R2017-099 2017-05-22RESOLUTION NO. R2017-99
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the City Manager or his designee to renew a contract for
audit services with Whitley Penn in the amount of $77,800.00, for the
period of June 12, 2017 through June 11, 2018.
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 22nd day of May, A.D., 2017.
TOM REID
MAYOR
ATTEST:
At" - •
"Z- O. %1
APPROVED AS TO FORM:
194)1A-14,-- Cam,
DARRIN M. COKER
CITY ATTORNEY
ae:9
.111
Whitleyptnn"
April 27, 20 17
To the Honorable Mayor, Members of
City Council and the City Manager
City of Pearland, Texas
Houston Office
3411 Richmond Avenue
Suite 500
Houston, Texas 77046
713,621.1515 Main
whitleypenn.com
Yotihave requested that we audit the financial statements of the governmentatactivities; the business -type
activities, each major fund, and the aggregate remaining fund information of City of Pearland, Texas (the
as of September 30, 2017, and for the year then ended, and the related notes to the financial
Statements, which collectively .comprise the City's basic financial statements as listed in the table of
contents. In addition; we will audit the City's compliance over major federal award programs for the period
ended September 30, 2017. We are pleased to confirm our acceptance and our understanding of this audit
engagement by means of this letter: Our audits will be conducted with the objectives of our expressing an
Opinion on each opinion unit and an opinion on compliance regarding the City's major federal award
programs.
Accounting principles generally accepted in the United States of America require that management's
discussion and analysis and budgetary comparison infonhation be presented to supplement the basic
financial statements. Such information, although not a part of the basic financial statements; is requited the
Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting
for placing the basic financial statements in an appropriate operational, economic, or historical ctintekt. As
.part of our engagement, we will apply certain limited procedures to the required supplementary information
(RSI) in accordance with auditing standards generally accepted in the United States of Ainerica. These
limited procedures will consist primarily of inquiries of management regarding their methods of
Measurement and presentation, and comparing the information for consistency With management's
responses to our inqiiiries. We will not express an opinion or provide any forth of assurance on the RSI.
The following RSI is required by accounting principles generally accepted in the United States of America:
This RSI will be subjected to certain limited procedures but will not be audited:
1) Management's Discussion and Analysis
2) General Fund - Budgetary Comparison Information
3) Required Pension Supplementary Information
4) Required Other Post -Employment Benefit Supplementary Information
Supplementary information other than RSI will accompany the City's basic financial statements. We will
subject the following supplementary information to the auditing procedures applied in our audit of the basic
financial statements and certain additional procedures, including comparing and reconciling the
supplementary information to -the underlying accounting and other records used to prepare the financial
statements or to the financial statements themselves, and additional procedures in accordance with auditing
Standards generally accepted in the United States of America. We intend to provide an opinion on the
-following suPplettentary information in relation to the financial statements as a whole:
1) Combining and Individual Fund Statements and Schedules
2) Long -Term Debt Amortization Schedules
A member of
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leiterhatlarial
Austin
Dallas Fort Worth Houston
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 2
Schedule of Expenditures of Federal Awards
We will 'subject the schedule of expenditures of federal awards to the auditing procedures applied in our
audit of the basic financial statements and certain additional procedures, including comparingand
reconciling the schedule to the underlying accounting and other records used to prepare the financial
statements or to the financial statements themselves, and additionalprocedures'ii:accordance with auditing
standards generally accepted in the United States of America. We intend to provide an opinion on whether
the schedule of expenditures offederal awards is presented fairly in all material respects in relation to the
financial statementsas a whole.
Also; the document we submit to you will include the following other additional inforination that will not
be subjected to the auditing procedures applied in our audit of the financial. statements:
1) .Introductory Section
2) Statistical Section
Data Collection Form
Prior to the completion'of our engagement, we will complete the sections of the Data Collection Form that
are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is
management's responsibility to submit a reporting package including financial statements, schedule of
expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along
with. the Data Collection Form to the federal audit clearinghouse. The financial reporting package must be
text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the
federal audit clearinghouse. We will assist you in the electronic submission and certification. You may
request from us copies of our report for you to include with the reporting package submitted to pass -through
entities.
The Data Collection Form is required to be submitted within theearlier of 30 days after receipt of our
auditors' reports or nine months after the end of the audit period, unless specifically waived by a federal
cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors
in assessing programs at a. higher risk.
