD Rosena D. Startzman Date CPE Course Completed Hours 5/17/2019 2019 Employee Benefit Plan Annual Update (V-1450) 2 6/21/2019 2019 Single Audit Update(IW-1569) 1.5 6/21/2019 First Southern Bank—A Case Study in Behavioral Ethics (IW-1566) 1 6/26/2019 2019 Audit Level 2 25 8/16/2019 Personal & Professional Ethics for Texas CPAs 4 9/23/2019 keynet Training (Self-Study) 1.5 11/8/2019 2019 A&A Annual Update(IL-1687) 5 11/22/2019 Proposals, Client Acceptance& Engagement Letters (contracts)—Changing BKD's 1 Process (IW-1767) 12/2/2019 2019 Annual AICPA Employee Benefit Plan Conference Update (Self-Study) 1 12/13/2019 Teammate Analytics (IL-1769) 4.5 12/13/2019 TeamMate Analytics Overview, Sampling &Journal Entry Testing (IW-1808) 1 12/13/2019 SKY Professional Development Series: 50 Ways to Fight Bias (IL-1746) 2.5 1/12/2018 2018 Camp BKD—Audit 42.5 3/20/2018 Independence—Historical Insights and Today's Rules 2.5 4/13/2018 2018 Employee Benefit Plan Annual Update(IL-1039) 2 5/18/2018 Ethics & Risk Management: The Appropriate Use of Emails, Texts& Emoji (IW- 1 1073) 5/20/2018 IT Security Awareness—Your Role in Protecting Our Clients, the Firm &Yourself 0 6/22/2018 New In-Charge Training (Local Office) 8 9/17/2018 Fraud Series: Common Threads in Financial Statement Frauds 1 9/17/2018 Fraud Series: Accounting Estimates—Where Fraud May Be Hiding 1 9/30/2018 Fraud Series: Financial Statement Fraud Detection 1 9/30/2018 Fraud Series—Using ACL to Detect Financial Statement Fraud 1 10/4/2018 2018 Audit Level 1 32 10/19/2018 New Leases Standard Training (IL-1185) 5 24 OILY Rosena D. Startzman Date CPE Course Completed Hou 10/26/2018 A&A Government Basics—Session 1 1 11/2/2018 2018 A&A Annual Update 4 11/3/2018 IT Security Awareness—Browser& Internet Security 0 11/16/2018 Income Tax Accounting 101: What You Need to Know(IW-1348) 1 11/16/2018 Ethics & Fraud Considerations (IW-1347) 1 12/5/2018 2018 Annual AICPA EBP Conference Update (Self-Study) 1 12/14/2018 Impact of the New Credit Loss Standard on Financial Institution Series (IW-1365) 1.5 12/14/2018 Accounting Profession Insights with Eric Hansen (IW-1360) 1 12/22/2018 Basics of EBP Audits—Course 1: Intro&Overview(Key Terms,Audit 1 Requirements) & Loans 12/22/2018 Basics of EBP Audits—Course 2: Investments 1 12/23/2018 Basics of EBP Audits—Course 4: Contributions& Distributions 1 12/23/2018 Basics of EBP Audits—Course 3: Participant Data& Eligibility Testing, Revenues& 1 Expenses 12/29/2018 Basics of EBP Audits—Course 5: Compliance Issues& FS Overview 1 12/30/2018 ESOP Presentation & Disclosure (Self-Study) 1 Total 171.5 Additional Resources Lindsey D. Oakley, CPA . Partner Professional Experience ► Member of BKD National Public Sector Group ► Serves in BKD's National Office accounting and auditing department, where she provides technical support to auditors, implements new professional standards and performs concurring reviews on engagements. She also serves as the firmwide government and not- for-profit technical coordinator. ► Joined the National Office in 2012 after working in the Springfield, Missouri, office where she provided audit and consulting services for not-for-profit organizations, governmental entities and real estate companies. 25 _..Oaf. . , ...., ... ..,�. Professional & Community Involvement ► Member, American Institute of CPAs (AICPA) ► Member, Missouri Society of CPAs. ► Serves on the Executive Committee of the AICPA Governmental Audit Quality Center. ► Lead adopter of the AICPA's Advanced Single Audit Certificate Program. This certificate requires the ability to evaluate and analyze the core concepts related to client acceptance, engagement planning, engagement analysis and concluding an engagement as well as guiding principles for Single Audits at an advanced level as outlined in the AICPA Competency Framework: Governmental Auditing. Education & Certifications ► Cum laude graduate of Missouri State University, Springfield, with a B.A. degree in accounting, and in 2005 received an M.Acc. degree. Danny A. Martinez, CPA, CGFM Managing Director Professional Experience ,.., , ► Member of BKD National Public Sector Group illA i A ► Provides advisory and consulting services related to a variety of technical accounting issues and assists clients with implementation of new accounting standards ► Oversees audit engagements for governmental entities, including many that require a Single Audit in accordance with the Uniform Guidance ► 13+years of experience providing audit, advisory and training services to a client base that includes counties, utilities, school districts, municipalities and their component units, state agencies, tribal governments and other entities that receive federal assistance. Professional & Community Involvement ► Zone 3 (GASB) chair for the American Institute of CPAs Technical Issues Committee, a group that provides a voice for its constituents in the standard-setting process. ► Membership director for the Dallas Chapter of the Association of Governmental Accountants. ► Member, Texas Society of CPAs ► Member, New Mexico and New Mexico Society of CPAs Education & Certifications ► Graduate of the University of Southern California, Los Angeles, with a B.S. degree in accounting ► Licensed CPA, Texas and New Mexico ► Holds the Certified Government Financial Manager®designation ► American Institute of CPAs Advanced Single Audit Certificate 26 BKD Continuing Professional Education Our audit professionals are required to receive at least 120 hours of CPE every three years. For auditors involved with audits performed under Government Auditing Standards, this education includes the hours required to comply with Government Auditing Standards Yellow Book guidance. All individuals, including specialists involved in performing fieldwork on Government Auditing Standards audits, are required to obtain at least 24 hours of CPE every two years in subjects directly related to governmental auditing or the governmental environment. In addition, engagement team members responsible for planning, directing or reporting on Government Auditing Standards audits who spend more than 20 percent of their time performing Government Auditing Standards audits also are required to complete a minimum of 80 hours of CPE every two years that directly enhances their professional proficiency to perform audits. BKD offers an internal industry update seminar for managers through partners, as well as a seminar for our in- charge level employees. These seminars include auditing and accounting issues that are specific to governmental clients, including Government Auditing Standards, Single Audits and accounting standards for governmental financial reporting. BKD professionals also receive additional training from external sources. Recognized Learning & Development TOP Since 2014, BKD has been ranked among Training magazine's Training Top 125. We also I25 have received Chief Learning Officer magazine's LearningElite award since 2016, 2019WINNER including a Gold-level recognition in 2018 and 2019. These programs rank an organization's excellence in employer-sponsored training and recognize outstanding "'' 'xN�wuttrtic�x' M__.L_. outcomes in learning and development. Lk jDOINGELIT ORGANIZATION Staff Continuity Continuity of staff assigned to engagements is one of our primary goals. Whenever possible, we keep a consistent client service team working for you. This helps reduce the learning curve and saves you the time, frustration and disruption of dealing with new advisors unfamiliar with your organization. Past experience is a primary determinant for assigning professionals to your engagement, and we assign individuals who are experienced in working with municipalities. Though it is impossible for any firm to know the future career paths of its professionals, many BKD clients have been served by substantially the same BKD engagement team for years. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm,are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the City of Pearland,Texas. However, in either case,the City retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of the City,which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer if replacements have substantially the same or better qualifications or experience. The City reserves the right to request removal of personnel. 27 In the event we are required to make a change to any key personnel assigned to your engagement, we will discuss this with you to explain the circumstances and proposed change. Your lead engagement partner, Amanda Eaves, will be coordinating personnel changes. We generally do not remove key personnel from an audit once it has begun, but occasionally employee turnover or other events beyond our control require such a change. If a personnel change is required, we are confident we can provide a qualified replacement to complete your audit with limited interruption. We understand engagement team members, consultants and firm specialists mentioned in our response to this RFQ can only be changed with the prior express written permission of the City, which retains the right to approve or reject replacements. 28 BKD .: s. Prior Engagements with the City of Pearland, Texas List separately all engagements within the last five years, ranked based on total staff hours,for the City by type of engagement(i.e.,audit,management advisory services, other). Indicate the scope of work,date,engagement partners,total hours,the location of the firm's office from which the engagement was performed,and the name and telephone number of the principal client contact. As mentioned, BKD has had no professional relationships involving the City or any of its component units in the previous five years. Similar Engagements with Other Government Entities For the firm's office that will be assigned responsibility for the audit,list the most significant engagements (minimum-5) performed in the last five years that are similar to the engagement described in this request(similar in size to Pearland, i.e. population,annual budget). These engagements should be ranked based on total staff hours. Indicate the scope of work,date,engagement partners,total hours,and the name and telephone number of the principal client contact. Also, indicate whether the CAFR issued in connection with the audit was awarded the GFOA's Certificate of Achievement for Excellence in Financial Reporting and if in compliance with GASB 34. Our clients are our best ambassadors, and we encourage you to contact them about their satisfaction with our services. The following clients have consented to discussing BKD's services and service delivery with you at your convenience. City of College Station, Texas* Ms. Mary Ellen Leonard Director of Fiscal Services 979.764.3645 College Station,TX Scope of work: Financial statement audit, single audit Dates of engagement(s): 2018 to present Engagement partner: Amanda Eaves Total hours: 575 CAFR Program award: Yes GASB 34 compliance: Yes City of Mesquite, Texas* Ms. Debbie Mol Director of Finance 972.216.6287 Mesquite,TX Scope of work: Financial statement audit, single audit, agreed upon procedures Dates of engagement(s): 2015 to present Engagement partners: Kevin Kemp Total hours: 672 CAFR Program award: Yes GASB 34 compliance: Yes 29 BKD City of Bryan, Texas and Bryan Texas Utilities* Mr. William Smith Assistant Finance Director SUPPORT 979.209.5000 Bryan,TX Scope of work: Financial statement audit, single audit Dates of engagement(s): 2019 to present yBKD just completed the first year audit engagement with Engagement partner: Amanda Eaves the City. The transitional year Total hours: 780 went extremely smooth. CAFR Program award: Yes BKD's staff did an excellent GASB 34 compliance: Yes job working with our staff during the transition. During Houston-Galveston Area Council* the engagement,BKD Ms. NancyHaussler provided knowledgeable support and guidance. The Chief Financial Officer audit was completed on 713.993.4510 schedule,and BKD always Houston,TX completed their deliverables Scope of work: Financial statement audit, single audit on time." Dates of engagement(s): 2019 to present Allen Herink Engagement partner: Amanda Eaves City Comptroller Total hours: 510 City of Omaha,Nebraska CAFR Program award: Yes GASB 34 compliance: Yes City of Midland, Texas* Ms. Christy Weakland Comptroller 432.685.7218 Midland,TX Scope of work: Financial statement audit, single audit, agreed upon procedures, assistance with CAFR preparation Dates of engagement(s): 2017-present Engagement partners: Kevin Kemp Total hours: 900 CAFR Program award: Yes GASB 34 compliance: Yes 30 BKD BKD's Representative Lists of Clients BKD and your local Texas team is proud to work with a variety of public sector clients nationwide. Please see below for our sample lists. Governments and Single Audit Clients located in Texas City of Abilene,TX^# Generation Park Management District City of Balch Springs,TX Harris County Emergency Services District 60 City of Bryan,TX^# Harris County Hospital District# City of College Station,TX^# Harris County Industrial Development City of Decatur,TX Corporation City of Hurst,TX Houston Food Bank and Subsidiaries# City of Keene,TX Houston Galveston Area Council^# City of Kennedale,TX^ Houston Public Media City of Kerrville,TX^ Legacy Community Health Centers, Inc.# City of Lancaster,TX^ Letourneau University# City of McKinney,TX^# Lone Star Community Health Center# City of Mesquite,TX^# Matagorda County Hospital District# City of Midland,TX^# North Channel Water Authority City of Roanoke,TX^ North Texas Food Bank# City of South Houston,TX Parker University# City of Texarkana,TX^ Port Authority of San Antonio# City of Tomball,TX^ South Texas College of Law, Houston# Aliana Management District St. Edwards University, Inc.# Baptist Hospitals of Southeast Texas and Tarrant County Hospital District DBA JPS Health Subsidiaries# Network# BCFS Health and Human Services# Texas Municipal Power Agency Brazos Higher Education Authority, Inc.# Texas Southern University Bryan Texas Utilities Town of Addison,TX^ Central Harris County Regional Water Authority Town of Highland Park,TX^ Citizens Medical Center# University of Dallas# Dallas County Hospital District DBA Parkland University of Houston Health and Hospital System# University of North Texas System Development Corporation of Abilene University of St.Thomas# El Centro De Corazon# West Ranch Management District Galveston County Health District# Wise County Water Supply Other Counties & Municipalities City&County of Denver, CO^# City of Fayetteville,AR^# City of Arvada,CO^# City of Fishers, IN# City of Aurora, CO"* City of Fort Collins, CO# City of Beatrice, NE# City of Fort Smith,AR^ City of Bellevue, NE# City of Grand Island, NE# City of Bentonville,AR^# City of Kansas City, MO^## City of Colorado Springs,CO^# City of Lawton, OK$ City of Conway,AR# City of Lincoln, NE^# 31 City of Little Rock,AR^# City of Texarkana,AR^ City of Nebraska City, NE City of Westminster,CO^# City of Norman,OK# Consolidated City of Indianapolis—Marion City of Omaha, NE# County, IN^ City of Phoenix,AZ^# Douglas County, NE# City of Pine Bluff,AR# Hinds County, MS# City of Ralston, NE Jackson County, MO# City of Springdale,AR# Sedgwick County, KS# "Denotes client who earned recognition under the Government Finance Officers Association's(GFOA) Certificate of Achievement for Excellence in Financial Reporting Program #Denotes client with single audit requirements Other Governmental Entities Airport Authority of the City of Lincoln, NE Indianapolis Airport Authority Central Arkansas Water Kansas City Board of Public Utilities, Kansas Cherokee Nation and Cherokee Nation Minneapolis/St. Paul Metropolitan Airports Entertainment Commission Choctaw Nation Housing Authority Mississippi Department of Corrections Choctaw Nation of Oklahoma Missouri Department of Transportation City Utilities of Springfield Municipal Energy Agency of Mississippi Colorado Water Resources Development& Nebraska Lottery Power Authority Oklahoma City-County Health Department Community and Economic Development Omaha Public Power District Association of Cook County, Inc. Pikes Peak Library District Denver Urban Renewal Authority San Diego County Regional Airport Authority Fayetteville Public Library State Universities Retirement System of Illinois Hinds County Board of Supervisors Teachers' Retirement System of the State of Illinois Gaming Board Illinois Other Single Audit Clients Airport Authority of the City of Lincoln, NE Housing Authority of the City of Little Rock,AR Allegheny County Airport Authority Indiana Housing and Community Development American College of Emergency Physicians Authority Ball State University Indianapolis Airport Authority Bill and Hillary Clinton National Airport, a Jackson County, MO Component Unit of the City of Little Rock,AR Little Rock Water Reclamation Authority City of Springdale,AR Minneapolis/St Paul Metropolitan Airports Community and Economic Development Commission Association of Cook County, Inc. Mothers Against Drunk Driving Consolidated City of Indianapolis—Marion National Math &Science Initiative, Inc. County, IN Parker University Fort Smith Regional Airport San Diego County Regional Airport Authority Fort Wayne—Allen County Airport Authority Susquehanna Area Regional Airport Authority Healing Hands Ministries, Inc. University of Kentucky Hinds County Board of Supervisors University of Missouri System 32 BKD Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed,to perform the services required in Section II of this request. Financial Statement Audit in Accordance with Government Auditing Standards & the Uniform Guidance What is an Audit? Auditing standards set the technical requirements for our process, culminating with the expression of our opinion on the presentation of your financial statements. Our audit will be performed in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. What is an Audit Experience? While auditor selection should start with evaluating technical competence, it also should extend to your expectations for a service experience. Your audit experience includes how your engagement is managed, how you and your team are treated, the quality and timeliness of communication you receive and your confidence in the results and guidance you receive. We want you to consider our philosophy around independence, integrity and quality, along with our commitment to Unmatched Client Service and the strength of your proposed engagement team. The BKD Differences That Matter Our people are key components of what differentiates a BKD audit. Through intentional training and our People firm culture,our teams integrate a commitment to quality with an appreciation for client needs and expectations. We also bring relevant industry experience,which means you will not be required to train our staff. The engagement executive managing your audit will maintain a high level of involvement with the City by delegating appropriate tasks to other audit team members as needed while remaining engaged with you Leadership and the audit team. Our engagement executives are on site and participate in the supervision and delivery of your audit. Challenging matters or simple misunderstandings can arise,and they shouldn't be ignored. While our responsibility is to issue an appropriate opinion on your financial statements,it is important for us to help Communication keep your team informed of issues as they occur and recommend the appropriate solution. Our philosophy is to be courteous and professional,communicate timely and make reasonable requests. We are committed to treating you and your team with candor and respect. Technology plays a growing role in our audit as we adopt new tools to enhance our effectiveness and efficiency. We have invested heavily in improving dynamic workflows and increasing our audit data Technology analytics capabilities. Though we use traditional tools such as Excel,we also delve deeper into analytic tools with TeamMate Analytics and ACL,unstructured data with Kira and artificial intelligence and trend analysis with MindBridge. These technologies,combined with our secure portal,help improve our results, enhance your experience and increase the insight we can provide. 