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HomeMy WebLinkAboutContract 45954 C1 1T SECRET , Deloitte. Deloitte&Touche LLP Sufte 1501 201 Main Street Fort Worth,TX 76102-3134 USA Tel:+1 817 347 3300 Fax:+1 817 336 2013 mvw.de loft te.com City Secretary Contract No. CITY OF FORT WORTH DELOITTE&TOUCHE LLP INDEPENDENT AUDIT ENGAGEMENT September 17,2014 Susan Alanis,Assistant City Manager City of Fort Worth,Texas 1000 Throckmorton Fort Worth,Texas 76102 Mr. Aaron Bovos,Chief Financial Officer City of Fort Worth,Texas 1000 Throckmorton Fort Worth,Texas 76102 Dear Ms.Alanis and Mr.Bovos: Deloitte&Touche LLP("D&T"or"we"or"us")is pleased to serve as independent auditors for City of Fort Worth(the"City"or"you"or"your").Ms. Reem Samra, Lead Client Service Director,will be responsible for the services that we perform for the City hereunder,hereafter referred to as the "engagement". In addition to the audit services we are engaged to provide under this engagement letter,we would also be pleased to assist the City on issues as they arise throughout the year. Hence,we hope that you will call Ms. Samra whenever you believe D&T can be of assistance. This engagement letter shall consist of the following documents plus appendices: - Engagement Letter - Appendix A — Auditor's Responsibilities and Scope of an Audit in Accordance with Generally Accepted Auditing Standards, Generally Accepted Government Auditing Standards, US Office of Management and Budget (OMB) Circular A-133 Compliance Supplement ("OMB Circular A- 133"), and the State of Texas Governor's Office of Budgets and Planning Uniform Grant Management Standards("UGM.S') - Appendix B—Management's Responsibilities °G - Appendix C—Communications with the Audit Committee rFt - Appendix D—Coordination of the Audit m - Appendix E—Circumstances Affecting Timing and Fee Estimate Appendix F—Business Associate Appendix +va OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Member of Deloitte Touche Tohmatsu - Appendix G—General Business Terms - Appendix H—Dispute Resolution Provision All appendices are attached hereto, incorporated by reference herein and made a part of this engagement letter for all purposes,The services to be performed by D&T pursuant to this engagement are subject to the terms and conditions set forth herein and in the accompanying appendices. Such terms and conditions shall be effective as of the date of the commencement of such services. Audit of Financial Statements and Other Reporting Our engagement is to perform an audit in accordance with(1)auditing standards generally accepted in the United States of America("generally accepted auditing standards"), and(2)the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States("generally accepted government auditing standards")(generally accepted auditing standards and generally accepted government auditing standards are collectively referred to herein as the "Auditing Standards"),and(3)the U.S. Office of Management and Budget(OMB)Circular A-133 Compliance Supplement("OMB Circular A-133")and the State of Texas Governor's Office of Budgets and Planning I)niforin Grant Management Standards("UGMS").The objectives of an audit conducted in accordance with the Auditing Standards,OMB Circular A-133 and UGMS are to: • Express an opinion on whether each opinion unit of the City's basic financial statements and the accompanying supplementary information,in relation to the basic financial statements as a whole, for the year ending September 30,2014(the"financial statements"), are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America("generally accepted accounting principles"),and perform specified procedures on the required supplementary information for the year ending September 30,2014,except for the Employee's Retirement Fund of the City of Fort Worth,Texas which is audited by other auditors • Express an opinion on whether the supplementary information that accompanies the financial statements, including the schedule of expenditures of federal and state awards is fairly stated,in all material respects, in relation to the financial statements as a whole • Report on the City's internal control over financial reporting and on its compliance with certain provisions of laws,regulations,contracts,and grant agreements and other matters for the year ending September 30,2014,based on an audit of financial statements performed in accordance with generally accepted government auditing standards • Report on the City's compliance with requirements applicable to each major program and on the City's internal control over compliance in accordance with OMB Circular A-133 and UGMS. Appendix A contains a description of the auditor's responsibilities and the scope of an audit in accordance with the Auditing Standards and OMB Circular A-133 and UGMS. D&T Reports We expect to issue written reports upon the completion of our audit. Our ability to express any opinion or to issue any report as a result of this engagement and the wording thereof will, of course, be dependent on the facts and circumstances at the date of our reports. If,for any reason,we are unable to complete our audit or are unable to form or have not formed any opinion,we may decline to express any opinion or decline to issue any report as a result of this engagement.If we are unable to complete our audit,or if any City offort Worth Deloitte&Touche,LLP 2014 independent Audit Engagement Page 2 of 24 report to be issued by D&T as a result of this engagement requires modification,the reasons for this will be discussed with the Audit Committee,the City's management, and as necessary, the City Council. Management's Responsibilities Appendix B describes management's responsibilities. Responsibility of the Audit Committee As independent auditors of the City, we acknowledge that the Audit Committee of the City Council ("Audit Committee")and the City Council are directly responsible for the appointment, compensation, and oversight of our work,and accordingly,except as otherwise specifically noted,we will report directly to the Audit Committee.You have advised us