Audit of the Financial Statements
We will conduct our audit' in accordance with auditing standards generally accepted in the .United States of
America (U:S. GAAS),'the standards applicable to financial audits contained in Government Auditing
Standards, issued by the Comptroller General of the United',States of America; the audit requirements of
Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uriifortn Admiir`strative Requirements, Cost
Principles, and Audit Requirements for Federal Awards. (Uniform Guidance). Those standards and the
Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether
the :basic financial staternents are free from material misstatement. 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 riisks of material misstatement
of the financial statements, Whether due to error, fraudulent financial reporting, misappropriation of assets;
or violations of laws; governmental regulations; grant agreements, or contractual agreements.
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 3
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
thefinancial statements. If appropriate, our procedures will therefore include tests of documentary_.evidence
that. support the transactions recorded in the: accounts, tests of the physical existence of inventories,, and
direct confirmation of cash, investments, and certain other assets and liabilities by correspondence with
creditors and financial institutions. As part of our audit process, we will request written representations
from your attorneys, and they may bill you for responding. At the conclusion of our audit, we will also
request certain written representations from you about the financial statements and related matters.
Because of the inherent limitations of an 'audit, together with the inherent limitations of internal control,an
unavoidable risk that some material misstatements or noncompliance (whether caused by errors, fraudulent
financial reporting, misappropriation of assets, detected abuse, or violations of laws or governmental
regulations) may not be detected exists, even though the audit is properly planned and performed in
accordance with U.S. GAAS and Government Auditing Standards of the Comptroller General of the United
States of America. Please note that the determination of abuse is subjective and Government Auditing
Standards does not require auditors to detect. abuse.
In making our risk assessments, we consider internal control relevant to the City's 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 the City's internal
control. However, we will communicate to you in writing concerning any significant deficiencies or
material weaknesses in internal control relevant to the audit of the financial statements that we have
identified during the audit. Our responsibility, as auditors is, of course, limited to the period covered by our
audit and does not extend to any other periods.
We will issue a written report upon completion of our audit of the City's basic financial: statements. Our
report will be addressed to the governing body of the City. We cannot provide assurance that unmodified
opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our. opinions,
add an emphasis -of -matter or other -matter paragraph(s), or withdraw from the engagement.
In accordance with the requirements of Government Auditing Standards, we will also issue a written report
describing the scope of our testing over internal control over financial reporting and over compliance with
laws, regulations, and provisions of grants and contracts, including the results of that testing: However,
providing an opinion on internal control and compliance over financial reporting will not be an objective
of the audit and, therefore, no such opinion will be expressed.
Audit of Major Program Compliance
au' audit of the City's major federal award programs compliance will be conducted inn accordance with the
requirements of the Single Audit Act, as amended; and the Uniform Guidance, and will .include tests of
accounting records, a determination ofmajor programs in accordance with the Uniform Guidance and other
procedures we consider necessary to enable us to express such an opinion on major federal award program
compliance and to render therequired reports`. We cannot provide assurance that an unmodified opinion on
compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion
or withdraw from the engagement.
To the Honorable Mayor, Members of
City Council and the City Manager
April 27,: 2017
Page 4
The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance
about whether the City has complied with applicable laws and regulations and the provisions of contracts
and grant agreements applicable to major federal .award programs. Our procedures will consist of
determining major federal programs and performing the applicable procedures described in the U.S. Office
of Management and Budget OMB Compliance Supplement for the types of compliance requirements that
could have a direct and material effect on each, of the City's major. programs. The purpose of those
procedures will be to express an opinion on the City'.s compliance with requirements applicable to each of.
its major programs in our report on compliance issued pursuant to the Uniform Guidance:
Also,.as required by the Uniform Guidance, We will perform tests of controls to evaluate the effectiveness
of the design and operation of controls that we consider relevant to preventing or detecting material
noncompliance with compliance requirements applicable to each of the City's major federal award
programs. However, our tests will beless in scope than would be necessary to render an opinion on these
controls and, accordingly,: no opinion will be expressed in our report.
We will issue a report on compliance, that will include an opinion or disclaimer of opinion regarding the
City's major federal award programs, and a report on internal controls over compliance that will report any
significant deficiencies and material weaknesses identified; however, such report will not express an
opinion on internal control.