33 BKD Onboarding & Project Management Your BKD audit experience starts as soon as you select us. Our priorities include building rapport with your team, developing a deeper understanding of your operations and collaborating with you on the design and expectations of our service relationship. These efforts are part of the BKD Smooth Transition TM approach. The proposal process has provided us with the basics of your organization, but learning more will help us serve you better. If not already completed, we will finish the details of client acceptance to confirm what we have learned and verify confidential information not already obtained, such as litigation history or other sensitive matters. We will address various elements of project management with you, including how you will use BKDconnect Client Sites, our secure portal, to exchange and track information, BKD connect { Client Sites the key dates of our processes and refinements to the details discussed in this proposal. We will schedule the professionals outlined in this proposal and coordinate with your team on details, such as timing of visits to your location and discussions with your leadership. Proposed Timeline Engagement Phase Timing Team Members Review of Prior Auditor Workpapers July 2020 Partner/Senior Manager (initial year only) 411.11116111 Detailed Audit Plan and Entrance Conference with Key Accounting August 2020 Partner/Senior Manager Personnel Interim Work and Progress Conference August/September 2020 Partner/Senior Manager with Assistant and Director of Finance /Associates/IT Specialist Fieldwork, including Entrance Conference with Assistant and Director December 2020/January 2021 Partner/Senior Manager/ of Finance at Commencement and Exit Associates Conferences upon Completion Draft Reports February 2021 Partner/Senior Manager/ Associates Conference with City Manager February 2021 Partner/Senior Manager Conference with Audit Committee February 2021 Partner/Senior Manager File CAFR with Council/City Secretary February 2021 Partner/Senior Manager 34 Executing the Audit Once we have established our overall process and communication plans with you, the detailed work can begin. Key elements of that work include: Risk Assessment We will identify and assess risks of material misstatement in your financial statements, including those from potential fraud. Our work is supported by building a strong understanding of your business environment through documents you provide and by gathering information through interviews and tests for significant transaction cycles. Assessing IT Risks For clients with complex systems, our risk assessment also includes a more focused evaluation of your IT systems. Entities with greater IT risk often manage high-volume, automated transactions or otherwise rely heavily on how systems create and manage data that affects financial statement amounts and disclosures. In your environment, obtaining a strong understanding of your systems is important, and our feedback may help you evaluate your own risks. In addition to using our traditional auditors, we may engage professionals from our IT Risk Services (ITRS) division to assist in that evaluation. These individuals can offer specialized experience with specific systems or with overall IT matters such as logical security, change management, computer operations and other areas where risk and fraud relevant to financial reporting can occur. Audit Design Based on risks identified, we will design an audit approach specific to your organization. This tailoring takes into consideration the uniqueness of your operations, the design of internal controls you have implemented and the nature of financial statement amounts and disclosures. We consider whether matters are truly important (materiality), as well as obtain input about concerns from the audit committee to design the tests we will perform. Gathering Evidence Once the plan is complete, we will execute the audit through a combination of on-and off-site work performed in accordance with the agreed-upon timeline. Reviewing the Work Critical to our process is a review of the team's work by our engagement executive, as well as a quality review by another executive who is independent from the detailed work. The quality review is designed to improve our deliverable by providing a fresh perspective and reinforcing quality. Sharing Our Results We base our audit opinion on the evidence gathered and then communicate our findings. Professional standards drive the content of our opinion and the required communication about any deficiencies and other items we may identify during the audit. Beyond these requirements, we share results formally through our letters and presentations to the audit committee, as well as opportunities for improvement through conversations during the audit process. 35 BCD Compliance Audit in Accordance with the Uniform Guidance BKD performs hundreds of Single Audits annually, focusing on two objectives: first, an audit of your financial statements and reporting on the Schedule of Expenditures of Federal Awards(SEFA) in accordance with Government Auditing Standards, and second, a compliance audit for federal awards expended during the fiscal year in accordance with the Uniform Guidance. Approximately one-third of our not-for-profit and governmental clients receive federal funding. Our extensive experience with compliance testing in accordance with OMB requirements can help provide the City with a Single Audit performed properly and submitted on time. Our Approach During our audit procedures of federal award programs, we do not simply look for findings to report. We look for opportunities to advise you of more efficient ways to comply with federal regulations to reduce the risks of sanctions or reduced funding. BKD has developed contacts at federal agencies and has been able to work cooperatively with these agencies to help clients resolve or avoid issues. Entities subject to the Uniform Guidance and Government Auditing Standards will benefit from BKD's specially designed audit programs, checklists and database of federal audit programs. Identification and testing of your federal programs will be performed primarily during interim fieldwork, which will typically be performed before your fiscal year-end. We have found this to be the most efficient manner in which to perform our audit services when the additional Uniform Guidance requirements are present. Training Requirements for Single Auditors The City can have confidence in BKD auditors'experience in testing federal funding subject to the Uniform Guidance. As mentioned, our audit professionals are required to receive at least 120 hours of CPE every three years, and for auditors involved with audits performed under Government Auditing Standards, this education includes the hours required to comply with Government Auditing Standards Yellow Book guidance. Staff members attend a series of core audit and accounting courses over the first four years of their careers. Staff subsequently receive additional training on accounting and auditing for the not-for-profit and governmental environment. Audit of Federal Programs BKD routinely provides compliance audits of federally funded programs for public sector entities including programs funded by the U.S. Environmental Protection Agency, U.S. Department of Homeland Security, U.S. Department of Housing and Urban Development, U.S. Department of Transportation and many other federal agencies. Broad Audit Risk Considerations Some risk considerations apply across nearly all of our audits. We pay particular attention to the following items: Significant Accounting Estimates Nearly all financial statements have significant estimates in amounts and disclosures, even when not readily apparent. Estimates may include amounts ultimately collectible from third parties, expected losses or costs occurring at a specific amount and time, etc. We will gather information supporting management's estimates and challenge key assumptions used to develop these amounts. We also will test estimates on available data and historical trends and document our conclusions on the reasonableness of recorded amounts. 36 BKD Risk of Management Override of Controls When considering fraud, auditing standards require evaluating the risk that management could override existing controls. We will perform interviews of selected individuals, apply an element of unpredictability in our testing and brainstorm as a team to evaluate risks and possible actions based on our observations. We also will perform journal entry testing, review estimates for bias and significant changes and consider the business rationale for significant unusual transactions. Procedures & Risks Specific to the Public Sector Audit procedures can vary, but they often include traditional observation, sampling and testing combined with more advanced deployment of technology for trend analysis, summarization of documents and assessment of large data sets. Our work with hundreds of clients in the public sector means our advisors are very familiar with entities similar to the City. While no two audits are the same, certain activities are common to governmental entities. Specific risk areas for the City are likely to include: Investments This is a significant audit area due to the risks associated with the proper and timely valuation of investments. We employ a variety of audit procedures in this area, including the use of third-party confirmations, obtaining an understanding of management's assessment of fair values, and fair market value testing to published sources. In addition, we evaluate the disclosure requirements and help determine the adequacy of completeness and accuracy of the disclosures. Accounts Receivable & Deferred Inflows of Resources & Unearned Revenue These areas are often a significant risk due to the subjective nature of the City's estimate for the allowance for doubtful accounts and the proper recognition of revenue for funds that report using the modified accrual basis of accounting and the current financial resources measurement focus that is consistent with the City's policy. We will test the cutoff of various revenue sources, such as taxes, government grants and customer utility accounts, and review the revenue journal both before and after year-end. We may confirm significant accounts receivable, as well as a sample of others to test both existence and proper classification, if considered necessary. In addition, we will test deferred inflows of resources by reviewing subsequent collections and perform various analytical procedures to test both completeness and proper classification of the balances, consistent with the City's policy of recognizing revenue on the modified accrual basis of accounting. Capital Assets We will audit the capital asset rollforward activity of each opinion unit, focusing on significant additions and disposals during the year. Current-year additions will be tested to appropriate supporting documentation. A review of repair and maintenance accounts will be performed to help identify whether material additions have been capitalized. New lease agreements will be reviewed to identify whether they have been accounted for properly. Depreciation expense also will be tested for reasonableness, and certain analytical procedures will be performed on the capital outlay line items for governmental funds associated with the conversion to government- wide reporting. 37 BKD Long-Term Debt This is typically a risk due to the presence of one or more significant debt covenants. We review the associated debt documents to help gain an understanding of the flow of funds prescribed for any pledged revenues. We review the covenants and obtain evidence through inquiry and other means, including the recalculation of any financial covenants, to support the conclusion that all covenants have been met and all debt service payments have been made timely. We also will confirm the annual payment activity and ending balances of certain bonds, notes and leases payable with trustees. In the case of any refunded debt in the year being audited, we will recalculate the accounting gain or loss by reviewing trustee statements and bond documents to test for proper classification and footnote disclosures. We also will inquire about your policy on reviewing each bond and note for applicable IRS arbitrage requirements, prepare a list of bonds and notes subject to IRS arbitrage requirements and the most recent arbitrage calculation prepared for each bond and challenge the calculation performed to test for completeness and obligations of the City. Net Position/Fund Balances Procedures we perform in this area include vouching (or cross-indexing to work performed in other areas)of significant increases and decreases to net position, recalculation of net investment in capital assets for enterprise funds and governmentwide activities, review of documentation supporting the establishment and classifications of new accounts and testing of various nonspendable, restricted, committed and assigned fund balance accounts based on supporting documentation of donor and grantor agreements, enabling legislation, formal actions of city council, such as ordinances and resolutions and other formal policies. Revenue Recognition Professional standards include a rebuttable presumption that for each audit, there is a risk of material misstatement due to fraud relating to improper revenue recognition. Our approach is to gain an understanding of the revenue recognition criteria and policies and then perform a variety of inquiry, analytical and substantive audit procedures to confirm our understanding. Uniform Guidance Testing We will discuss with management and review the preliminary SEFA as of an interim date to determine the likely major programs for testing. We will conduct the majority of our testing prior to year-end and will share our results with you prior to final fieldwork. During final fieldwork, we will assess whether there are any additional major programs that would require testing and conclude our compliance and internal control procedures related to OMB's Uniform Guidance expenditures in agreement with the conclusion of the audit of the financial statements. Utility Receivables & Unbilled Revenues We will use several methods to audit your receivables and the estimate of unbilled revenues, including using look- back reports, reviewing historical collection methods and assessing of the aging and payor mix of your accounts receivable detail. We will analytically review key ratios such as days in accounts receivable and charge-off rates compared to industry averages and prior year results to help us reach our audit conclusions. We will work with your team before year-end on the allowance to see that we understand your methodologies and conclusions. Finally, we use data analysis software to test subsequent billings and receipts and the accuracy of revenue cutoff to help validate the year-end accounts receivable balance and any unbilled revenue amounts. 38 BKD Pensions & Other Post-Employment Benefit Obligations Due to the subjective nature of the estimation processes associated with determining the estimated Other Post- Employment Benefit (OPEB) obligations liability, we will obtain and test the specific actuarial calculations for the OPEB liability. First, we will evaluate the professional qualifications and reputation of the actuary. We will read the actuarial reports to obtain an understanding of the methods and assumptions employed and evaluate the cost method used and the significant assumptions underlying the actuarial calculations. Select testing of the underlying data used in the calculation will be performed. We will evaluate the valuation, cost and amortization methods for consistency. The other significant underlying assumptions such as discount rates, rates of return and medical cost trends will be compared with independent external studies of assumptions by such noted organizations as Milliman Medical Index, SEI Pension Accounting Research Series and the Towers Watson annual health care trend survey. IT We will use IT audit professionals and employ audit procedures to test whether the controls within your IT environment are sufficient to allow us to rely on the information generated by your IT platform. These tests will include identification of critical internal controls, detailed walkthroughs of transactions, testing the functionality of the key IT controls identified and review of change management protocols, access controls and overall IT security. GASB Issues New Lease Standard With the upcoming GASB 87, the way leases are handled in public sector accounting is about to change. While this new rule is intended to provide clarity for users of financial statements, it brings a host of considerations for both lessors and lessees. Governmental entities will be allowed to transition using the facts and circumstances in place at the time of adoption, rather than retroactive to the time each lease was begun. Offerors will be required to provide the following information on their audit approach: a. Proposed segmentation of the engagement b. Level of staff and number of hours to be assigned to each proposed segment of the engagement Proposed Audit Segmentation Estimated Hours Staff Level Risk assessment procedures, including meetings with officials& staff, preliminary analytics, review minutes&design of audit 40 All Professionals procedures based on assessed risks Document&evaluate internal controls 32 Senior Manager& Associate Obtain financial policies & procedures, bond documents, leases Senior Manager, & grants &other items for our permanent file 16 Manager&Associate Substantive procedures &analytical review techniques 210NI All Professionals q CAFR preparation and review 56 All Professionals 39 BKD Proposed Audit Segmentation Estimated Hours Staff Level Single Audit testing 52 Senior Manager& Associate Supervision, review &technical assistance 80 Partner/Senior Manager Client conferences & meetings to review audit reports 8 Partner& Senior Manager Reporting—Report to audit committee and city council 4 Partner& Senior Manager c. The extent to which statistical sampling is to be used in the engagement, including sampling methods,size and areas of use. Although it is not possible to set absolute rules for identifying sample sizes, we apply our professional judgment in identifying the appropriate sample size. The objective is to test the population to obtain reasonable confidence that the test objectives have been met. Sample sizes are controlled by the following considerations: ► Tolerable error(precision)—as the expected monetary conclusion becomes more critical, sample size should increase to tighten the range of the extrapolated estimate ► Significance of the account to the financial statements—as the significance increases, sample size should increase ► Assessment of internal control risk—as assessed risk is reduced, sample size for substantive tests should decrease ► Extent of other substantive audit procedures related to same audit objective (tests of detail, as well as analytical review)—as the extent of other procedures increase, sample size should decrease ► Frequency and magnitude of expected errors—as the frequency and magnitude of expected errors increase, sample size should increase ► The size of the population to be sampled and whether a sample is appropriate We anticipate using certain data extraction tools, such as TeamMate Analytics, in selecting and testing samples or complete populations, where appropriate. These effective tools allow us to efficiently test larger amounts of data. d. Extent of use of EDP software in the engagement Enhancing an Audit with Technology BKD is a leading firm in working with the development of the AICPA's Dynamic Audit Solution Initiative that focuses on the audit of the future. We believe technology should do more than just execute an audit, which is why we're continuing to invest in significant technological enhancements. Our aim is to make the service process smoother and improve the client experience. We're going beyond simply adapting to an electronic environment— we're deploying tools that harness data analytics, artificial intelligence and powerful benchmarking solutions, all while emphasizing the importance of security and confidentiality. 40 BKD Unstructured Data Analysis Kira is a data analysis platform that can help accelerate data organization and improve our ability to identify issues when assessing a large volume of documents. Beyond optical character recognition, Kira allows us to quickly and effectively process contracts, leases, debt agreements and other documents to extract relevant information to address disclosures and risk areas sooner. Data Analytics Our data analytics capabilities continue to expand. While common platforms such as Excel provide some level of data query and investigation, we train our personnel on more advanced tools. Tools such as TeamMate Analytics and ACL help us ingest and normalize various types of reports you might provide and perform sophisticated analysis on the resulting data. We are piloting the use of artificial intelligence through MindBridge, an even more advanced application that allows us to upload multiple years of general ledger and subledger(receivable and payable) data. Using these tools, we can run analytics on 100 percent of the City's transaction detail to detect potential anomalies and patterns that indicate risk. Direct Data Ingestion In 2019, we began our first pilot using tools such as Audit Accelerator, powered by Validis, to directly connect to client systems and securely extract a copy of the general ledger and other accounting records. This allows us to have the data for more sophisticated analysis and saves you substantial time in creating general ledger and trial balance reports, as well as reducing other document requests that can be derived from that data, such as aging details and invoice records. Direct data ingestion is a growing technology space, but the vast variety of systems that clients use can create some limitations. Current tools are compatible with a handful of major accounting applications, and we can evaluate whether our tools would be a good fit for the City. Improving Business Process Workflows While our industry-tailored forms have been an important differentiator in our practice thus far, we're now moving to more sophisticated and dynamic checklists and workflows. We believe this new approach will increase efficiency and improve the data gathering experience for all parties. This evolution is enabling greater use of electronic signatures for contracts and will be integral to improved data sharing and transparency between BKD and our clients. BKDconnect Client Sites We view project management as having multiple elements, with communication, timeliness and facilitating efficient exchanging of information among the most key. As mentioned, BKDconnect Client Sites is an innovative client portal designed to help address the challenges financial engagements present and conveniently connect you with our advisors. BKDconnect Client Sites can make it easier to: ► View and manage information about your engagement or project ► Share documents and files with your BKD advisors and project teams ► Organize documents and files for retrieval ► Assign tasks to your team and receive requests for information from BKD ► Track the progress of tasks toward completion ► Access our award-winning, industry-specific articles, webinars, videos and more 41 BKD e. Type and extent of analytical procedures to be used in the engagement Analytical procedures involve auditing a material assertion or account balance by investigating its relationship to an expectation such as other accounts, historical trends or other related measures. BKD recognizes that stronger analytical procedures can help reduce or eliminate other substantive procedures that are usually more time consuming. We would typically consider: ► Ratio analysis—comparing relationships among account balances, ratios, nonfinancial data, budgets or industry averages ► Reasonableness tests—using financial and/or nonfinancial data to develop an expectation of an account balance Successfully using analytical procedures requires auditors to ask the questions: ► What is the risk of material misstatement? ► How would we find those misstatements? ► Have I gathered enough audit evidence? When analytical procedures provide sufficient evidence, other substantive audit procedures should not be necessary. If analytical procedures are not sufficient, some combination of analytical and substantive procedures is likely to be the preferred approach. f. Approach to be taken to gain and document an understanding of the City's internal control structure Understanding your operations and the design of your controls helps create an effective and efficient audit process. When performing our first audit, this effort is more substantial. There are several data sources we intend to use, including your prior auditor. Our first objective is to identify those resources that might advance our understanding without extra effort on your part. If you have documentation of your organizational structure, control environment (including technology) and the controls you have in place, along with any testing of those controls, we can often just read and supplement that information as needed. Even when clients have effective controls, their documentation is often limited, so additional effort may be required. When starting with limited documentation, we will: ► Perform a risk assessment using your financial statements to identify the relevant areas for documenting our understanding and related testing. While we want to have an understanding of your operations, it isn't necessary for us to document every control, particularly when a control is not related to a significant audit area. ► Ask you to complete industry-specific questionnaires that summarize your control structure. You might complete these forms directly or we may interview you to guide the process, or some combination of both. This process includes understanding your information system and related controls. ► Identify who performs or can perform control activities. We can use industry-based assignment of duties forms to capture those assignments. ► Assess and/or identify key controls you have in place for significant areas of risk. We will look for gaps in your design and potential overlapping assignments of duties that could or should be segregated. ► Perform limited tests of design effectiveness of control activities. These tests will help us evaluate whether our documentation matches the activities occurring. 