that the services to be performed under this engagement letter,including,where applicable,the use by D&T of affiliates or related entities,and the use by D&T of Fernandez and Company,P.C.and EG Fox&Fox,P.C.,as subcontractors in connection with this engagement, have been approved by the Audit Committee in accordance with the City Council's established preapproval policies and procedures. Communications with the Audit Committee Appendix C describes various matters that we are required by the Auditing Standards,OMB Circular A- 133 and UGMS to communicate with the Audit Committee and management. Fees Appendix D includes an estimated timetable for the services included in this engagement letter. We estimate that our fees for this engagement will be based on personnel assigned and actual hours incurred, plus expenses.Based on the anticipated levels of participation,we estimate our blended hourly rates,audit hours,and total costs for the City's basic financial statements for fiscal year 2014 to be as follows: Year Estimated Estimated Blended Rate Estimated Total Normal Hours Additional Cost Hours Required 2014 6,000 2,055 $158.00 $1,272,690.00 The fees above assume thirteen major programs in the federal and state single audits. An additional $10,000 will be billed for each major program that is required to be tested in excess of thirteen. Should less than thirteen major programs be tested,D&T will credit the City$10,000 for each major program not required to be tested. Should the required leverage model change(i.e. more experienced personnel time be required than expected),these rates may change. If any such situation occurs,we will promptly notify you and discuss with you the need to adjust our rates. We anticipate sending invoices according to the schedule below,and payments are due within thirty(30)days from receipt of the invoice. Invoice Date Amount September 20,2014 $100,000 October 1,2014 $100,000 City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit F,ngagement Page 3 of 24 November 3,2014 $150,000 December 1,2014 $150,000 January 5,2015 $100,000 February 2,2015 $250,000 March 2,2015 $250,000 April l5,2015 $172,690 Non-appropriation of Funds D&T and the City agree that all payments due hereunder shall be subject to the City Council's appropriation of funding for this engagement. In the event no fiords or insufficient funds are appropriated by the City for any payments due hereunder, during this engagement, or any renewal term, the City will notify D&T of such occurrence and the City shall have the right to terminate this engagement without penalty or expense to the City of any kind whatsoever. Notwithstanding the above, the City shall pay D&'C for services actually rendered and expenses incurred up to the effective date of termination. Our continued service on this engagement is dependent upon payment of our invoices in accordance with these terms. Our estimated fees are based on certain assumptions,including(1)timely and accurate completion of the requested entity participation schedules and additional supporting information,(2)no inefficiencies during the audit process or changes in scope caused by events that are beyond our control, (3)the effectiveness of internal control over financial reporting throughout the period under audit,(4)a minimal level of audit adjustments(recorded or unrecorded), and(5)no changes to the timing or extent of our work plans.We will notify you promptly of any circumstances we encounter that could significantly affect our estimate and discuss with you any additional fees,as necessary. Access to Working Papers by Regulators We may be requested or required by a regulator of the City, including but not limited to a federal agency, the Comptroller General of the United States,or representatives of the United States Government Accountability Office(GAO)(each, a"Regulator")to provide access to working papers related to this engagement. In the event of any such request or requirement,we will notify you prior to providing such access unless applicable law or regulation prohibits such notice.The working papers for this engagement are the property of D&T and constitute D&T's confidential information. We may request confidential treatment of our working papers.Access to our working papers will be provided under the supervision of D&T's personnel and upon request we may provide copies of working papers to a Regulator.The City hereby consents,where consent is required,to D&T providing access to working papers and copies thereof to a Regulator.Fees for professional services relating to such access,plus related expenses,will be billed in addition to the estimated fees outlined herein.The working papers related to this engagement will be retained by us for a minimum of three years from the dates of the reports issued,or such longer period as required to satisfy legal and administrative requirements. Inclusion of D&T Reports or References to D&T in Other Documents or Electronic Sites If the City intends to publish or otherwise reproduce in any document any report issued as a result of this engagement,or otherwise make reference to D&T in a document that contains other information in City of Port Worth_Deloitte&Touche,LLP 2014 Independent Audit F,ngagement Page 4 of 24 addition to the audited financial statements(e.g., in a periodic filing with a regulator, in a debt or equity offering circular, or in a private placement memorandum),thereby associating D&T with such document, the City agrees that its management will provide D&T with a draft of the document to read and obtain our approval for the inclusion or incorporation by reference of any of our reports,or the reference to D&T, in such document before the document is printed and distributed.The inclusion or incorporation by reference of any of our reports in any such document would constitute the reissuance of such reports.The City also agrees that its management will notify us and obtain our approval prior to including any of our reports on an electronic site. Our engagement to perform the services described herein does not constitute