Management's Responsibilities
Our audit will beconducted on the basis 'that management and, when appropriate, those charged with
governance acknowledge and understand that they have responsibility:
1. For the preparation and fair presentation :of the financial statements in accordance with accounting
principles generally accepted in the United States of America;
2. 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
error fraudulent financial reporting, misappropriation of assets, or violations ()flaws, governmental
regulations, grant agreements, or contractual agreements;
3. Forsafeguarding assets;
4. For identifying all federal awards expended during the period including federal awards and funding
increments received prior to December 26, 2014,.and those received in accordance with the
Uniform Guidance generally received after December 26, 2014;
5 For preparing the schedule of expenses of federal awards (including notes and noncash assistance
received) ill accordance with the Uniform Guidance requirements;
6. For the design, implementation, and maintenance of internal control over compliance;
7 For identifying and ensuring that the City complies with laws, regulations, .grants, and contracts
applicable to its activities and its federal award programs and implementing systems designed to
achieve compliance with applicable laws, regulations, grants; and contracts applicable to activities
and its federal award programs;
8. For identifying and providing report. copies of previous audits, attestation engagements, or other
studies that directly relate to the objectives of the audit, including whether related recommendations
have been implemented;
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 5
9; For addressing the findings and recommendation's of auditors, for establishing and maintaining a
process to track the status of such findings and recommendations and taking corrective action on
reported audit findings from prior periods and preparing a summary schedule of prioraudit
findings;
10. For following up and taking corrective action on current year audit fnidings and preparing a
corrective action plan for such findings;
11. For submitting the reporting package and data collection form to the appropriate parties;
12. For making the auditor aware of any significant vendor / contractor relationships where the. vendor
/ contractor is responsible for program compliance;
13: To provide us with:
a: Access to all information of which management is aware that is relevant to the preparation and
fair presentation of the financial statements,, and relevant to federal award programs, such as
records, documentation, and other matters;
b. Additional information that we may request from management for the purpose:of the audit; and
c. Unrestricted access to persons within the City from whom we determine it necessary to obtain
audit evidence.
14. For adjusting thefinancial statements to correctmaterialmisstatements and confirming to us in the
management representation letter that the effects of any uncorrected misstatements aggregated by
us during the current .engagement and pertaining to the current year period under audit are
immaterial, both individually and in the aggregate, to the fmancial statements as a whole;
15. For maintaining adequate records, selecting and applying accounting principles, and safeguarding
assets; and
16. For confirming your understanding of your responsibilities as defined in this letter to us in your
management representation letter.
With regard to the supplementary information referred to above, you acknowledge and understand your
responsibility (a) for the preparation of the supplementary information in accordance with the applicable
criteria, (b) to provide us with the appropriate written representations regarding supplementary information,
(c) to include our report on the supplementary information in any document that contains the supplementary
information and that indicates that we have reported on such supplementary information, and (d) to present
the supplementary information with the audited financial statements, or if the supplementary information
will not be presented with the audited financial statements,:to make the audited financial statements readily
available_ to the intended users of the supplementary information no later than thedate of issuance by you
of the supplementary infornation and our report thereon.
At part of our audit process, we will request from management and, when appropriate, those charged with
governance, written confirmation concerning representations made to us in connection with the audit.
We understand that your employees will prepare all confirmations we request and will locate any documents
or invoices selected by us for testing.
If you intend to :publish or otherwise reproduce the financial statements and make reference to our firm,
you agree to provide us with printers' proofs; or masters for our review and approval before printing. You
also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 6
Fees and Timing
The timing of our audit will be scheduled• for performance and completion as follows:
Document internal control and preliminary tests
Perform year-end audit procedures
Issue audit reports
June/July 2017
November/December 2017
March 2018
Guadalupe R. Garcia, CPA is the engagement partner for the audit services specified in this letter. His
responsibilities include supervising Whitley Penn, LLP's services performed as part of this engagement
and signing or authorizing another qualified firm representative to 'sign theaudit report.
Our _fee for the audit services will be based on the amount of time required and the difficulty of the work
involved which will not exceed those fees :set; out in the following schedule:
Financial statement audit fee $65,500
Base single audit fee $5,500
Fee for each major program $4,300
The fee estimate for the audit is based on anticipated cooperation from the City's personnel and the
assumption that unexpected circumstances will not be encountered during the audit. If significant additional
time is necessary, we will keep you informed of any problems we encounter and our fees will be adjusted
accordingly.
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation
and payment is due in Tarrant County. You agree to pay reasonable attorney fees and collection costs
incurred relating to collection of fees for services performed under the terms of this engagement. In
accordance with Whitley Penn, LLP policy, work may be suspended if your account becomes 30 days or
more past due and will not resume. until your account is paid in full. In addition, invoices not paid in full by.
the last day of the month will be assessed interest at a rate of one percent per month. If we elect to terminate
our services for nonpayment, our engagement will be deemed to have been complete even if we have not
issued our report. You will be obligated to compensate us for all time expended and to reimburse us for all
out-of-pocket expenditures through the date of termination. Our final auditors' report will be released upon
final payment of any outstanding invoices.