42 BKD ► Consider extended tests of controls. In some cases, your information may be so complex or voluminous that extended control testing is needed to rely on your control and reduce other substantive testing in our audit. ► Summarize recommendations for your consideration. For minor deficiencies or suggestions, we may discuss changes during our audit. For others, including significant deficiencies or material weaknesses, we will prepare written recommendations for your consideration. ► In periods following our first audit, the majority of our understanding and documentation will be complete. Going forward, we focus on changes that have occurred and continue performing tests of design effectiveness or expanded testing to evaluate whether control design has remained the same. g. Approach to be taken in determining laws and regulations that will be subject to audit test work Identification of applicable laws and regulations will begin with an inquiry of the City as to your understanding of applicable laws and regulations. In addition, our reviews of various documents, indentures, agreements, etc., will be designed to encompass known laws and regulations within the scope of the audit. We are experienced in auditing municipalities in the state of Texas and are familiar with the laws and regulatory environment in which you operate. h. Approach to be taken in drawing audit samples for purposes of tests of compliance The sampling approach anticipated to be used in connection with the various areas of the audit is judgmental in nature. The size and nature of the population being tested, along with the assessed risk of the associated financial statement line item affected, will determine the size and approach for selecting a sample. Sample sizes will be sufficient to meet requirements of the various state and federal laws and regulations. We anticipate using data extraction tools, such as ACL's data extraction and analysis software, in certain situations in selecting and testing samples or complete populations, where appropriate. i. List of standard schedules required to be prepared by client Please see the example list of standard schedules requested included in the appendix. 43 THIS PAGE INTENTIONALLY LEFT BLANK BKD Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems,and the adoption of new laws or accounting audit principles that might affect the audit,the firm's approach to addressing these problems and any special assistance that will be requested from the City. Communication of Audit Problems While we do not anticipate significant audit problems, we understand the importance of good channels of communication with key engagement team members to facilitate the discussion of issues that may arise. Once we commence final fieldwork, we would ask for management's participation in weekly progress meetings that would facilitate such communication and allow for timely identification and response to problems that may be encountered. Adopting New Standards New accounting standards and regulations often require significant evaluation prior to implementation. While the implementation plans and final results are ultimately the client's responsibility, we aim to do the heavy lifting upfront by helping analyze any new requirements and formulating an appropriate adoption plan. Our active industry involvement and experience serving hundreds of public sector entities nationwide exposes us to the latest industry developments, and we have significant experience effectively communicating new standards to similar clients. Our Expectations of Your Staff In working with similar clients, we have developed efficient approaches that aim to avoid wasted effort. Your participation helps control costs, reduce unnecessary disruptions and meet deadlines. We need your team to maintain records in good condition, provide the necessary schedules and cooperate with our audit team. Most clients routinely prepare these records and schedules during their normal monthly or annual closing process. Specific assistance from your personnel may include: ► Preparing a complete and accurate general ledger trial balance by account, to which very few adjustments are needed ► Preparing accurate audit schedules to support all significant balance sheet and certain other accounts ► Responding to auditor inquiries ► Preparing confirmation and other letters ► Pulling selected invoices and other documents from files ► Helping to resolve any differences or exceptions noted ► Completing documentation of internal controls ► Completing financial statements and footnote information 45 THIS PAGE INTENTIONALLY LEFT BLANK BKD Report Format Include sample formats for required reports—examples of similar clients'CAFRs. Please follow the links below to access example client CAFRs, which include sample formats for required reports. Fiscal Year 2019 CAFR for the City of Bryan, Texas Fiscal Year 2019 CAFR for the City of College Station, Texas Fiscal Year 2019 CAFR for the City of Mesquite, Texas 47 THIS PAGE INTENTIONALLY LEFT BLANK Unmatched client service isn't just a slogan at BKD; it's the Z backbone of our culture. Theodore D.Dickman,CPA 01111 Chief Executive Officer I BKD THIS PAGE INTENTIONALLY LEFT BLANK BKD Required Forms Guarantees — Appendix C APPENDIX C GUARANTEES—PROFESSIONAL AUDIT SERVICES, RFQ#0520-39 The proposer certifies it can and will provide and make available, at a minimum, all services set forth in Section II, Nature of Services Required. Signature of Official: Name (typed): Amanda E. Eaves,CPA Title: Partner Firm: BKD,LLP Date: June 2. 2020 a - 28 I 32 51 BKD Warranties — Appendix D APPENDIX D WARRANTIES — PROFESSIONAL AUDIT SERVICES, RFQ#0520-39 A. Proposer warrants that it is willing and able to comply with State of Texas laws. B. Proposer warrants that it has or is willing and able to obtain an errors and omissions insurance policy providing a prudent amount of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof. C. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the CITY OF PEARLAND, TEXAS. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Official: dfritt.Name (typed): Amanda E. Eaves, CPA Title: Partner Firm: BKD,LLP Date: June 2,2020 FaQe 29 of 32 52 BKD Conflict of Interest Questionnaire I CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B.23,84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Da:e Received has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.008(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day alter the date the vendor becomes aware o1 facts that require the statement to be filed. See Section 176.006(a-1).Local Government Code. A vendor commits an offense it the vendor knowingly violates Section 176.006.Local Government Code.An offense under this section is a misdemeanor. I Name of vendor who has a business relationship with local governmental entity. J Check this box if you are filing an update to a previously filed questionnaire.iThe law requires that you file an updated completed questionnaire with the appropriate tiling authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information Is being disclosed. Name of Officer MJ Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income.from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B),excluding gifts described in Section 176.003(a-1). t,f., June 2,2020 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www ethics state ti.us Revised 1 t'30 2015 53 BKD House Bill 89 Verification House Bill 89 Verification Amanda Eaves (Person name), the undersigned representative (hereafter referred to as "Representative") of BKD, LLP (company or business name, hereafter referred to as "Business Entity'), being an adult over the age of eighteen(18)years of age,after being duly sworn by the undersigned notary,do hereby depose and affirm the following: 1. That Representative is authorized to execute this verification on behalf of Business Entity; 2. That Business Entity does not boycott Israel and will not boycott Israel during the term of any contract that will be entered into between Business Entity and the City of Pearland; and 3. That Representative understands that the term"boycott Israel"is defined by Texas Government Code Section 2270.001 to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. difalx.d te SIGNATURE OF REPRESENTATIVE SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on this 2nd day of June , 20 20, (1 JLI'2 J �1 0., Notary Public CONNIE SUE PELLETIER . •f_Notery Public,Stets of Texas ' Y<� Comm.Expires 07-28-2022 's' Notary ID 6084060 54 BKD Insurance Agreement Citypf of Pearland Purchasing Department 281.6521767 or 3519 Liberty Drive 281.652.1790 Pearland,TX 7758' Fax 281 652.1738 Contractor Insurance Requirements& Agreement Requirements Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s)evidencing the coverages and coverage provisions identified herein. Contractor's insurance will be primary payer.Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required.The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. TYPE OF INSURANCE AMOUNT OF INSURANCE PROVISIONS 1. Workers'Compensation Statutory Limits City is to be listed as additional Employers'Liability $100,000 per occurrence insured with wavier of subrogation and 30 day notice of cancellation or material change in 2 Commercial General(Public) Personal Injury-$1,000,000 per coverage. Liability to include coverage for: person,Property Damage- a) Premises/Operations $1,000,000 per occurrence. b) Products/Completed General Aggregate-$1 000,000 Operations c) Independent Contractors d) Personal Injury e) Contractual Liability 3 Business Auto Liability to include Combined Single Limit- coverage for $1,000,000 a) Owned/Leased vehicles b) Non-owned vehicles c) Hired vehicles Certificate of Insurance forms may be emailed to Purchasing Department at ebidst ioearlandtx aov. questions regarding required insurance should be directed to City of Pearland Purchasing Department at ebids(dioearlandtx qay. This form must be signed and returned with your bid/quotation You are stating that you do have the required insurance and if selected to perform work for the City,will provide a certificate of insurance,and a copy of insurance policy with the above requirements to the City A purchase order will not be issued without evidence of required insurance. Agreement I agree to provide the above described insurance coverages within 10 working days rf selected to perform work for the Cary of Pearland, I also agree to provide the City evidence of insurance coverage on any and all subcontractors performing work on the project Project/Bid#Professional Auditing es/RFOs 0520-39 Company: alto.to � C Signature and Printed Name: (A.1� Amanda E. Eaves, CPA 55 BKD Non-Collusion Statement Os '1a • 1 ,,��CGGC�rtrtDRDRtLt C NON-COLLUSION STATEMENT "The undersigned affirms that they are duly authorized to execute this contract, that this company, corporation,firm,partnership or individual has not prepared this bid in collusion with any other bidder, and that the contents of this bid as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any other person engaged in this type of business prior to the official opening of this bid." Vendor BKD,LLP Address 2700 Post Oak Boulevard.Suite 1500 Houston.TX 77056 Phone Number 713.4994600 Fax Number 713.499 4699 Email Address aeaves@bkd.com Bidder(Signature) Position with Company Partner Signature of Company �! � Official Authorizing This Bid l! Company Official(Printed Name) ^'nand E.Eavcs,CPA Official Position Pa-tnt'r 56 BKD Example List of Standard Schedules Requested Faae*yt Coy.Ten* Intertrts PIC Litt I801C Thesdloarerg s(At9dit>Veeeduesited belire reap'ended 5Belearb4r 3Q 2071)All ere/04S.sMJdaf7ee to the general ledger trod e P4ase trshatte al rtyuenteeit9M in#8cltgnie Rpeine((EWsl,Word. Adcte,eto)*her available. Psi MOW Item Requested ;,r.,r.a'.gr Let r r,tn',C Lebt,and tArte.aerre,rc.e:-,ur.tr,-..s.rcr a,=cunt:hed at 4:t ea.e ..• as:meltmmbers and we rah determined paper or electrcnecorfirmatlure an be compered General F eti)AI Nov,*paperrvmptart aruv S-Avgq topes ia^fvmrw•s mfvr egyvnV.for,ss-:^•y,s tx ov.,tn: [mural 2 Pelrneiery F32020 Trial Eldercare Etter Sonnet(by sealant punter) 3 Anal Ind balrce foe FY2019 in Eater Sonnet(bs-a¢aunt number)-fest yes only Genteel 4 AWP LSO-Entry WWI Cana*•please review and eaarp'tae ter fl7020 General 5 AWP 1E1-IT Cannot-please rerea and complete kr FY2020 Gerwd 6 AWP 1E2-Cash tritons Controls pease resew and wrplete for P32020 Gere.at 7 AWP 193-Cash Ountoat Connell•p4taue re'iew Widedmplete ler FY2020 Gessed 6 ket194•Payral CciriY94,5•*VA tear,arm cuts ere fog 0C2432 General 9 AWP 1136-Investing and Finance Controls-please review and complete for FY2020 General 10 AWP 1137-TMRS Controls-please review and complete for FY2020 General 11 AWP 080-Entity and Environment Questionnaire-please review and complete for FY2020 General 12 AWP 150-Client Nanning Questionnaire-please complete for FY2020 A detail schedule of legal fees incurred showing payee,date,amount and a description of the matter for which service was provided.All General 13 Weal invoices should also be available for review. General 14 Copies of all agreements and contracts for permanent file: Lease agreements(capital leases,operating leases,etc) Line of credit or notes payable agreements Debt policy Articles of incorporation or by-laws,or other enabling legislation Investment management agreements Investment policy Employee Vacation/PTO policy My other accounting policies/manuals Other related party agreements Organizational chart for operations and management of the organization Pension,Post-Ret&Profit-Sharing Plan Documents and Adoption Agreements Employee handbook Tax Abatement Agreements General 15 Copy of GFOA comments from FY2019 CAFR General 16 Gty's response to GFOA comments General 17 Copy of FY2019 Audit management letter(SAS Letter) Schedule of insurance coverage for all insurance policies held by the Gty.Schedule should include type of coverage,coverage limits, Insurance 1 deductible,any claims in excess of insured amounts,major changes during the current yearend name of the insurer. Other Liabilities 1 YTD Payroll Register for 1/1/2019-12/31/2019(Pension Plan Measurement Date is December 31) Other liabilities 2 New Hire Listing for all hires for 1/1/2019.12/31/2019(Pension Plan Measurement Date is December 31) Other liabilities 3 Termination Listing for all employees termed for l/12 01 9-12/3 1/2 0 19(Pension Plan Measurement Date is December 31) Other liabilities 4 Census Data Fleas of 12/31/19for both TMRS Other liabilities 5 TMRS Authorized user list(to be obtained from TMRS) Other Liabilities 6 Were there any Pension changes/Gty Council ordinances in 20197 If yes,please provide copies. Other Liabilities 7 Pension reports submitted for 2019 Other Liabilities B OPE8Census Data File from Actuary for most recent valuation Budget 1 Copy of the original budget that agreesto the budget approved by the City Council for FY2020 Budget 2 Copy of budget adjustments that agree to approved ordinances for FY2020 Single Audit 1 Schedule of expenditures of Federal and State awards Interim Feklwork date(preliminary) Single Audit 2 Completed 1120-SA:Int Cntrl Over Compliance-Control Environment and Risk Assessment lCQ Single Audit 3 Letters received from state or federal agencies concerning financial or performance audits 57 • BwRPM QSY.TwI Haul Fkftdwnek•PBC Uri NOTE;The following,t lad 0--ate rerprrded for Ike year ended September El 2010.AN schedules amid free to the woadhedge legal beleRee.Pea,e prndde Al regraested hems le deelene k berm(Wild. Word,Adobe,etc.(YAren avadade. Category Fie lid -' w:wivastgd Expwow)Dwew Rws word Nwtw. 1 An elettrorrk ille tercel a tab defln'.:raTl-%urn,lm-.r .•n'•>st ions ToriT32T1sheuldlnebadebedr manual nnf•i:crra'd Caasreai I martini General 2 Prekmmaey laid balance for 9/30J2.3 In S ant prnr to canmencnlg field work General 3 Ceples of an!mural mirk,paed:c 141020 TB after paovldkrg prelkeAsry lelalgalance Copies of any cc.agreements or mntrars Ice anendaeeeds of edging dacumerdsl not[embody provided In"acre.r Seri/MCC General 4 during interim fieldwork Dermal S list a'Payments made tc Mayo,Council Members,and Related Parties M FY2020to present.R Pane,*spay send email gating'nor' Cash seconciLLtnorss ea 3/30 foe al funds,atrmne—Reconclbaticns should basest detail to of ma galling checks by check number and Cash 1 a detail Bst of aN deposits in transit. Cash 2 Reconciliation of pooled cash by fund Cash 3 September 30(year-end)bank statements for all accounts Cash 4 October 1(subsequent to year-end)bank statements for all accounts Schedule of all interfsmd and Intrafund bank transfers within 5 business days before and 5 business days after 9/30 for all cash and Cash 5 Investment accounts Cash 6 Restricted Cash Summary Schedule and reasons for restrictions on cash accounts Investments 1 September 30(year-end)bank statements for all Investment accounts Investments 2 Investment Rollforward-Purchases and sales from 10/1 thru 9/30 Investments 3 Year-end report from bank showing collateral Investments 4 Schedule of accrued Interest by investment and fund total Schedule of Interest Income by fund reconciled to the trial balance.(Detail Includes notes receivable,premium and discount Investments 5 amortization,bank account and Investment earnings,etc.) Accounts Receivable 1 Property Tax Rolifurward Accounts Receivable 2 Schedule of original charge/assessment of property taxes for current year to he collected In subsequent year. Accounts Receivable 3 Detail list of delinquent taxes by year levied.Schedule should include historical%collected for minimum of?years. Lintel current year collections of property taxes by year levied and should differentiate between current and delinquent collections Accounts Receivable 4 BKD will need to trace and agree these collections to deposit In the respective tank statements. list of all subsequent receipts on property taxes after year-end(property taxes relating to current fiscal year,but not collected until after year-end).list should include the amount and the necessary information to trace and agree to deposit In the respective bank Accounts Receivable 5 statements.