our agreement to be associated with any such documents published or reproduced by or on behalf of the City, Any request by the City to reissue any report issued as a result of this engagement,to consent to any such report's inclusion or incorporation by reference in an offering or other document, or to agree to any such report's inclusion on an electronic site will be considered based on the facts and circumstances existing at the time of such request.The estimated fees outlined herein do not include any services that would need to be performed in connection with any such request;fees for such services(and their scope)would be subject to the mutual agreement of the City and D&T at such time as D&T is engaged to perform the services and would be described in a separate engagement letter.Our fee for this additional work is$5,000 per bond issuance.If the City requires agreed-upon procedures related to revenue bond coverage,our fee would be increased to$7,500 per bond issuance. Notwithstanding the foregoing, D&T understands and acknowledges that the City is a public entity under the laws of the State of Texas, and as such, all documents and data held by the City are subject to disclosure under Chapter 552 of the Texas Government Code, the Texas Public Information Act (the "Act"). If the City is required to disclose any documents that may reveal any D&`I' proprietary information to third parties under the Act, or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, the City will, unless otherwise prohibited by law or regulation, notify D&T prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary/Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information under the Act, it will be the responsibility of D&T to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas, or by a court of competent jurisdiction. The parties acknowledge and agree that D&T is being engaged under this engagement letter to provide only the services described herein. Should the City request,and should D&T agree to provide,services (including audit services)beyond those described herein, such services will constitute a separate engagement and will be governed by a separate engagement letter. This engagement letter,including Appendices A through H attached hereto and made a part hereof, constitutes the entire agreement between the parties with respect to this engagement and supersedes any other prior or contemporaneous agreements or understandings between the parties,whether written or oral,relating to this engagement. If the above terms are acceptable and the services described are in accordance with your understanding, please sign the copy of this engagement letter in the space provided and return it to us. [Signature Page Follows] City of Fort Worth_neloitte&Touebe,LLP 2014 Independent Audit Engagement Page 5 of 24 ACCEPTED AND AGREED: DEL OITTE& TOUCHE LLP �erlo Toueln� L.Le Deloitte&Touche LLP ACCEPTED AND AGREED: ATTEST: City of Fort Worth,Texas Contract Authori tion: By: By: Susan anis,Assistant City Manager Mary Kayser,Ci� Secretary Date:_1 I ,-4-3 1 ?v/I M&C: C-24442:Approved 9/14/2010 I00 <(Vl 04) 2-qO(L e f F,n z APPROVAL RECOMMENDED: t ��000 roa®�•. By, 4 Aaron Bovos,Chief Financial Officer °OOO°U °Q°°o°ouo " APPROVED TO FORM AND LEGALITY: r By Ma-l Senior Assistant City Attorney 17CwIs C'• tUlceb'zc' � i I City of Fort Worth_Deloitte&Touche,I.I.P 2014 Independent Audit Engagement Page 6 of24 OFFICIAL RECORD CITY SECRETARY FT. WORTHY TX APPENDIX A AUDITOR'S RESPONSIBILITIES AND SCOPE OF AN AUDIT IN ACCORDANCE WITH THE AUDITING STANDARDS AND OMB CIRCULAR A-133 AND UGMS This Appendix A is part of the engagement letter dated September 17,2011,between Deloitte& Touche LLP and City of Fort Worth. Auditor's Responsibilities Our responsibilities under the Auditing Standards and OMB Circular A-133 and UGMS include forming and expressing opinions and reporting on certain matters as described in the Audit of Financial Stalements and Other-Reporting section of this engagement letter.The audit of the financial statements and our reporting on other matters do not relieve management or the Audit Committee of their responsibilities. Scope of an Audit and Other Reporting The Auditing Standards and OMB Circular A-133 and UGMS require that we plan and perform the audit to obtain reasonable,rather than absolute,assurance about whether each opinion unit of the financial statements are free from material misstatement, whether caused by fi•aud or error.However, because of the inherent limitations of an audit,together with the inherent limitations of internal control,an unavoidable risk exists that some material misstatements may not be detected, even though the audit is properly planned and performed in accordance with the Auditing Standards and OMB Circular A-133 and UGMS. We have no responsibility to plan and perform the audit to obtain reasonable assurance that misstatements,whether caused by fraud or error,that are not material to the financial statements as a whole are detected. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements,whether caused by fraud or error. In making those 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.