You may request that we perform additional services not addressed in this engagement letter. If this occurs,
we will communicate with you concerning the scope of the additional services and the estimated fees. We
also may issue a separate engagement letter covering the additional services. In the absence of any other
written communication from us documenting such additional services, our services will continue to be
governed bythe terms of this engagement fetter.
We would like to make the following comments regarding the fee estimates:.
1) Our fee estimates have not considered the effects of . any changes to auditing standards and
accounting principles, which may be promulgated by the AICPA,Congress, or any other regulatory
body in the future and are unknown to us at'tlus time. If significant additional time is necessary
resulting in increased fees, we will endeavor to notify you of any such circumstances as they are
assessed.
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 7
2) The City's personnel are responsible for the preparation of all items requested in the Prepared by
Client ('PBC") listing and received by the date requested. Any delays caused by not preparing the
items when requested may result in additional fees, as well as the possibility of postponing our
fieldwork. The PBC listing will be provided to you during the planning process of the engagement:
3) Time incurred for audit adjustments identified during our audit and the related additional testing_
required has not been considered in our fee estimates. Prior to performing any additional testing,
we will notify you of the exceptions and obtain approval for any additional fees which may be
incurred.
4) Our fee estimates are based on all general ledger sub ledgers being reconciled to the general ledger
balance and any adjustment necessary should be recorded to the general ledger prior to our
fieldwork start date.
The ethics of our profession prohibit' the rendering of professional services where the fee for such services.
is contingent, or has the appearance of being contingent, upon the results of such services Accordingly, it
is important that our bills be paid promptly when received. If a situation arises in which it may appear that
our independencewould be questioned becauseof significant unpaid bills, we may be prohibited from
issuing our auditors' report.
In the unlikely .event that differences concerning our services or fees should arise that are not resolved by
mutual agreement, to facilitate judicial resolution and save time and expense of both parties, the City and
Whitley Penn, LLP agree not to demand a trial by jury in any action; proceeding or counterclaim arising
out of or relating to our services and fees for this engagement. Any controversy, dispute, or questions arising
out of or in connection with this agreement or our engagement shall be determined by arbitration conducted
in accordance with the rules of the American Arbitration Association, and any decision rendered by the
American Arbitration Association shall :bebinding on both parties to this agreement. The costs of :any
arbitration shall be borne equally by the parties. Any and all claims relating to or arising out of this
Contract/agreement shall be governed by the laws of Texas and any dispute shall be finally resolved by the
Texas courts in Brazoria County.
This letter replaces and supersedes any previous proposals, correspondence and understanding, whether
Written or oral. The agreements contained in this engagement letter shall survive the completion or
termination of this engagement.
The audit documentation for this engagement is the property of Whitley Perui, LLP and constitutes
confidential information. However, we may be requested to make certain audit documentation available to
various regulators pursuant to authority given to it by law or regulation, or to peer reviewers: If requested;
access. to such audit documentation will 'be provided under the supervision Whitley Penn, LLP's personnel.
Furthermore, upon request, we may provide copies of selected audit documentation to the applicable
regulator. The regulator may intend, or decide, todistribute the copies of information contained therein to
others, including other governmental agencies.
To ensure that Whitley Penn, LLP'a independence is not impaired under the AICPA Code of Professional
'Conduct, you agree to inform the engagement partner before entering into any substantive employment
discussions with any of our personnel.
To the Honorable Mayor, Members of
-arid and the City Manager
April 27, 2017
Page 8
Other Matters
During the course :of the engagement, we may communicate with you or your personnel via fax or a -mail,
and you should be aware that communication in those mediums contains a risk of misdirected or intercepted
communications.
The audit documentation for this engagement is the property of Whitley Perin, LLP and constitutes
confidential information. However, we may be requested to make certain audit documentation available to
your pass -through regulatory entity and federal agencies and the U.S. Government Accountability Office
pursuant to authority given to it by law or regulation, or to peer .reviewers. .If requested, access to such audit
documentation will be provided under the supervision Whitley Penn, LLP's personnel. Furthermore, upon
request, we inay provide copies of selected audit documentation to these agencies and regulators. The
regulators and agencies may intend, or decide, to distribute the copies of information contained therein to
others, including other governmental. agencies. We agree to retain our audit documentation or work papers
for a period of at least five years from the date done report.
Further, we will be available during the year to consult with you on financial management. and accounting_
matters of a routine .nature.
With respect to any nonattest services we perform, the City's management is responsible for (a) making all
management decisions and performing all management functions;: (b) assigning a competent individual to
oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating arid accepting
responsibility for the results of the services performed; and (e) establishing and maintaining internal
controls, including monitoring ongoing activities.