(All funds) Accounts Receivable 6 Schedule of other tax collections at 9/30.Schedule should be by fund and include a List of all subsequent receipts. Accounts Receivable 7 Court Citations Balance Report from 10/1/19 to 9/30/20 Accounts Receivable 8 Court Aging of Open Cases from 10/1/19 to 9/30/20 Accounts Receivable 9 Unavailable Revenue Schedule and Analysis Accounts Receivable 10 Unbilled W/S Revenue at 9/30/20 Spreadsheet Accounts Receivable 11 Utility System GL Reconciliation Report at 9/30/20 Accounts Receivable 12 Utility Account Aging Report at 9/30/20 Accounts Receivable 13 Utility Subsequent Collections Report(October Monthly Transaction Report) Detail Schedules of all other significant accounts receivable by type and fund at 9/30.Schedule should Include a list of subsequent Accounts Receivable 14 receipts to he traced to the respective bank statements. Inventory 1 Physical Inventory Details for each fund ALL CAPITAL ASSETS SHOULD BE LISTED BY GOVERNMENTAL-TYPE AND BUSINESS-TYPE ASSETS(COST BASIS AND DEPRECIATION). IN ADDITION,DEPRECIATION SHOULD BE FURTHER CATEGORIZED BY FUNCTION Capital asset rolforward schedules for all capital assets at 9/30/20.Schedules should include beginning cost basis al 9/30/19, additions,deletions and ending cost basis at 9/30/20.Additlons/deletions should be distinguished from transfers between funds. Capital Assets 1 Separate rollforward should be prepared for governmental activities and business type activities. Detail listing of all capital assets purchased and disposed of during the current year.Disposal list should caloubte gain or loss on Capital Assets 2 disposal,if any.This list Is subject to sampling.therefore,purchase invoices and proceeds on sale are subject to examination. Detail listing of all construction in progress(OP)at 9/30.Schedule should indude balance of CIP at 9/30/19,additions,deletions and Capital Assets 3 ending balance of Cie at 9/30/20. Capital Assets 4 Interest capitalization calculation at 9/30. A detail schedule of repair and maintenance expense for each such general ledger account showing vendor,date,amount and a Capital Assets 5 description of the repair. Capital Assets 6 Detail for Developer Contributions for the fiscal year Capital Assets 7 Reconciliation of capital outlays to capital additions for FY(fi available) Capital Assets 8 Detail of Depredation Expense by Function A schedule of prepaid expenses showing desaiption/payee,period covered,beginning balance,payments,expense and ending Other Assets 1 balance. Accounts Payable 1 Detail/AP Aging Schedule of all accounts payable type accounts at 9/30 by account/fund reconciled to the trial balance Check register or disbursement Journal by fund for all checks/disbursements from the period of 10/1/19 through the end of field work. Accounts Payable 2 (Should include regular chedbs,ACTT payments,and wire transfers) W alkforward of long-terry.debt.-Roliforward schedule f or all general obligation and proprietary fund debt(to include bonds,capital leases,notes payable,etc.).Schedule should Include the beginning balance,additions,payments(deletions)and ending balance at Debt 1 9/30/20.Should also Include interest expense by debt issue and fund and any accrued Interest portion at 9/30. Schedule of debt maturities and Interest by debt issue for the next 5 years and 5 year increments starting the 6th year until date Debt 2 maturity.(For debt footnote schedule tle oust) Schedule of amortization of bond discounts,bond premiums,and any gain/loss on debt refunding,by Issue and fund for year-end Debt 3 9/30. Calculation of galn/loss on any bond refunding,that occurred in current year.Copy of loumal entry to record the refunded debt Debt 4 Debt 5 Economic gain/loss calculation on refunded debt.(Investment firm handling the refunding usually performs this calculation) Debt 6 Copies of any arbitrage calculations performed during the current year. Debt 7 Revenue bond Interest&sinking calculation at 9/30/20 58 BKD Debt 8 Revenue bond coverage calculation for the year ended 9/30/20 Summary schedule of compensated absences to include hinge benefits.This schedule should include the current and long-term Other tlabilitles 1 pardons byfund.In addition.the schedule should Include the beginning balance.additions,deletions and ending balance at 9/30 Detailed reports to support the summary schedule of compensated absences.These reports should include personnel,number of Other Liabilities 2 hours sick/vacation accrued and rate of pay at 9/30. Other Liabilities 3 A schedule showing the ealeoslation of accrued salaries and wages payable at year end by account/fund Other Liabilities 4 Payroll Register for last pay date in FY2020 Other Liabilities 5 Payroll Register far first pay date in FY2020 Other Liabilities 6 Detail of Retainage Payable Other Llabllhles 7 Reconciliation of customer deposits between deposit summary report and Gil balance. Other Liabilities 8 Supporting detail for customer deposits outstanding at year-end Detail schedule of unearned revenue by fund at 9/30.The ability to trace and agree deferred revenue cash receipts received In the Other Liabilities 9 current year to the respective bank statements will be required. Other Liabllmes 10 Calculation and support for OPEB asset/liability Other Liabilities 11 Copy of actuarial valuation for OPEB Other Liabilities 12 Detail of material other accrued liabilities by account/fund at 9/30. Other Liabilities 13 Copy of GASB 68 entry for Pension pbns and related calculation schedules Other Liabilities 14 Copy of GASB 75 entry for OPEN plan and related calculation schedules nsurance 1 Copies of any current year ordinances amending City's Self-In aired and Risk Management programs nsurance 2 Workers Comp Detail Listing of Expenditures by Account nsurance 3 General Liability and Workers Comp IBNR Schedule/Lag Report nsumnce 4 Actuary Report for IBNR nsurance 5 Estimated Medical Dental SeN3nsurance Fund 18NR Liability Calculation nsurance 6 Medial Claims Lag Report from 10/1/18 through 11/30/19 nterfund 1 Schedule of interfund Transfers nterfund 2 Due To Due From Schedule Fund Balance 1 Summary Schedule of Fund Balance/Net Position classifications by type and fund Calculations and support for classifications of fund balance/net position for current year-this Includes ordinances,codes.agreements. Fund Balance 2 etc Fund Balance 3 Detail of Unspent Bond Proceeds at 9/30/20 Fund Balance 4 Calculation of net Investment in capital assets Rev&Exp 1 Detail of all miscellaneous revenue and expense accounts at 9/30. Rev&Exp List of all new operating lease commitments entered into during current year.Ust should Include amount of lease.All lease 2 agreements should be available for review upon selection. Rev&Fop 3 Schedule of Tax Abatement Programs and Amount of Taxes Abated by program Rev&Exp 4 Copies of new or amended Tax Abatement Agreements for Perm File Single Audit 1 Schedule of expenditures of Federal and State awards through 9/30(final year end) Single Audit 2 SEFA to CAFR Reconciliation Single Audit 3 Final Listing of Major Program Expenditures that agrees to SEFA Report Prep 1 Provide calculation of the Internal Service Fund allocation Report Prep 2 GASP 34 Conversion Calculation Repon Prep 3 GASB 34 Program Revenue Schedule Report Prep 0 Reconciliation of modified accrual statements to full accrual Report Prep 5 CAFR Financial Schedules(Including cash flow statements) Report Prep 6 CAFR Footnotes Report Prep 7 CAFR Statistical Section Report Prep 8 CAFR Transmittal and MD&A 59 • DAY AICPA Peer Review Letter j J l American Institute of CPAs C P� Peer Review Program 220 Leigh Farm Road Administered by the National Peer Review Committee Durham,NC 27 707-8 1 10 October 26,2017 Theodore Dickman BKD, LLP 201 N Illinois St Ste 700 Indianapolis,IN 46204 4224 Dear Theodore Dickman: It is my pleasure to notify you that on October26,2017,the National Peer Review Committee accepted the report on the most recent System Review of your firm.The due date for your next review is November 30, 2020. This is the date by which all review documents should be completed and submitted to the administering entity. As you know, the report had a peer review rating of pass. The Committee asked me to convey its congratulations to the firm. Thank you for your cooperation and support of the profession's practice-monitoring programs. Sincerely, ZA(44/121w Michael Fawley Chair-National PRC nprc@aicpa.org 919-402-4503 National Peer Review Committee CC:Candace Wright, L Bennett Firm Number: 900010002800 Review Number: 552103 T 1 919 402 4502 I ` ' 919 40:4876 I nprc@aicpa big 60 BKD BKD Peer Review Report p 8EN 8550 United Plaza Blvd.Ste.1001 - Baton Rouge,LA 70809 4 225-922-4600 Phone - 225-922-4611 Fax - pncpa con, Po ttvthw,vty&NuttlrviUc Posaethwade 8 NetteMae and Associates;11 C. Report on the Firm's System of Quality Control To the Partners of RKD.1.1.P and the National Peer Review Committee We have reviewed the system of quality control for the accounting mid auditing practice of BKD_ LLP(the firm) applicable to engagements not subject to PCAOB inspection in effect for the year ended May 31,2017. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Pecr Reviews established by the Peer Review Board of the Antenican Institute of Certified Public Accountants(Standards). A Sunman of the nature objccti.Cs.scope_ limitations of and the procedures performed in a Ss stem Re kw as described in the Standards may he found at www.uicpa,orafprsamman, The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards.if any.arc evaluated by a peer reviewer to determine a peer review rating. Firm's Responsibility The finn is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The fine is also responsible for evaluating actions to promptly rcmcdiatc engagements deemed as not performed or reported in conformity with professional standards.when appropriate_and for rcmcdiating weaknesses in its system of quality control,if any. Peer Reviewer's Responsibility Our responsibility is to express an opinion on the design of the system of qualits control and the firnt's compliance therm ith based on our re.icw. Required Selections and Considerations Engagements selected for rem icis included engagements performed under Government Atuliitng Siandurdv.including compliance audits under Single Audit Act:audits of employee benefit plans.audits performed under FOICIA. an audit of carrying broker-dealers.and examinations of ten iec organizations I SOC 1 and SOC 2 engagements I. As parr of our peer net mew.we considered reviews by regulatory entities as communicated to the firm.if applicable. in determining the nature and extent of our procedures. Opinion In our opinion.the system or quality control for the accounting and auditing practice of BKD. I.I,P applicable to engagements not subject to PCAOB inspection in effect for the,car ended Nla. 31.2017.has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Finns can receive a rating of pass, pass with deficiency(ies)or fail. BKD,LLP has received a peer review rating of pass. z Y Z � Baton Rouge,Louisiana October 6.2017 61 1310) BKD Firm Profile BKD CPAs&Advisors can help individuals and businesses realize their goals.Our dedicated professionals offer solutions for clients in all 50 states and internationally.BKD and its subsidiaries provide a variety of services,combining the insight and ideas of multiple disciplines in a wide range of industries. About BKD Unmatched Client Service® , Mission Statement You want industry expertise delivered by someone who speaks The mission of BKD is to always strive for excellence in your language and understands your issues.Someone who providing services to clients,create rewarding career can help you solve problems with a formula that's equal parts opportunities and maintain sound professional,business integrity,innovation,excellence and passion.BKD understands. and financial standards. We're so committed to providing Unmatched Client Service that we wrote a book about it—The BKD Experience:Unmatched Quick Facts Client Service. • Clients:Individuals and private and publicly traded International Solutions businesses in the health care,manufacturing, distribution,financial services,construction and BKD is one of the largest North American members of real estate industries,as well as not-for-profit and Praxity.Atsel.•,a global alliance of independent firms serving governmental entities clients in approximately 100 countries.We offer multinational • Total Personnel:Approximately 2,900 clients a gateway to the global marketplace with services • Partners&Principals:Approximately 300 delivered by alliance firms committed to the highest standards • Net Revenues:$663 million required in international business. • Fiscal Year-End:May 31 • Founded:1923 ITV Professional Affiliations • Locations:40 offices serving clients in all 50 states and internationally BKD is a member of the American Institute of CPAs and its 'Praxity,OSBL Is a global alliance of independent firms,Organised as an three quality centers:Center for Audit Quality, Employee international not.for•profit entity under Belgium law,Praxity has its Benefit Plan Audit Quality Center and Governmental Audit executive office in Epsom.Praxity-Global Alliance Limited is a not-for- profit company registered in England and Wales,limited by guarantee, Quality Center. and has its registered office in England.As an Alliance.Praxity does BKD is registered with the Public Company Accounting not practice the profession of public accountancy or provide audit,tax. consulting or other professional services of any type to third parties. Oversight Board,which is required to serve as an independent The Alliance does not constitute a joint venture,partnership or network auditor of public companies.BKD audits approximately 70 SEC between participating firms.Because the Alliance firms are independent. Praxity does not guarantee the services or the quality of services provided registrants,including approximately 30 benefit plans. by participating firms. • BKD Services • Audit&Assurance • Employee Benefit Plans • State,Local&International Tax • Tax • Forensics&Valuation Consulting • Wealth Management • Business Succession • Information Technology • And More Planning • Risk Management 62 BKD Facing Risk with Confidence When choosing an audit,tax or other professional services provider,your decision may partly depend on whether a prospective firm has the resources to go beyond your current needs.At BKD CPAs&Advisors,we're committed to consistently expanding and enhancing our services,technology and expertise so we can help our clients with their most pressing concerns,even as those concerns change daily.Beyond our proposed services, BKD's Risk Advisory Services division can help with an extensive range of risk consulting resources,including: • Data Analytics Consulting-From identifying important trends and opportunities for operational improvements to reducing risk and preventing fraud,our experienced data analysts can help you get more value from your data. • BKD WhiteHat Services-This monthly subscription offers access to a suite of cybersecurity services, including cyber awareness training,penetration and social engineering testing,a confidential fraud hotline and other risk management tools. • DEFCON CYBER'"-This risk assessment tool delivers a weekly report,which includes a cybersecurity score to help measure risk and cyber preparedness,as well as steps you can take to help address these risks and strengthen security. • Construction Audit-An effective construction audit is designed to function as a cost management tool by helping to prevent overcharges,contract noncompliance,conflicting charges and other issues common to construction projects. • Enterprise Risk Management IERMI-ERM consulting can help you review existing risk management activities,develop a unified vision to enhance these activities and more effectively integrate risk management into your culture and daily operations. • Forensics&Valuation Services(FVSI- BKD's FVS professionals can help clients with fraud prevention, detection, response and recovery.With services including IntegraReport'",our anonymous fraud reporting hotline,data analyses and assessments to help identify fraud,as well as investigations,litigation support and expert testimony,we have the tools and expertise needed to help clients address fraud concerns from beginning to end. BKD CPAs&Advisors bkd.com 63 BKri BKD PRIDE Values PRIDE VALUES PREIEBKD WHAT'S IMPORTANT TO YOU? The role of trust in business can't be oversold. But a trusted advisor is more than someone you lean on for professional expertise. At BKD,we believe being an advisor who's earned your trust is as much about character as it is know-how. These are the traits we share. A PASSION FOR HELPING,LEARNING AND IMPROVING Our dedication and enthusiasm for making tomorrow better than today can help you make informed decisions to improve business and financial outcomes. R RESPECT FOR EACH OTHER AND THOSE WE SERVE Our respect for diversity can provide a variety of skills and talents to meet your needs. By respecting the lessons of our legacy and yours,we can help you build on the opportunities that arise from inevitable change. 11111 INTEGRITY TO DO THE RIGHT THING—NO MATTER WHAT Our trustworthiness and objectivity can help you make smart business decisions. A trusted advisor tells you what you need to know,not just what you want to hear. D DISCIPLINE TO GET IT RIGHT THE FIRST TIME Our well-established procedures and low-risk approach can help resolve issues and advance your goals. We're dedicated to getting the job done without cutting corners. A NO-HOLDS-BARRED STANDARD OF EXCELLENCE Our ambition and knowledge,along with our commitment to lifelong learning and improving our technical and analytical skills,will consistently surpass your expectations. This combination of qualities represents what we strive for every day when helping your organization move forward with confidence. bkd.corn 64 Everyone needs a trusted advisor. BKD Who's yours? CPAs & Advisors bkd.com IWO 6 ....moil 4 I . :,,;11 ‘ • Fira i . r - I 4 , t., • 7 .-._. - Cost Fee for Professional Auditing Services RFQ # 0520-39 City of Pearland, Texas Submitted by BKD, LLP Amanda E. Eaves, CPA I Partner 2700 Post Oak Boulevard I Suite 1500 I Houston, TX 77056 Phone: 713.499.4600 June 2, 2020 COST PROPOSAL BKD CPAs & Advisors BKD Your Investment 1 . Total All-Inclusive Maximum Price The sealed dollar cost fee should contain all pricing information relative to performing the audit engagement as described in this request. The total all-inclusive maximum price proposed is to contain all direct and indirect costs including all out-of-pocket expenses. The City will not be responsible for expenses incurred in preparing and submitting the technical proposal or the sealed dollar cost fee. The first page of the sealed dollar cost fee should include the following information: a. Name of Firm BKD, LLP b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit,and authorized to sign a contract with the City. As a partner of the firm, Amanda Eaves is entitled to represent the firm, empowered to submit and authorized to contractually bind BKD. c. A total,all-inclusive maximum price for the Fiscal Year 2020 engagement and a total-cost proposal for each of the subsequent six(6)years,though will be negotiated annually. BKD knows our clients do not like fee surprises. Neither do we. Our goal is to be candid and timely, and we want to answer your questions about fees upfront. We determine our fees by evaluating a number of variables: the complexity of the work, the project's scope, the time we will spend and the level of professional staff needed. Our total, all-inclusive maximum price for the fiscal year 2020 engagement is $60,000 for the financial statement audit, $5,000 for the base single audit fee and $4,000 for each major program. For the subsequent six years, please see our estimated fees in the table below. The City of Pearland, Texas For the Years Ending September 2021 2022 2023 2024 2025 2026 30 Financial Statement $ 61,950 $63,900 $65,870 $67,825 $ 70,000 $ 72,175 Audit Single Audit base $ 5,165 $ 5,325 $ 5,490 $ 5,650 $ 5,835 $ 6,000 fee Single Audit—fee for $ 4,135 $ 4,275 $ 4,390 $ 4,525 $ 4,665 $ 4,825 each major program Your fees include travel costs, if any, and an administrative fee of 4 percent to cover items such as copies, postage and other delivery charges, supplies, technology-related costs, such as computer processing, software licensing, research and library databases, and similar expense items. Our fees may increase if our duties or responsibilities change because of new rules, regulations and accounting or auditing standards. We will consult with you should this happen. 1 BKD Our estimate of fees does not include any time that may be required to address a restatement of the previously audited financial statements. Accordingly, any such work will be billed based on our quoted hourly rates. 2 BKD 2. Rates by Partner, Specialist, Supervisory & Staff Level Times Hours Anticipated for Each. The second page of the sealed dollar cost fee should include a schedule of professional fees and expenses, presented in the format provided in the attachment(Appendix E)that supports the total all-inclusive maximum price. APPENDIX E Page 1 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE FISCAL YEAR 2020 FINANCIAL STATEMENTS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 40 $340-$450 $270 $10,800 Managers 90 $210-$350 $170 15,300 Supervisory Staff 152 $175-$275 $125 19,000 Staff 140 $150-$200 $100 14,000 Other (specify): Admin. 12 $100-$200 $ 75 900 Subtotal 434 $60,000 Total for Services $60,000 Out-of-pocket expenses: 0 Other (specify): 0 Total all-inclusive maximum price for the Fiscal Year 2020 audit $60,000 Please provide estimate of fees for the following 6 years. FY2021 $61,950 FY2022 $63,900 FY2023 $65,870 FY2024 $67,825 FY2025 $70,000 FY2026 $72,175 Note: The rate quoted should not be presented as a general percentage of the standard hourly rate or as a gross deduction from the total all-inclusive maximum price. Page 30 or 32 3 BKD APPENDIX E Page 2 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE FISCAL YEAR 2020 FINANCIAL STATEMENTS: SUPPORTING SCHEDULE FOR SINGLE AUDIT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners 8 $340-$450 $270 $2,160 Managers 1 2 $210-$350 $170 2,040 Supervisory Staff 20 $175-$275 $125 2,500 Staff 20 $150-$200 $100 2,000 4 $100-$200 $ 75 300 Other(specify): Admin. Subtotal 64 $9,000 Out-of-pocket expenses: 0 Other(specify): Total price for SINGLE AUDIT: $9,000 Please provide estimate of fees for the following 6 years. FY2021 $ 9,300 FY2022 $ 9,600 FY2023 $ 9.880 FY2024 $10,175 FY2025 $10,500 FY2026 $10,825 SUBMIT AS A SEPARATE DOCUMENT FROM THE TECHNICAL STATEMENT Page 3I 4 BKD 3. Rates for Additional Professional Services If it should become necessary for the City to request the auditor to perform additional work as a result of the specific recommendations included in any report issued on this engagement,then such additional work shall be performed only if set forth in an additional contract between City of Pearland and the firm. Any such additional work agreed to by the City and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the sealed dollar cost fee. We understand that additional work requested by the City shall be performed only if set forth in an additional contract between the City and BKD and such work shall be performed at the same rates set forth in the schedule of fees and expenses included in our dollar cost fees. 4. Manner of Payment Progress payments will be made based on hours of work completed during the course of the engagement and out- of-pocket expenses incurred in accordance with the firm's dollar cost fee proposal. The invoice shall provide detail, including number of hours completed per individual and billing rate. Interim billing shall cover a period of not less than a calendar month. Ten percent(10%)will be withheld from each billing pending delivery of the firm's final report. Final payment will not be made until completion and acceptance of audit. Our pricing for this engagement and our fee structure is based upon the expectation our invoices will be paid promptly. We will issue monthly progress billings during the course of our engagement and payment of our invoices is due upon receipt. Interest will be charged on any unpaid balance after 45 days at the rate of 10 percent per annum. 5. Changes to Scope of Audit If the audit scope should need to be broadened,the auditor must communicate the existence of such circumstances to the Director of Finance and Assistant prior to performing work that will result in such fees exceeding the initial amounts. BKD understands if the audit scope should need to be broadened, we will communicate the circumstances to the Director of Finance and Assistant prior to performing the additional work. Our acceptance of this engagement is subject to completion of our normal client acceptance procedures. Upon acceptance,the actual terms of our engagement will be documented in a separate letter to be signed by you and us. The information provided in this proposal is intended for informational purposes only and may not be copied,used or modified,in whole or in part,without BKD's prior written approval.All information in this proposal is as of May 31,2019,unless otherwise noted. 5 Everyone needs a trusted advisor. BKD Who's yours? CPAs & Advisors 6kd.com EXHIBIT B CITY OF PEARLAND, TEXAS REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL AUDITING SERVICES RFQ # 0520-39 E N. PLT4� 0 l vv iDiikelLAN t E X AS ateIN Due: Tuesday, June 2, 2020 @ 11:00 a.m. CITY OF PEARLAND 3519 LIBERTY DRIVE PEARLAND, TEXAS 77581-5416 www.pearlandtx.qov Page 1 of 32 TABLE OF CONTENTS I. INTRODUCTION A. General Information 5 B. Term of Engagement 6 C. Subcontracting 6 II. NATURE OF SERVICES REQUIRED A. General 6 B. Scope of Work to be Performed 6 C. Auditing Standards to be Followed 7 D. Reports to be Issued 7 E. Special Considerations 8 F. Working Paper Retention and Access to Working Papers 9 III. DESCRIPTION OF THE GOVERNMENT A. Name of Contact Person and Organization Chart 10 B. Background Information 10 C. Fund Structure 11 D. Budgetary Basis of Accounting 11 E. Federal and State Financial Assistance Awards 11 F. Pension Plans 11 G. Component Units 11 H. Finance Operations 12 I. Computer Financial Systems 12 J. Availability of Prior Audit Reports 12 K. Equal Employment Opportunity 12 IV. TIME REQUIREMENTS A. Proposal Calendar 13 B. Date Audit May Commence 13 C. Schedule for the 2013 Fiscal Year Audit 13 D. Entrance Conferences, Progress Reporting and Exit Conferences 14 V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Finance Department and Clerical Assistance 14 B. Schedules to be Prepared by City Staff 14 C. Work Area, Telephone, Photocopying and FAX Machines 14 D. Report Preparation 15 Page 2 of 32 VI. PROPOSAL REQUIREMENTS A. General Requirements 15 1. Pre-proposal Conference 2. Inquiries 3. Submission of Proposals B. Technical Proposal 16 1. General Requirements 2. Independence 3. License to Practice in State of Texas 4. Firm Qualifications and Experience 5. Partner, Supervisory and Staff Qualifications and Experience 6. Prior Engagements with the City of Pearland 7. Similar Engagements with Other Government Entities 8. Specific Audit Approach 9. Identification of Anticipated Potential Audit Problems 10.Report Format C. Sealed Dollar Cost Proposal 20 1. Total All-Inclusive Maximum Price 2. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for Each 3. Rates for Additional Professional Services 4. Manner of Payment 5. Expansion of Audit Scope VII. EVALUATION PROCEDURES 21 A. Audit Selection Team B. Review of Proposals C. Evaluation Criteria 1. Mandatory Elements 2. Technical Qualifications 3. Price Proposal D. Oral Presentations/Interviews E. Final Selection F. Right to Reject Proposals Page 3 of 32 APPENDICES A. Organizational Chart 26 B. List of City Officials and Key Personnel 27 C. Proposer Guarantees 28 D. Proposer Warranties 29 E. Format for Schedule of Professional Fees and Expenses 30 to Support the Total All-Inclusive Maximum Price F. Financial Assistance Grants 32 Page 4 of 32 INTRODUCTION A. General Information The CITY OF PEARLAND, TEXAS is requesting proposals from qualified firms of certified public accountants to audit its financial statements for the fiscal year ending September 30, 2020, with the option of auditing its financial statements for each of the six (6) subsequent fiscal years, compiling the Comprehensive Annual Financial Report (CAFR), and completion of a Single Audit Report, if expenditures criteria are met. These audits are to be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards (1994), the provisions of the federal Single Audit Act of 1984 (as amended in 1996), U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and Governmental Accounting Standards Board (GASB). There is no expressed or implied obligation for the CITY OF PEARLAND, TEXAS to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. To be considered, Offerors should upload required, completed documents as attachments under the "Response Attachments" tab, respond to the questions on the "Attributes" tab and enter requested information on the "Response Submission" tab on the https://pearland.ionwave.net website. Once all items are complete, click on the "Submit" button on the Response Submission tab prior to the due date and time. In the event an Offeror chooses not to respond via the website, an electronic file/flash drive along with four (4) copies of the proposal document must be provided to the City of Pearland City Secretary Department at 3519 Liberty Drive by 11:00 a.m. on Tuesday, June 2, 2020. Proposals received after this time will not be considered and will be returned to the proposer unopened. The CITY OF PEARLAND, TEXAS reserves the right to reject any or all proposals submitted and to re-solicit for services. Submittals will be evaluated by the Finance Department staff and reviewed with City Management and the City's Audit Committee. The Audit Committee consists of two Council members, the City Manager, and the Director of Finance. During the evaluation process, the City of Pearland reserves the right, where it may serve the City's best interest, to request additional information or clarifications from proposers, or to allow corrections of errors or omissions. At the discretion of the City, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. Page 5 of 32 The City reserves the right to negotiate all elements of the proposal to ensure that the best possible consideration be afforded to all. The City of Pearland also reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this request for proposal, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City of Pearland and the firm selected. PER SECTION VII, C THE FIRM MUST FOLLOW ALL INSTRUCTIONS IN THIS REQUEST FOR QUALIFICATIONS IN ORDER TO BE CONSIDERED FURTHER. It is anticipated the Pearland City Council will award the contract for audit services on July 13, 2020 or as soon thereafter as possible. B. Term of Engagement A seven-year engagement is contemplated, subject to the annual review and recommendation of the City, the satisfactory negotiation of terms (including a price acceptable to both the City and the selected firm), the concurrence of the City Council and the annual availability of an appropriation. C. Subcontracting No subcontracting will be allowed without the express prior written consent of the City of Pearland, Texas. II. NATURE OF SERVICES REQUIRED A. General The CITY OF PEARLAND, TEXAS is soliciting the services of qualified firms of certified public accountants to audit its financial statements for the fiscal year ending September 30, 2020, with annual options to audit the City's financial statements for each of the six (6) subsequent fiscal years. The option to engage the firm for each year rests with the City. These audits are to be performed in accordance with the provisions contained in this request for qualifications. B. Scope of Work to be Performed The City desires the auditor to express an opinion on whether the financial statements (combining, basic and fund) of the City fairly present the financial position and the results of financial operations in accordance with generally accepted accounting principles. The auditor is not required to audit the supporting schedules contained in the comprehensive annual Page 6 of 32 financial report. However, the auditor is to provide an "in-relation-to"opinion on the supporting schedules based on the auditing procedures applied during the audit of the basic financial statements and the combining and individual fund financial statements and schedules. The auditor is not required to audit the introductory section of the report or the statistical section of the report. The auditor shall also be responsible for performing certain limited procedures involving required supplementary information required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. The auditor is not required to audit the schedule of expenditures of federal awards. However, the auditor is to provide an "in-relation-to" report on that schedule based on the auditing procedures applied during the audit of the financial statements. Under the requirements of the Federal Government's program covering a single audit for all federal grant funds, auditors shall conduct an audit in accordance with the Single Audit Act Amendments of 1996 and in generally accepted auditing standards as well as generally accepted governmental auditing standards. The auditor shall also be responsible for performing certain limited procedures on management controls on investments and adherence to the City's established investment policies as required by state law. C. Auditing Standards to Be Followed To meet the requirements, the audit shall be performed and the report prepared in accordance with generally accepting auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards(1994), the provisions of the Single Audit Act of 1984 (as amended in 1996) and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, Audits of State and Local Governments, and Governmental Accounting Standards Board (GASB). D. Reports to be Issued Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles, including an opinion on the fair presentation of the supplementary schedule of expenditures of federal awards "in relation to" the audited financial Page 7 of 32 statements. 2. A report on compliance and internal control over financial reporting based on an audit of the financial statements 3. A report on compliance and internal control over compliance applicable to each major federal program. In the required report[s] on compliance and internal controls, the auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency or material weakness in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. Nonreportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the report[s] on compliance and internal controls. The report on compliance and internal controls shall include all material instances of noncompliance. In addition, these instances, if any, shall be reported to the Assistant Director of Finance and the Director of Finance when discovered. Irregularities and illegal acts. Auditors shall be required to make an immediate, verbal report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the City Manager, immediately followed by a written report to the City Manager and Audit Committee. Reporting to the Audit Committee. In addition to the above, the auditors shall assure themselves that the City Manager and the Audit Committee, in addition to the Deputy City Manager, Assistant Directors of Finance and the Director of Finance are informed of each of the following: 1. The auditor's responsibility under generally accepted auditing standards 2. Management judgments and accounting estimates 3. Significant audit adjustments 4. Other information in documents containing audited financial statements 5. Disagreements with management 6. Management consultation with other accountants 7. Major issues discussed with management prior to retention 8. Difficulties encountered in performing the audit E. Special Considerations 1 . The City will send its Comprehensive Annual Financial Report (CAFR) to the Government Finance Officers Association of the Page 8 of 32 United States and Canada for review in their Certificate of Achievement for Excellence in Financial Reporting program. The auditor should be familiar with this program and will be required to prepare the CAFR in accordance with the requirements of the program. 2. The City currently anticipates it will prepare one or more official statements in connection with the sale of debt securities, which will contain the basic financial statements and the auditor's report thereon. The auditor shall be required, if requested by the financial advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." 3. The Schedule of Expenditures of Federal Awards and related auditor's report, as well as the reports on compliance and internal controls are not to be included in the CAFR but are to be issued separately. Appendix F contains a list of the City's grants. 4. Throughout the year, the auditors will provide financial advice and counsel on matters occurring that would affect the annual report. F. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: City of Pearland, Texas State and Federal granting agencies U.S. General Accounting Office (GAO) Parties designated by the federal or state governments or by the City as part of an audit quality review process Auditors of entities of which the City is a subrecipient of grant funds In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance, at no additional cost to the City. Page 9 of 32 III. DESCRIPTION OF THE GOVERNMENT A. Name of Contact Person and Organizational Chart During the audit and field work, the auditor's principal contact with the City will be Rhonda Daugherty, Assistant Director of Finance, or a designated representative, who will coordinate the assistance to be provided by the City to the auditor. An organizational chart (Appendix A) and a list of key personnel, (Appendix B) are attached. B. Background Information The City of Pearland is a home-rule City operating under a Council-Manager form of government. The Council is comprised of a mayor and five council members. The Mayor and all Council members are elected at large. The Mayor votes only in case of a tie vote. The Mayor and each Council member shall hold office for a period of three years and until his/her successor is elected and qualified. Council members shall be limited to two full consecutive terms of office and there is no limitation on the office of Mayor. The City Manager is appointed by Council and is responsible for implementation of Council policy, execution of the laws, and all day-to-day operations of the City. The City of Pearland serves an area of 73 square miles with a population of 127,500. The City's fiscal year begins on October 1 and ends on September 30. The City provides a full array of municipal services to its citizens and customers, including police and EMS services, parks and recreation, streets and drainage, community development and public works, administrative and fiscal services, and an aggressive capital improvement program. The City owns and operates a water and wastewater system as well as has several special revenue funds. The City provides fire services through a fulltime paid fire department. The City contracts with the Brazoria County Tax Office to bill and collect taxes for the City. The City also has three component units: a 4B economic development corporation, a tax increment reinvestment zone, and a local government corporation. The City's fiscal year 2020 total budget, all funds, is $584.03 million - $86.2 million in the General Fund operating budget, $56.6 million in the Water/Sewer Fund and $355.7 million budgeted for capital projects. The budget includes the governmental funds, enterprise funds, and component units. The budgeted number of FTE employees is approximately 820. Page 10 of 32 C. Fund Structure The City uses the following fund types in its financial reporting: Legally Number Adopted of Annual Fund T •e Funds Bud•ets General fund 1 1 Special revenue funds 17 15 Debt service funds 1 1 Capital projects funds 24 1 Enterprise funds 2 2 Internal service funds 4 3 Component Units 3 1 Fixed Assets Account Group 2 Long Term Debt Account Group 3 D. Budgetary Basis of Accounting The City prepares its budgets on a basis consistent with generally accepted accounting principles for the General Fund and Debt Service Fund. Enterprise funds are budgeted on a cash flow/working capital basis where capital and principal payments are budgeted, but depreciation is not. The City adopts project-length budgets for the Capital Project Funds. E. Federal and State Awards During the last fiscal year, the City received financial assistance from several state and federal agencies. A list is provided in Appendix F F. Pension Plans The City provides pension benefits for all its full-time employees through a nontraditional, joint contributory, defined benefit plan in the state-wide Texas Municipal Retirement System, an agent, multiple-employer public employee retirement system. G. Component Units The City is defined, for financial reporting purposes, in conformity with the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, Section 2100. Using these criteria, the following component units are included in the City's financial statements. • PEARLAND ECONOMIC DEVELOPMENT CORPORATION Page 11 of 32 • PEARLAND TAX INCREMENT REINVESTMENT ZONE #2 • DEVELOPMENT AUTHORITY OF PEARLAND The component units all have the same fiscal year as the City and through services agreement; the City handles all administrative needs. The above component units are to be audited as part of the audit of the City's financial statements. H. Finance Operations The Finance Department is led by the Director of Finance and consists of 40 FTE employees. The principal functions performed, and the number of FTE employees assigned to each are as follows: FUNCTION EMPLOYEES Finance Administration 5 Budget 2 Accounting & Payroll 5 Treasury Management 2 Accounts Payable 3 Utility Billing & Collecting 20 Purchasing 3 Computer Financial Systems The City's ERP system is the Tyler Technologies New World ERP. The system runs with networked workstations for City Staff. The New World system includes eSuite, Financial Management, Human Resources and Utility Management. J. Availability of Prior Audit Reports Interested proposers who wish to review the prior year's audit report and management letter should obtain the reports from the City's website at www.cityofpearland.com or send an email request to ebids@pearlandtx.gov. K. Equal Employment Opportunity The proposer agrees that during the performance of its contract, it will treat all applicants and employees without discrimination as to race, color, religion, sex, national origin, marital status, age, or disability and identify itself as an "Equal Opportunity Employer" in all help wanted advertisements or requests. The proposer shall be advised of any complaints filed with the City alleging that proposer is not an Equal Opportunity Employer. In Page 12 of 32 determining whether to terminate any portion of this contract, the City reserves the right to consider reports from its Director of Human Resources in response to discrimination complaints. However, the proposer is specifically advised that no Equal Opportunity Employer complaint will be the basis for cancellation of this contract. IV. TIME REQUIREMENTS A. Anticipated Calendar of events The following is the proposed schedule for the selection process: Request for SOQs issued May 13 Due date for proposals June 2 Review of proposals; Interviews with June/July selected firms, if deemed necessary Council action selecting audit firm July 13 B. Date Audit May Commence The City will have all records ready for audit and all management personnel available to meet with the firm's personnel upon mutual agreement. C. Proposed Schedule As part of the firm's proposal please complete a proposed schedule for the 2020 Fiscal Year Audit, similar to the one shown below, with proposed completion dates for each phase. 