During the course of the audit, we may observe opportunities for economy in, or improved controls over,
your operations. We will bring such h matters to the attention of the appropriate level of management, either
orally or in writing.
You agree to. inform us of facts that may affect the financial statements of which you may become aware
during the period from the date of the auditor's report to the date the financial statements: are issued.
At the conclusion' of our audit engagement, we will communicate to the Honorable Mayor- and Members of
City Council the following significant findings from the audit;
• Our view about the qualitative aspects of the City's significant accounting practices;
• Significant difficulties, if any, encountered during the audit;
Uncorrected misstatements, other than those we believe are trivial, if any;
• Disagreements with management, if any;
• Other findings or issues, if any, arising from the audit that are, in our professional judgment,
significant and relevant to those charged with governance regarding their oversight of the financial
reporting process;
Material, corrected. Misstatements that were brought to the: attention of management as a result of
our audit procedures;
• Representations we requested from management;.
• Management's consultations with other accountants, if any; and
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 9
Significant issues, if any, arising from the audit that were discussed, or the subject of
correspondence, with management.
In accordance with the requirements of Government Auditing Standards, we have attached a copy. of our
latest external peer review report of our firm for your consideration and files.
Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement
with, the arrangements for our audit of the financial statements compliance over major federal award
programs including our respective responsibilities.
We appreciate the opportunity to be your financial statement auditors and look forward to working with
you and your staff.
Respectfully,
L CP
*************** ***i********.****:*************:i,******************
RESPONSE:
This letter correctly sets forth our understanding:
Acknowledged and agreed on behalf of City of Pearland, Texas by:
Governance Signature:e./Yi2 4/1
Title: yDv
Date: 4 1 20l 2
Management Signature:
Title:
Date:
To the Honorable Mayor, Members of
City Council and the City Manager
April 27, 2017
Page 10
C' OLSEN THIELEN &
CAM ed PublicAccountants &Consultants
..hate 25, 2015
LTD.
SYSTEM REVIEW REPORT
To the Partners of Whitley Penn IMP and the
National Peer Review Committee of the /U PA
We have reviewed the system cf qua1iity control for the accounting and andlturg:paactice:of liytuftey
Penn ,11.P (the Finn) a"ppra le:to.engagerremty not subject to p Ace permanent inspection in
effect fur the year ended A0.30, 2095_ C.peer review was conducted m accordance With the
Standardsfor Performing and Reporting on Peer Reviews.establ shed.by be Peer Renew Soarnof
the Arneaican tnstebule of: Cert ed 'Pubk%Accouritairta. As part of air peer review, we considered
. eeuaews,by,regulatcly entitle, if **cable. in determining the natyre and extent of Mir procedures_
The Finn is responsible for designing a system pi quality centre! and oeri plying with if to provide the.
Farm w th reasonable 'assurance of per€orming and :reportiaug i conlfennity with appticabte
priaf onal" rds in, ati matenat respects. Our.lesPeelPIEiy is io express an opmiore on. the
design:of the system _of quallty Control and the Toms co. p1ianoe there inthrpweed on our review
The nature,•objetrives, stope, limitations of, and the procedures Wearied in a System Review are
d in the dangle* at livusriu aiapa rypinum rlary_
As required by the standards;:engagernenls selected ter re few included eriga enteilha perf rmed
tinder'Govemrrrent Auditing :Standards, audits of employee benefit plans, audits;perfomred under
FICtA. audits of carrying broker-dealeis, and .examinations ®i selrrace orgareiatioas (Service
Orga¢amtiarl an nm Ism 1 •ertgag )
In airopinion, the system Of guaFty control for tiie accounting and audting pr cace of Whitley Peen
LLP appiicable to engagements not subject to PCAOE pennarient inspection an effect for:the year
• ended :Apra_ 30, 2015, has been suitably oe;3gned and complied With to ,.pumde the Font vlia'Eh
reasonable assumnice of performing and repor ing in: oollfornsty with applicable prrifeSsional
standards in all material respects: Firms can reeelve a raring of pass pass ivfih degtiency(iesp or
fad. Whitey Penn LLP has revewed a peer Kiev rating of pass.
Olsen Baleen & Co_, W.
St_Taal Office I2675 Ion l.a'ac Road 1 St. Paul. MN S51l3.1117I651.4S3 4521 16S1-4r3-Ni7FAX
MinrupolI Offiu 1300 ha irlt Gsnarr a)t.,,Stc. 3001 Alinteipelio, MN SS314-7903 1932-9414241 1932-941.0377 FAX