1. Detailed Audit Plan - to include list of required information and schedules to be prepared by client 2. Interim Work 3. Fieldwork 4. Draft Reports- Drafts of the audit report and recommendations to management to be available for review by the Assistant Director and Director of Finance 5. Conference with City Manager 6. Conference with Audit Committee 7. File CAFR with Council/City Secretary Page 13 of 32 D. Entrance Conferences, Progress Reporting and Exit Conferences A similar time schedule will be developed for audits of future fiscal years if the City exercises its option for additional audits. At a minimum, the following conferences should be held: Entrance conference with all Prior to Interim Work key Accounting personnel Progress conference with Assistant and Completion of Interim Work Director of Finance Entrance conference with Assistant and Start of Field Work Director of Finance to commence fieldwork Exit conference with Assistant and End of Field Work Director of Finance Exit conference with City Manager and Conclusion of audit Audit Committee Additional periodic reports or meetings may be held as necessary throughout the audit to ensure that the audit is on schedule and to communicate any information deemed relevant to the audit and findings. V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION Finance will prepare the final closing of the books including any auditor entries as well as provide balance sheets, revenue, expenditure reports for all funds. A. Finance Department and Clerical Assistance The finance department staff and responsible management personnel will be available during the audit to assist the firm by providing information, documentation, and explanations. The preparation of confirmation letters will be the responsibility of the City. B. PBC - For schedules to be prepared by City Staff, the auditor shall provide a list at least three weeks prior to interim fieldwork. C. Work Area, Telephones, Photocopying, Fax Machines, and Internet access - The City will provide the auditor with reasonable work space, tables, and chairs. The auditor will also be provided with access to a telephone, photocopying facilities, fax machines, and internet access. Page 14 of 32 D. Report Preparation - Preparation of the CAFR, editing, proofing and printing shall be the responsibility of the auditor. Finance will produce the transmittal letter, explanations in the MD&A and certain information in the statistical section of the CAFR, and cover. The Audit firm will prepare and provide fifteen (15) separate Single Audit Reports. VI. PROPOSAL REQUIREMENTS A. General Requirements 1. Inquiries concerning the preparation of the statement of qualification or use of the e-bid system should be emailed to ebids@pearlandtx.gov. Contact by any employee or agent of the responding firm with personnel of the City of Pearland, Texas other than via the above stated email address regarding this RFQ may be grounds for elimination from the selection process. Inquiries and answers, if deemed relevant to all proposers, will be provided via addendum on lonwave. 2. Submission of documents: The following material is required to be received by 11:00 a.m. on June 2, 2020 for a firm to be considered. Documents should be uploaded to the "Response Attachments" tab in lonwave for this RFQ. a. Title Page - showing the RFQ name and #; the firm's name; the name, address and telephone number of the contact person; and the date of the proposal. b. Table of Contents c. Transmittal Letter-A signed letter of transmittal briefly stating the proposer's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes itself to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer for the period stated. d. Detailed Technical Proposal—the detailed proposal should follow the order set forth in Section VI, B. e. Executed copies of Guarantees and Warranties, attached to this specification document (Appendix C and Appendix D) f. Miscellaneous Forms - complete forms included in the Attachmetns tab of the bid within lonwave. g. The proposer shall submit a dollar cost fee in a separate file marked "Cost Fee for Professional Auditing Services". The separate cost file will not to be provided to the evaluation Page 15 of 32 committee until the evaluation scoring has concluded. Only the top ranked firm's pricing will be provided. This price will be used as the base price for negotiations in order to expedite this process. B. Technical Proposal 1. General Requirements The purpose of the Technical Proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an independent audit of the CITY OF PEARLAND, TEXAS in conformity with the requirements stated herein. As such, the substance of proposals will carry more weight than their form or manner of presentation. The Technical Proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the requested requirements. THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE TECHNICAL PROPOSAL DOCUMENT. The Technical Proposal should address all the points outlined in the request for proposals (excluding any cost information, which should only be included in the separate dollar cost fee). The Proposal should be prepared simply and economically, providing a straightforward, concise description of the proposer's capabilities to satisfy the requirements. While additional data may be presented, the following subjects, items Nos. 2 through 10, must be included. They represent the criteria against which the proposal will be evaluated. 2. Independence The firm should provide an affirmative statement that it is independent of the CITY OF PEARLAND, TEXAS as defined by the Generally Accepted Auditing Standards and the U.S. General Accounting Office's Government Auditing Standards (1994)] The firm also should provide an affirmative statement that it is independent of all of the City's component units as defined by those same standards. The firm should also list and describe the firm's professional relationships involving the City or any of its component units for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. Page 16 of 32 In addition, the firm shall give the City written notice of any professional relationships entered into with the City or its component units during the period of this agreement. 3. License to Practice in the State of Texas An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in the State of Texas. 4. Firm Qualifications and Experience State the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement on a full-time basis and the number and nature of the staff to be so employed on a part-time basis. If the proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal auditor should be noted, if applicable. The firm is also required to submit a copy of the report on its most recent external quality control review, with a statement whether that quality control review included a review of specific government engagements. The firm shall also provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm or its staff during the past three (3) years with state regulatory bodies or professional organizations. Describe other areas of expertise within the firm that would be available to the City. Include the firm's ability to provide technical support throughout the year, including assistance to the City in interpreting and implementing new accounting standards and regulations as well as determining their impact on the City. Also, include any opportunities through your firm available to the City for training or continuing professional education credits on current issues or governmental auditing and accounting in general. State your firm's position on responding to client inquiries — the Page 17 of 32 average turnaround time to respond to questions or requests. 5. Partner, Supervisory and Staff Qualifications and Experience Identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in the State of Texas. Provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. Provide as much information as possible, including resumes, regarding the number, qualifications, experience, and training, including relevant continuing professional education, of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the City of Pearland, Texas. However, in either case, the City retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of the City, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer if replacements have substantially the same or better qualifications or experience. The City reserves the right to request removal of personnel. 6. Prior Engagements with the City of Pearland, Texas List separately all engagements within the last five years, ranked based on total staff hours, for the City by type of engagement (i.e., audit, management advisory services, other). Indicate the scope of work, date, engagement partners, total hours, the location of the firm's office from which the engagement was performed, and the name and telephone number of the principal client contact. 7. Similar Engagements with Other Government Entities For the firm's office that will be assigned responsibility for the audit, Page 18 of 32 list the most significant engagements (minimum - 5) performed in the last five years that are similar to the engagement described in this request (similar in size to Pearland, i.e. population, annual budget). These engagements should be ranked based on total staff hours. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. Also, indicate whether the CAFR issued in connection with the audit was awarded the GFOA's Certificate of Achievement for Excellence in Financial Reporting and if in compliance with GASB 34. 8. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology to be followed, to perform the services required in Section II of this request. Offerors will be required to provide the following information on their audit approach: a. Proposed segmentation of the engagement b. Level of staff and number of hours to be assigned to each proposed segment of the engagement NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL c. The extent to which statistical sampling is to be used in the engagement, including sampling methods, size and areas of use. d. Extent of use of EDP software in the engagement e. Type and extent of analytical procedures to be used in the engagement f. Approach to be taken to gain and document an understanding of the City's internal control structure g. Approach to be taken in determining laws and regulations that will be subject to audit test work h. Approach to be taken in drawing audit samples for purposes of tests of compliance List of standard schedules required to be prepared by client Page 19 of 32 9. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, and the adoption of new laws or accounting audit principles that might affect the audit, the firm's approach to addressing these problems and any special assistance that will be requested from the City. 10. Report Format Include sample formats for required reports — examples of similar clients' CAFRs. NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL C. Sealed Dollar Cost Proposal 1. Total All-Inclusive Maximum Price The sealed dollar cost fee should contain all pricing information relative to performing the audit engagement as described in this request. The total all-inclusive maximum price proposed is to contain all direct and indirect costs including all out-of-pocket expenses. The City will not be responsible for expenses incurred in preparing and submitting the technical proposal or the sealed dollar cost fee. The first page of the sealed dollar cost fee should include the following information: a. Name of Firm b. Certification that the person signing the proposal is entitled to represent the firm, empowered to submit, and authorized to sign a contract with the City. c. A total, all-inclusive maximum price for the Fiscal Year 2020 engagement and a total-cost proposal for each of the subsequent six (6) years, though will be negotiated annually. 2. Rates by Partner, Specialist, Supervisory and Staff Level Times Hours Anticipated for Each. The second page of the sealed dollar cost fee should include a schedule of professional fees and expenses, presented in the format provided in the attachment (Appendix E) that supports the total all- inclusive maximum price. Page 20 of 32 3. Rates for Additional Professional Services If it should become necessary for the City to request the auditor to perform additional work as a result of the specific recommendations included in any report issued on this engagement, then such additional work shall be performed only if set forth in an additional contract between City of Pearland and the firm. Any such additional work agreed to by the City and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the sealed dollar cost fee. 4. Manner of Payment Progress payments will be made based on hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost fee proposal. The invoice shall provide detail, including number of hours completed per individual and billing rate. Interim billing shall cover a period of not less than a calendar month. Ten percent (10%) will be withheld from each billing pending delivery of the firm's final report. Final payment will not be made until completion and acceptance of audit. 5. If the audit scope should need to be broadened, the auditor must communicate the existence of such circumstances to the Director of Finance and Assistant prior to performing work that will result in such fees exceeding the initial amounts. VII. EVALUATION PROCEDURES A. Audit Selection Team Qualification statements with proposals submitted will be evaluated by appropriate City staff to include but not be limited to the Controller, Assistant Director, and Director of Finance, with a recommendation to be made to City Management and the Audit Committee. B. Review of Proposals A point formula will be used during the review process to score. Each City staff reviewer will first score each technical proposal by each of the criteria described in Section VII C below. The staff reviewers will then meet to review and discuss these evaluations and combine the individual scores to arrive at a composite technical score for each firm. At that point, the City may elect to bring in the top 2 or 3 firms for presentation and interview. Interview scores will be separate from statement of qualifications and proposal. Page 21 of 32 Staff will then present recommendation to Management and the Audit Committee for final review and consideration. The CITY OF PEARLAND, TEXAS reserves the right to retain all submittals and use any idea regardless of whether that submittal is selected. C. Evaluation Criteria Two sets of criteria will be evaluated. Firms meeting the mandatory criteria will be evaluated and scored for technical qualifications. Firms that do not meet all the mandatory elements may not be considered further. The following represent the principal selection criteria, which will be considered during the evaluation process. 1. Mandatory Elements a. The audit firm is independent and licensed to practice in the State of Texas. b. The firm has no conflict of interest with regard to any other work performed by the firm for the City of Pearland. c. The audit firm's professional personnel have received adequate continuing professional education within the preceding two (2) years to meet the Government Audit Standards. d. The firm has prepared two or more CAFRs under GASB Statement 34, which have received the GFOA's Certificate of Achievement for Excellence in Financial Reporting in each of the past 2 years. e. The firm follows all instructions in this request for proposal on preparing and submitting the proposal. f. The firm submits a copy of its last external quality control review report demonstrating a record of quality audit work. 2. Technical Qualifications: (Maximum Points - 100) a. Expertise and Experience - 55 i. The firm's experience and performance on comparable municipal government engagements (size & complexity) - 15 ii Technical experience and firm's professional qualification of the personnel to be assigned to the engagement and the quality of the firm's management Page 22 of 32 support personnel to be available for technical consultation - 10 iii. Experience with similar federal and state grant programs and performance of Single Audits and tests of compliance with laws and regulations - 10 iv. Experience with the GFOA Certificate of Achievement for Excellence in Financial Reporting Program - 10 v. The firm's ability to perform additional services and provide technical support throughout the year, including assistance to the City in interpreting and implementing new accounting standards and regulations as well as determining their impact on the City. Also, any opportunities available to provide training and CPE credits on current issues or governmental auditing and accounting in general. - 10 b. Audit Approach - 45 i. Comprehensiveness of audit work plan - 10 ii. Adequacy of proposed staffing plan for various segments of the engagement, including timeline and ability to meet due dates - 10 iii. Adequacy of sampling techniques & analytical procedures - 10 iv. Adequacy of study and evaluation of internal accounting and administrative controls. - 10 v. Adequacy of audit plan for electronic data processing function — 5 D. Oral Presentations/Interviews During the evaluation process, the City may, at its discretion, request any one or all firms to make oral presentations. Such presentations will provide firms with an opportunity to answer any questions the City may have on a firm's proposal. Not all firms may be asked to make such oral presentations. E. Final Selection The City Council will select a firm based upon the recommendation of staff and the Audit Committee. Page 23 of 32 It is anticipated that a firm will be selected by July 13, 2020. Following notification of the firm selected, it is expected a contract will be executed between both parties shortly thereafter. F. Right to Reject Proposals Submission indicates acceptance by the firm of the conditions contained in this request for qualifications unless clearly and specifically noted in the submitted documents and confirmed in the contract between the CITY OF PEARLAND, TEXAS and the firm selected. The CITY OF PEARLAND, TEXAS reserves the right without prejudice to reject any or all proposals. Page 24 of 32 APPENDICES A. Organizational Chart B. List of City Officials and Key Personnel C. Proposer Guarantees D. Proposer Warranties E. Format for Schedule of Professional Fees and Expenses to Support the Total All-inclusive Maximum Price F. Financial Assistance Grants, Current and Applied For Page 25 of 32 APPENDIX A h,_ ,10• City Manager City of Pearland,Texas Organizational Chart Deputy City _ Assistant City Manager Manager Engineering& Public Works --- --- City Secretary - Human Resources Capital Projects EngineeringFacilities Communications Municipal Court Projects Fleet Convention& Parks&Recreation Visitors Bureau - Traffic Operations Operations Finance& Utility Billing Right of Way Streets&Drainage Water&Sewer Community Fire Information Development Technology Pearland Economic Planning Emergency Animal Services Strategic Priorities Development 0 Management Corporation • Sustainable Infrastructure • Fiscally Responsible Permits& Government Fire Marshal Inspections • Healthy Local Economy • Engaged Community • Safe Community • Quality Parks,Recreation, &Events Organizational chart of departments and selected operation groups for illustrative purposes Page 26 of 32 APPENDIX B LIST OF CITY OFFICIALS AND KEY PERSONNEL Elected Officials Tom Reid Mayor J. David Little Mayor Pro Tern Luke Orlando Councilmember Position Number 1 Tony Carbone Councilmember Position Number 2 Gary Moore Councilmember Position Number 3 Adrian Hernandez Councilmember Position Number 4 Trent Perez Councilmember Position Number 5 Wood Owens Councilmember Position Number 7 City Management Clay Pearson City Manager Jon Branson Deputy City Manager Trent Epperson Assistant City Manager Darrin Coker City Attorney Cynthia Pearson Director of Finance Matt Buchanan President, P.E.D.C. Letitia Farnie Municipal Court Judge Clarence Wittwer Director of Public Works Crystal Roan City Secretary Michelle Graham Director of Human Resources Johnny Spires Police Chief Christopher Orlea Director of Parks & Recreation Vance Riley Fire Chief John McDonald Director of Community Development Robert Upton Director of Engineering and Capital Projects Vacant Executive Director, CVB Joshua Lee Director of Communications Jennifer Huhn Municipal Court Administrator Page 27 of 32 APPENDIX C GUARANTEES — PROFESSIONAL AUDIT SERVICES, RFQ # 0520-39 The proposer certifies it can and will provide and make available, at a minimum, all services set forth in Section II, Nature of Services Required. Signature of Official: Name (typed): Title: Firm: Date: Page 28 of 32 APPENDIX D WARRANTIES — PROFESSIONAL AUDIT SERVICES, RFQ # 0520-39 A. Proposer warrants that it is willing and able to comply with State of Texas laws. B. Proposer warrants that it has or is willing and able to obtain an errors and omissions insurance policy providing a prudent amount of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof. C. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the CITY OF SUGAR LAND, TEXAS. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Official: Name (typed): Title: Firm: Date: Page 29 of 32 APPENDIX E Page 1 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE FISCAL YEAR 2020 FINANCIAL STATEMENTS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers • Supervisory Staff Staff Other (specify): Subtotal Total for Services Out-of-pocket expenses: Other (specify): Total all-inclusive maximum price for the Fiscal Year 2020 audit Please provide estimate of fees for the following 6 years. FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Note: The rate quoted should not be presented as a general percentage of the standard hourly rate or as a gross deduction from the total all-inclusive maximum price. Page 30 of 32 APPENDIX E Page 2 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE FISCAL YEAR 2020 FINANCIAL STATEMENTS: SUPPORTING SCHEDULE FOR SINGLE AUDIT Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers Supervisory Staff Staff Other (specify): Subtotal Out-of-pocket expenses: Other (specify): Total price for SINGLE AUDIT: Please provide estimate of fees for the following 6 years. FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 SUBMIT AS A SEPARATE DOCUMENT FROM THE TECHNICAL STATEMENT Page 31 APPENDIX F FINANCIAL ASSISTANCE For the year ended September 30,2019 Federal Pass-Through CFDA Entity Identifying Federal Federal Grantor/Pass-Through Grantor/Program Title Number Number Expenditures U.S.Department of Housing and Urban Development Direct: CDBG-Entitlement Grants Cluster: Community Development Block Grant 2018 14.218 B-18-MC-48-0400 $ 138,314 Total CDBG-Entitlement Grants Cluster 138,314 Total U.S.Department of Housing and Urban Development 138,314 U.S.Department of Health and Human Services Direct: Office of National Drug Control Policy(ONDCP) Organized Crime Drug Enforcement Task Force 93.276 WA 7,278 Total U.S.Department of Health and Human Services 7,278 U.S.Department of Justice Passed-through Texas Office of the Governor Victims of Crime Act 16.575 23623-07 114,062 Total U.S.Department of Justice 114,062 U.S.Department of Transportation Passed-through the Texas Department of Transportation: Highway Planning and Construction Cluster: Mykawa Road 20.205 CSJ-0912-00-543 283,759 Hughes Ranch Road 20.205 CSJ-0912-31-311 2,051,361 Green Tee Trail 20.205 CSJ-0912-31-291 55,290 Shadow Creek Ranch 20.205 CSJ-0912-31-292 61,764 Max Road 20.205 CSJ-0912-31-273 792,856 Fite Road 20.205 CSJ-0912-31-272 112,247 Total Highway Planning and Construction Cluster 3,357,277 Total U.S.Department of Transportation 3,357,277 U.S.Environmental Protection Agency Passed through Texas Water Development Board: Drinking Water State Revolving Fund Cluster: Drinking Water State Revolving Fund 66.468 L1000612 4,163,824 Drinking Water State Revolving Loan Fund 66.468 L1000612 4,677,829 Total Drinking Water State Revolving Fund Cluster 8,841,653 Total U.S.Environmental Protection Agency 8,841,653 U.S.Executive Office of the President Direct: High-Intensity Drug Trafficking Area(HIDTA) 95.001 WA 16,241 Total U.S.Executive Office of the President 16,241 U.S.Department of Homeland Security Passed through Texas Department of Public Safety-Division of Emergency Management: Disaster Grants-Public Assistance(Presidentially Declared Disasters): Hurricane Harvey Debris Removal-DR-TX-4332(FEMA Category A) 97.036 039-56348-00 1,347,687 NDRI FEMA Fire Study 97.036 N/A 3,223 Total Disaster Grants-Public Assistance(Presidentially Declared Disasters) 1,350,910 Emergency Management Performance Grants 97.042 EMT-2019-EP-0005 39,402 Total U.S.Department of Homeland Security 1,390,312 Total Expenditures of Federal Awards $ 13,865,137 City will also receive TXDOT monies in 2020, 2021 and 2022 for roadwork projects. Page 32 City of Pearland o� '� sty 3519 Liberty Drive d Pearland, Texas 77581 I Tel: 281.652.1600 tX AS Ear. 69,, pearlandtx.gov May 28, 2020 To All Prospective Respondents RE: Bid # 0520-39 ADDENDUM NO. 1 — RFQ Audit Services Specification Changes/Additional Documents: 1. Page 3: Strike through VI.A.1. "Pre-proposal Conference" as there is not one scheduled. 2. Added the following documents to the Attachments tab: a. Adjusting Journal Entry Report 2019 b. SAS Comm reports for 2018 and 2019 Vendor Inquiries: 1. Is there a pre-proposal conference for this RFQ? Table of Contents, Section VI. Proposal Requirements, A. General Requirements, 1. Pre-proposal conference references one, but this information is not on pg. 15 of the RFQ. No. 2. Any issues or matters of disagreement with prior audit firm? None 3. Please provide a copy of the following from FY 2019 and 2018: a. SAS Letter—Auditor's Communications with Those Charged with Governance Included in the annual CAFR b. Management Letter No Management letter issued for FY18 or FY19 4. How many journal entries were proposed by the audit firm for each of the last two years? FY2018 - 24JEs FY2019 - 23JEs This includes JEs prepared by the city that were entered after the trial balance was sent to the auditors. Page 1of5 5. Do you know approximately how many hours the auditors spent in the field for planning, single audit, and year-end fieldwork (or how many weeks and how many staff)? Hours are not known. Interim audit is scheduled for two weeks in the field with approximately 4-6 members of the audit team on site at various times. Year-end field work is also scheduled for two weeks with 3-4 members of the audit team on site at various times. 6. What are the audit fees for the past two years? FY 2018 $80,140 FY 2019 $80,135 7. Describe the City's assessment and readiness for the adoption of GASB Statement No. 84 (Fiduciary Reporting) and 87 (Leases)? Describe if management believes these statements will have a significant impact on the City's financial statements. Staff has attended informational sessions regarding statements 84 and 87. Management does not believe these statements will have a significant impact on the City's financial statements. 8. Any legal contingencies or fraud matters with significant impact to the financial statements that have occurred subsequent to the issuance of the FY 2019 audit report? None 9. Any new bonds or bond refundings expected for FY 2020? New bonds issuances are planned for FY 2020. These will be funded in the summer 2020 with a potential of closings in early FY2021 . 10.Any existing or expected turnover in key positions? Recent retirement of Finance Director. An interim director has been appointed and a search for a full-time director will commence in the Fall of 2020. Recent hire of a new Controller. 11.Do you expect any significant changes to the City's federal or state funding sources that could significantly impact the number of major program subject to audit in FY 2020? Any increase in federal awards from the CARES act? The city expects a similar level of federal and state funding sources as was reported in FY 2018 and FY 2019. The city received a wire in the amount of$1,274,801 on 5/21/2020 from the CARES act. The city expects to receive the final payment of approximately $1 .4 million related to Hurricane Harvey claims in FY2020. 12.Do you expect to early implement any new GASB standards in FY 2020? No. Page 2 of 5 13.Could you please provide a copy of the management letter for FY19, if applicable? See response to # 3.b. 14.How many hours were incurred by the previous audit firm? Unknown 15.What are the total expected federal awards for FY20? See response to item #11. 16.What is one improvement you would like to see in the audit process? No suggestions 17.Why is the City switching? The current contract term will be expiring in July. Were there any issues with the completion of the audit or with auditor findings? No 18.How many audit entries were proposed in the last audit completed? See response to item #4. 19.Have there been any management letter findings issued in the last two years? No 20.What time of year is the audit work typically completed by the prior auditor? What time frames are preferred? Audit work is typically completed by the prior auditor in February/March. Field work is typically completed in December. Management would like an earlier issued report and is aware of external influences that may delay an earlier issued report. (i.e., actuarial report for OPEB) 21 .Approximately how many days and how many auditors were on site for the prior year audit? See response to item #5. 22.Is management open to an interim fieldwork visit before year end? Yes 23.Is there any current or threatened litigation issues? No 24.Has there been any fraud at the City in the past two years? No 25.Has there been significant turnover in upper management in the past two years? The Director of Finance during the past 4 years has recently retired. Page 3 of 5 26.Are there any other unusual issues for FY2020 that were not present in FY2019 that we should be aware of? None 27.Were there any findings that were communicated to management? If so, please provide a copy of the communication. None 28.How many audit adjustments were posted in 2019? If so, please provide a copy of the audit adjustments. See response to item #4. 29.Why has the City elected to change auditors? The current contract term will be expiring in July. 30.Were there any disagreements between management and the previous audit firm? If so, what were they? None 31.What were the 2018 & 2019 audit fees for both audits, to date? See response to item #6. 32.Were there any excess billings from the 2018 and/or 2019 auditor for problem areas? If so, what were they? None 33.As compared to the prior year, what changes has the City encountered this fiscal year (if any)? Any major changes in management, accounting personnel, and/or staffing? See response to item #25. 34.Will the City encounter any disciplinary actions from external agencies/entities? If so, please describe. None 35.What accounting software does the City use? Tyler/New World 36.Have you changed accounting software since your last audit? No 37.How many people did your previous audit firm bring to fieldwork? See response to item #5. 38.How many days was your previous audit firm at your site for fieldwork? See response to item #5. Page 4 of 5 39.Does the City anticipate having federal expenditures in excess of$750,000 for fiscal years ending 2020, 2021 and/or 2022? If so, how many major programs and approximately what dollar value? See response to item #11. 40.Have there been any addendums to the proposal since its issuance? If so —will you please forward me a copy? No, this is the first addendum. 41.Has a copy of the city's prior year audit report (FYE 2019) been issued and may we have a copy emailed? Copies of the city's annual audit reports are located on the city's web page at this address: https://www.pearlandtx.gov/departments/finance/financial-transparency/financial- reports Sincerely, Julie Blackmore Contract Administrator City of Pearland • Page 5 of 5 EXHIBIT C BKD 2700 Post Oak Boulevard,Suite 1500 I Houston,TX 77056-5829 CPAs&Advisors 713.499.4600 I Fax 713.499.4699 I bkd.com July 21,2021 Honorable Mayor Kevin Cole and Members of the City Council Mr.Clay Pearson,City Manager Mr.Trent Epperson,Deputy City Manager Ms.Amy Johnson,Chief Financial Officer City of Pearland,Texas 3519 Liberty Drive Pearland,Texas 77581 We appreciate your selection of BKD, LLP as your service provider and are pleased to confirm the arrangements of our engagement in this contract. Within the requirements of our professional standards and any duties owed to the public,regulatory, or other authorities, our goal is to provide you Unmatched Client Service®. In addition to the terms set forth in this contract,including the detailed Scope of Services,our engagement is governed by the following, incorporated fully by this reference: • Terms and Conditions Addendum Summary Scope of Services As described in the attached Scope of Services,our services will include the following: • Audit Services for the year ended September 30,2021 Engagement Fees We have estimated the time required by our engagement and agree the fee for our services will not exceed the fees set out in the following schedule: Financial statement audit $ 98,000 Preparation of comprehensive annual financial report $ 10,000 Federal single audit(including one major program) $ 9,300 Fees for additional major federal programs will depend on the complexity of the program testing requirements and will range from$4,135 to$6,000 per program. Our fee includes travel costs and fees for services from other professionals, if any,as well as an administrative fee of four(4)percent to cover items such as copies, postage and other delivery charges, supplies, technology-related costs such as software licensing,user access,and research tools,and similar expense items. `) PRAXITV City of Pearland,Texas July 21,2021 Page 2 Our pricing for this engagement and our fee structure is based upon the expectation that our invoices will be paid promptly. Payment of our invoices is due upon receipt. Additional Costs Related to Implementing New Standards Assistance and additional time as a result of the adoption of new standards, such as those listed in the attached New Auditing and Accounting Standards, are not included within our standard engagement fees. These fees will be based on time expended and will vary based on the level of assistance and procedures required. Contract Agreement Please sign and return this contract to indicate your acknowledgment of, and agreement with, the arrangements for our services including our respective responsibilities. BKD,LLP Acknowledged and agreed to as it relates to the entire contract,including the Scope of Services and Terms and Conditions Addendum,on behalf of City of Pearland,Texas. BY able Mayor evin Cole DATE 8 /0)--- __ BY got/ Mr. Clay ar n,City Manager DATE 9 d-,,-.5;- 2'"A City of Pearland,Texas July 21,2021 Page 3 Scope of Services The following apply for all services: Assistance Our timely completion of services depends on the assistance you provide us in accumulating information and responding to our inquiries. Inaccuracies or delays in providing this information or the responses may result in untimely filings or inability to meet other deadlines. Responsibility for We may perform additional services for you that are not covered by this contract. Outcomes You agree to assume full responsibility for the substantive outcomes of the contracted services and for any other services we may provide, including any findings that may result. You also acknowledge these services are adequate for your purposes, and you will establish and monitor the performance of these services to ensure they meet management's objectives. All decisions involving management responsibilities related to these services will be made by you, and you accept full responsibility for such decisions. We understand you have designated(or will) a management-level individual to be responsible and accountable for overseeing the performance of these services, and you have determined (or will) this individual is qualified to conduct such oversight. Boycott Israel As required by Chapter 2271,Texas Government Code,we represent that we do not boycott Israel and will not boycott Israel through the term of this engagement. For purposes of this representation,"boycott Israel"means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. Additional Costs Our fees do not consider additional efforts driven by the SARS-CoV-2 virus and Related to the related COVID-19 (COVID-19) environment. Complexities and COVID-19 uncertainties related to various provisions of new laws and the continued issuance of interpretative and procedural guidance from federal agencies may affect our services. Fees related to COVID-19 activities will be billed based on time expended. Additional efforts or services may include: • Accounting and auditing issues such as going concern,other-than-temporary impairment of investments, collectability of receivables, compliance with debt agreements, modification of lease terms, additional major programs subject to Single Audit,etc. City of Pearland,Texas July 21,2021 Page 4 Audit Services We will audit the basic financial statements and related notes to the basic financial statements for the following entity with the objective of expressing an opinion on the financial statements;issuing a report on your compliance based on the audit of your financial statements; issuing a report on your internal control over financial reporting based on the audit of your financial statements; expressing an opinion on your compliance,in all material respects,with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Compliance Supplement that are applicable to each of your major federal award programs; issuing a report on your internal control over compliance based on the audit of your compliance with the types of compliance requirements that are applicable to each of your major federal award programs;and issuing a report on your schedule of expenditures of federal awards: City of Pearland,Texas as of and for the year ended 9/30/2021 We will also express an opinion on whether the combining and individual fund statements and schedules, and budgetary comparison schedules("supplementary information")is fairly stated,in all material respects, in relation to the financial statements as a whole. We will also provide you with the following nonattest services: • Preparing a draft of the financial statements and related notes, preparation of adjustments from modified accrual to full accrual basis for government type activities,and preparation of adjustments as required to convert fund level financial statements to government-wide financial statements Amanda Eaves, Partner, is responsible for supervising the engagement and authorizing the signing of the report or reports We will issue a written report(s)upon completion of our audit(s),addressed to the following parties: Entity Name Party Name City of Pearland,Texas City Council You are responsible to distribute our reports to other officials who have legal oversight authority or those responsible for acting on audit findings and recommendations, and to others authorized to receive such reports. The following apply for the audit services described above: Our We will conduct our audit in accordance with auditing standards generally Responsibilities accepted in the United States of America (GAAS), the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States 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). Those standards require that we plan and perform the audit of the financial statements to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement,whether caused by fraud or error,and the audit of compliance with the types of compliance requirements described in the OMB Compliance Supplement applicable to each major federal City of Pearland,Texas July 21,2021 Page 5 award program to obtain reasonable rather than absolute assurance about whether noncompliance having a direct and material effect on a major federal award program occurred. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Limitations and Because of the inherent limitations of an audit, together with the inherent Fraud limitations of internal control, an unavoidable risk that some material misstatements or noncompliance having a direct and material effect may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS. In making our risk assessments, we consider internal control relevant to your preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of your internal control. However, we will communicate to you in writing any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we identify during the audit. Also, in the future, procedures could become inadequate because of changes in conditions or deterioration in design or operation. Two or more people may also circumvent controls, or management may override the system. We are available to perform additional procedures with regard to fraud detection and prevention at your request,subject to completion of our normal engagement acceptance procedures. The actual terms and fees of such an engagement would be documented in a separate contract to be signed by you and BKD, LLP. Opinion We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis-of-matter or other matter paragraph(s), or withdraw from the engagement. If we discover conditions that may prohibit us from issuing a standard report, we will notify you as well. In such circumstances, further arrangements may be necessary to continue our engagement. Your Management and,if applicable,those charged with governance acknowledge and Responsibilities understand their responsibility for the following: • For the preparation and fair presentation of the fmancial statements in accordance with.accounting principles generally accepted in the United States of America City of Pearland,Texas July 21,2021 Page 6 • For the design,implementation,and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,whether due to fraud or error • For identifying and ensuring compliance with the laws, regulations, contracts, and grants applicable to your activities (including your federal award programs) • To provide us with: o Access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements such as records,documentation,and other matters o Additional information that we may request for the purpose of the audit o Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence o Preparation of all items requested in the Prepared by Client("PBC") listing by the date requested. The PBC list will be provided to you during the planning phase of the engagement. The results of our tests of compliance and internal control over financial reporting performed in connection with our audit of the financial statements may not fully meet the reasonable needs of report users. Management is responsible for obtaining audits, examinations, agreed-upon procedures, or other engagements that satisfy relevant legal, regulatory, or contractual requirements or fully meet other reasonable user needs. Written As part of our audit process,we will request from management and,if applicable, Confirmations those charged.with governance written confirmation acknowledging certain Required responsibilities outlined in this contract and confirming: • The availability of this information • Certain representations made during the audits for all periods presented • The effects of any uncorrected misstatements,if any,resulting from errors or fraud 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 Peer Review Government Auditing Standards require that we provide you with a copy of our Report 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 most recent peer review report accompanies this contract. Supplementary With regard to any supplementary information that we are engaged to report on: Information • Management is responsible for its preparation in accordance with applicable criteria • Management will provide certain written representations regarding the supplementary information at the conclusion of our engagement City of Pearland,Texas July 21,2021 Page 7 • Management will include our report on this supplementary information in any document that contains this supplementary information and indicates we have reported on the supplementary information • Management will make the supplementary information readily available to intended users if it is not presented with the audited financial statements Implementation of Unless indicated in our contract, our services and related fees do not include New Standards substantive assistance beyond routine advice related to the adoption of new accounting and reporting standards. Should you require assistance, we will bill you at our standard hourly rates. Assistance with Transactions or changes in business may require you to apply existing standards Application of differently each year, such as when business operations create new revenue Standards streams, operations are discontinued, liquidity or operational challenges are encountered, business combinations are executed, etc. We welcome your questions throughout the year and are happy to provide general guidance and routine support;however,our engagement does not include substantive effort to assist you with applying standards to these circumstances, unless otherwise indicated in the contract. City of Pearland,Texas July 21,2021 Page 8 New Auditing and Accounting Standards Fiduciary Activities Governmental Accounting Standards Board Statement No. 84, Fiduciary Activities, is effective for fiscal years beginning after December 15, 2019, with retrospective application in the year the update is first applied. The Statement is expected to significantly change how entities evaluate and report fiduciary activities. If the City would like to begin the process of preparing for the retrospective application of this Statement during planning for the current year's audit,we can assist you with this process. We will need input and assistance from the accounting department throughout the process of implementation. Leases Governmental Accounting Standards Board Statement No.87,Leases,is effective for fiscal years beginning after June 15,2021. Early application is encouraged. Statement No. 87 establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this Statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset,and a lessor is required to recognize a lease receivable and a deferred inflow of resources. We can assist you with the adoption by providing services which may include,but are not limited to: • Assessing your readiness by assisting with the evaluation of your: o Current controls and policies o Current internal resources and system capabilities • Assisting with changes required to adopt Statement No. 87,including: o Assisting with information gathering to develop an inventory of all lease agreements, service contracts,and other arrangements that may contain right-to-use lease assets o Recommending enhancements to existing controls and policies or suggesting new controls and policies to address Statement No. 87 o Documenting any changes from your previous lease recognition and reporting methods o Drafting the required disclosures The time it will take to perform the above assistance and our additional audit procedures relating to the adoption of the Statements,and any time to assist you with the adoption,may be minimized to the extent your personnel will be available to provide timely and accurate documentation and information as requested by us. City of Pearland,Texas July 21,2021 Page 9 BKD, LLP Terms and Conditions Addendum GENERAL 1. Overview.This addendum describes BKD, ur.standard terms and DISPUTES&DISCLAIMERS conditions("Terms and Conditions")applicable to Our provision of 5. Mediation.Any dispute arising out of or related to this engagement services to the Client("You").The Terms and Conditions are a part will, prior to resorting to litigation, be submitted for nonbinding of the contract between You and BKD, up.For the purposes of the mediation upon written request by either party.Both parties agree to Terms and Conditions,any reference to"Finn,""We,""Us,"or"Our" try in good faith to settle the dispute in mediation.Unless the parties is a reference to BKD,up ("BKD"),and any reference to"You"or agree otherwise,the American Arbitration Association("AAA")will "Your"is a reference to the party or parties that have engaged Us to administer any such mediation in accordance with its Commercial provide services. Mediation Rules.The mediator will be selected by agreement of the parties. If We cannot agree, a mediator shall be designated by the BILLING,PAYMENT,&TERMINATION AAA.The mediation proceeding shall be confidential.Each party will bear its own costs in the mediation,but the fees and expenses of the 2. Billing and Payment Terms.We will bill You for Our professional mediator will be shared equally. fees and costs as outlined in Our contract.Interest will be charged on any unpaid balance after 30 days at the rate of 10 percent per annum, 6. Indemnification. Unless disallowed by law or applicable or as allowed by law at the earliest date thereafter, and highest professional standards, You agree to hold BKD harmless from any applicable rate if less than 10 percent. and all claims which arise from knowing misrepresentations to BKD, or the intentional withholding or concealment of information from We reserve the right to suspend or terminate Our work for this BKD by Your management or any partner, principal, shareholder, engagement or any other engagement for nonpayment of fees.If Our officer,director,member,employee,agent,or assign of Yours.You work is suspended or terminated, You agree that We will not be also agree to indemnify BKD for any claims made against BKD by responsible for Your failure to meet governmental and other third parties, which arise from any wrongful actions of Your deadlines,for any penalties or interest that may be assessed against management or any partner,principal,shareholder,officer,director, You resulting from Your failure to meet such deadlines,and for any member,employee,agent,or assign of Yours.The provisions of this other damages(including but not limited to consequential, indirect, paragraph shall apply regardless of the nature of the claim. lost profits,or punitive damages)incurred as a result of the suspension or termination of Our services. 7. Statute of Limitations. You agree that any claim or legal action arising out of or related to this contract and the services provided Our fees may increase if Our duties or responsibilities are increased hereunder shall be commenced no more than one(1)year from the by rulemaking of any regulatory body or any additional new date of delivery of the work product to You or the termination of the accounting or auditing standards.Our engagement fees do not include services described herein (whichever is earlier), regardless of any any time for post-engagement consultation with Your personnel or statute of limitations prescribing a longer period of time for third parties,consent letters and related procedures for the use of Our commencing such a claim under law.This time limitation shall apply reports in offering documents,inquiries from regulators,or testimony regardless of whether BKD performs other or subsequent services for or deposition regarding any subpoena.Charges for such services will You.A claim is understood to be a demand for money or services, be billed separately. demand for mediation,or the service of suit based on a breach of this contract or the acts or omissions of BKD in performing the services 3. Billing Records. If these services are determined to be within the provided herein. This provision shall not apply if enforcement is scope and authority of Section 1861(v)(1)(I)of the Social Security disallowed by applicable law or professional standards. Act, We agree to make available to the Secretary of Health and Human Services,or to the U.S.Comptroller General,or any of their 8. Limitation of Liability. You agree that BKD's liability, if any, duly authorized representatives,such of Our books,documents,and arising out of or related to this contract and the services provided records that are necessary to certify the nature and extent of Our hereunder,shall be limited to the amount of the fees paid by You for services,until the expiration of four(4)years after the furnishing of services rendered under this contract.This limitation shall not apply these services. This contract allows access to contracts of a similar to the extent it is finally, judicially determined that the liability nature between subcontractors and related organizations of the resulted from the intentional or willful misconduct of BKD or if subcontractor,and to their books,documents,and records. enforcement of this provision is disallowed by applicable law or professional standards. 4. Termination.Either party may terminate these services in good faith at any time for any reason,including Your failure to comply with the 9. Waiver of Certain Damages.In no event shall BKD be liable to You terms of Our contract or as We determine professional standards or a third party for any indirect,special,consequential,punitive,or require. Both parties must agree, in writing, to any future exemplary damages,including but not limited to lost profits,loss of modifications or extensions.If services are terminated,You agree to revenue,interruption,loss of use,damage to goodwill or reputation, pay BKD for time expended to date.In addition,You will be billed regardless of whether You were advised of the possibility of such costs and fees for services from other professionals,if any,as well as damages, regardless of whether such damages were reasonably an administrative fee of four(4)percent to cover items such as copies, foreseeable, and regardless of whether such damages arise under a postage and other delivery charges,supplies,technology-related costs theory of contract,tort,strict liability,or otherwise. such as software licensing,user access,and research tools,and similar expense items. City of Pearland,Texas July 21,2021 Page 10 10. Severability. If any portion of this contract is deemed invalid or during this engagement for Your use shall belong to Us,and You shall unenforceable, said finding shall not operate to invalidate the have the limited right to use them solely within Your business.All remainder of the terms set forth in this contract. reports,templates,manuals,forms,checklists,questionnaires,letters, agreements,and other documents which We make available to You 11. Assignment. You acknowledge and agree that the terms and are confidential and proprietary to Us.Neither You,nor any of Your conditions of this contract shall be binding upon and inure to the agents,will copy,electronically store,reproduce,or make any such parties' successors and assigns, subject to applicable laws and documents available to anyone other than Your personnel. This regulations. provision will apply to all materials whether in digital,"hard copy" format,or other medium. 12. Disclaimer of Legal or Investment Advice. Our services do not constitute legal or investment advice. REGULATORY RECORDS,WORKPAPERS,DELIVERABLES,&PROPRIETARY 17. U.S. Securities and Exchange Commission ("SEC") and other INFORMATION Regulatory Bodies. Where We are providing services either for (a)an entity that is registered with the SEC,(b)an affiliate of such 13. Maintenance of Records.You agree to assume full responsibility for registrant, or (c) an entity or affiliate that is subject to rules, maintaining Your original data and records and that BKD has no regulations,or standards beyond those of the American Institute of responsibility to maintain this information.You agree You will not Certified Public Accountants("AICPA"), any term of this contract rely on BKD to provide hosting, electronic security, or backup that would be prohibited by or impair Our independence under services, e.g., business continuity or disaster recovery services, to applicable law or regulation shall not apply to the extent necessary You unless separately engaged to do so.You understand that Your only to avoid such prohibition or impairment. access to data, records, and information from BKD's servers, i.e., BKDconnect,can be terminated at any time and You will not rely on 18. Offering Document. You may wish to include Our report(s) on using this to host Your data and records. financial statements in an exempt offering document You agree that any report,including any auditor's report,or reference to Our firm, 14. BKD Workpapers.Our workpapers and documentation retained in will not be included in any such offering document without notifying any form of media for this engagement are the property of BKD.We us. Any agreement to perform work in connection with an exempt can be compelled to provide information under legal process. In offering document,including providing agreement for the use of the addition,We may be requested by regulatory or enforcement bodies auditor's report in the exempt offering document,will be a separate (including any State Board)to make certain workpapers available to engagement. them pursuant to authority granted by law or regulation.Unless We are prohibited from doing so by law or regulation,BKD will inform Any exempt offering document issued by You with which We are not You of any such legal process or request.You agree We have no legal involved will clearly indicate that We are not involved by including a responsibility to You in the event We determine We are obligated to disclosure such as,"BKD,LIP.our independent auditor,has not been provide such documents or information. In addition, You agree to engaged to perform and has not performed,since the date of its report compensate or reimburse BKD for all costs and expenses,including included herein,any procedures on the financial statements addressed reasonable attorney's fees,associated with BKD's compliance with in that report.BKD,tip also has not performed any procedures relating requests or demands for its workpapers or other information related to this offering document." to this engagement, and for any testimony required by summons or subpoena. 19. BKD Not a Municipal Advisor. BKD is not acting as Your municipal advisor under Section 15B of the Securities Exchange Act 15. Use of Deliverables and Drafts.You agree You will not modify any of 1934,as amended.As such,BKD is not recommending any action deliverables or drafts prepared by Us for internal use or for to You and does not owe You a fiduciary duty with respect to any distribution to third parties. You also understand that We may on information or communications regarding municipal fmancial occasion send You documents marked as draft and understand that products or the issuance of municipal securities.You should discuss those are for Your review purpose only,should not be distributed in such matters with internal or external advisors and experts You deem any way,and should be destroyed as soon as possible. appropriate before acting on any such information or material provided by BKD. Our report on any financial statements must be associated only with the financial statements that were the subject of Our engagement.You TECHNOLOGY may make copies of Our report, but only if the entire fmancial statements (exactly as attached to Our report, including related 20. Electronic Sites.You agree to notify Us if You desire to place Our footnotes and supplementary information, as appropriate) are report(s), including any reports on Your fmancial statements,along reproduced and distributed with Our report. You agree not to with other information, such as a report by management or those reproduce or associate Our report with any other financial statements, charged with governance on operations, financial summaries or or portions thereof,that are not the subject of Our engagement. highlights,financial ratios,etc.,on an electronic site.You recognize that We have no responsibility to review information contained in 16. Proprietary Information. You acknowledge that proprietary electronic sites. information, documents, materials, management techniques, and other intellectual property are a material source of the services We 21. Electronic Signatures and Counterparts. This contract and other perform and were developed prior to Our association with You.Any documents to be delivered pursuant to this contract may be executed new forms,software,documents,or intellectual property We develop in one or more counterparts,each of which will be deemed to be an City of Pearland,Texas July 21,2021 Page 11 original copy and all of which,when taken together,will be deemed however,by ownership with any other firm using the name"Praxity." to constitute one and the same agreement or document, and will be BKD will be solely responsible for all work carried out on Your effective when counterparts have been signed by each of the parties behalf.In deciding to engage BKD,You acknowledge that We have and delivered to the other parties.Each party agrees that the electronic not represented to You that any other firm using the name"Praxity" signatures,whether digital or encrypted,of the parties included in this will in any way be responsible for Our work. contract are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this 27. BIO)Status as LLP.BKD is a registered limited liability partnership contract or any other document contemplated hereby, bearing an under Missouri law.Under applicable professional standards,partners original manual or electronic signature by facsimile transmission of BKD,LLP have the same responsibilities as do partners in a general (including a facsimile delivered via the internet),by electronic mail accounting and consulting partnership with respect to conformance in"portable document format"(".pdf")or similar format intended to by themselves and other professionals in BKD with their professional preserve the original graphic and pictorial appearance of a document, and ethical obligations. However, partners in a registered limited or through the use of electronic signature software,will have the same liability partnership do not have individual civil liability,directly or effect as physical delivery of the paper document bearing an original indirectly,for any debts,obligations,or liabilities of or chargeable to signature. the registered limited liability partnership or each other, whether arising in tort,contract,or otherwise. 22. Electronic Data Communication and Storage. In the interest of facilitating Our services to You,We may send data over the internet, 28. Entire Agreement. The contract, including this Terms and temporarily store electronic data via computer software applications Conditions Addendum and any other attachments or addenda, hosted remotely on the intemet,or utilize cloud-based storage.Your encompasses the entire agreement between You and BKD and confidential electronic data may be transmitted or stored using these supersedes all previous understandings and agreements between the methods. In using these data communication and storage methods, parties,whether oral or written.Any modification to the terms of this We employ measures designed to maintain data security. We use contract must be made in writing and signed by both You and BKD. reasonable efforts to keep such communications and electronic data secure in accordance with Our obligations under applicable laws, 29. Force Majeure.We shall not be held responsible for any failure to regulations,and professional standards. fulfill Our obligations if such failure was caused by circumstances beyond Our control. You recognize and accept that We have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us.You consent to Our use of these electronic devices and applications during this engagement. OTHER MATTERS 23. Third-Party Service Providers.BKD may from time to time utilize third-party service providers, e.g., domestic software processors or legal counsel, or disclose confidential information about You to third-party service providers in serving Your account. BKD maintains,however, internal policies,procedures,and safeguards to protect the confidentiality and security of Your information. In addition,BKD will secure confidentiality agreements with all service providers to maintain the confidentiality of Your information.If We are unable to secure an appropriate confidentiality agreement, You will be asked to consent prior to BKD sharing Your confidential information with the third-party service provider. 24. Independent Contractor.When providing services to You,We will be functioning as an independent contractor;and in no event will We or any of Our employees be an officer of You, nor will Our relationship be that of joint venturers, partners, employer and employee,principal and agent,or any similar relationship giving rise to a fiduciary duty to You. 25. Use of BKD Name.Any time You intend to reference BKD's firm name in any manner in any published materials, including on an electronic site, You agree to provide Us with draft materials for review and approval before publishing or posting such information. 26. Praxity.BKD is an independent accounting firm allowed to use the name "Praxity" in relation to its practice. BKD is not connected,