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. An audit also includes tests of the City's compliance with certain provisions of laws,regulations, contracts, and grant agreements. However,our objective is not to provide an opinion on compliance with those provisions,and accordingly,we will not express such an opinion. As part of the audit,we will be alert to situations or transactions that could be indicative of abuse as defined by generally accepted government auditing standards,which involves behavior that is deficient or improper when compared with behavior that a prudent person would consider reasonable and necessary business practice given the facts and circumstances.Abuse also includes misuse of authority or position for personal financial interests or those of an immediate or close family member or business associate. The determination of abuse is subjective; generally accepted government auditing standards do not require us to provide reasonable assurance of detecting abuse,and we will not design the audit to detect abuse. However, if we become aware of abuse that could be quantitatively or qualitatively material to the financial statements,we will apply procedures specially directed to ascertain the potential effect on the financial statements or other financial data significant to the audit objectives.Under generally accepted City of Fort Wonh_Deloitte&Touche,LLP 20141ndcpendent Audit Engagement Page 7 of 24 government auditing standards,we may be required to directly report fraud, illegal acts,noncompliance with provisions of contracts or grant agreements,and abuse to outside parties. Generally accepted accounting principles provide for certain required supplementary information(RSI), such as a management's discussion and analysis,to accompany the City's financial statements. As part of the audit,we will apply certain limited procedures to the City's RSI,which will consist principally of inquiries of management about the methods of preparing the information. We will disclaim an opinion on the RSI, unless(1)some of the RSI is omitted,(2)the measurement or presentation of the RSI departs materially from the prescribed guidelines, or(3)we have unresolved doubts about whether the RSI is measured or presented in accordance with prescribed guidelines. Supplementary information other than RSI,such as budgetary comparison information,the schedule of expenditures of federal and state awards,and statistical data,also accompany the City's financial statements.We will subject supplementary information that is financially oriented to the audit procedures applied in the audit of the financial statements and express an opinion on whether such information is fairly stated, in all material respects,in relation to the City's financial statements as a whole. We will disclaim an opinion on supplementary information that comprises nonaccounting information or accounting information that is not directly related to the financial statements. Scope of an OMB Circular A-133 and UGMS Audit An audit in accordance with OMB Circular A-133 and UGMS includes(1)determining which federal and state programs should be considered major programs and thus be included within the scope of the audit; (2)evaluating the overall presentation of the schedule of expenditures of federal and state awards and other supplementary information in relation to the financial statements as a whole;(3)evaluating the items to be included in the schedule of findings and questioned costs and the reasonableness of the summary schedule of prior-year findings;(4)obtaining and reporting the views of responsible officials concerning the findings,conclusions,and recommendations,as well as their planned corrective actions; (S)preparing a schedule of findings and questioned costs; and(b)completing and signing the auditor- prepared sections of OMB Data Collection Form that summarizes our audit findings. We will plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements that are applicable to the City's major federal and state programs could have a direct and material effect on each of its major federal and state programs. The audit includes examining,on a test basis,evidence about the City's compliance with those requirements and performing such other procedures as we consider necessary in the circumstances.The audit does not provide a legal determination on the City's compliance with those requirements. As part of the audit of the City's compliance with the requirements of major federal and state programs, we will obtain an understanding of the City's internal control related to administering major federal and state programs,and we will assess risk as required by OMB Circular A-133 and UGMS for the purpose of establishing the nature,timing,and extent of audit procedures necessary for expressing an opinion concerning compliance with laws and regulations related to major federal and state award programs. City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit L'ngagemcnt Page 8 of24 APPENDIX B MANAGEMENT'S RESPONSIBILITIES This Appendix B is part of the engagement letter dated September 17,2014,between Deloitte& Touche LLP and City of Fort Worth. Financial Statements, Internal Control, and Compliance Management is responsible for the preparation,fair presentation,and overall accuracy of the financial statements in accordance with generally accepted accounting principles and all accompanying information in accordance with prescribed guidelines or applicable criteria.In this regard, management has the responsibility for,among other things: • Selecting and applying the accounting policies • Designing, implementing,and maintaining effective internal control relevant to(1)the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error and(2)compliance with laws,regulations, and provisions of contracts or grant agreements • Identifying and ensuring that the City complies with the laws and regulations applicable to its activities and the provisions of contracts or grant agreements,and informing us of all instances of identified or suspected noncompliance with such laws,regulations,or provisions • Providing us with(1)access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements and all accompanying supplementary information,such as records,documentation,and other matters,(2)additional information that we may request from management for the purpose of our audit,and(3) unrestricted access to personnel within the City from whom we determine it necessary to obtain audit evidence • 'faking timely and appropriate steps to remedy fraud, illegal acts,noncompliance with provisions of contracts or grant agreements,or abuse that we report • Having a process to track the status of audit findings and recommendations • Identifying for us previous audits,attestation engagements,and other studies related to the objectives of our audit and whether related recommendations have been implemented. • Providing its view on our current reported findings,conclusions,and recommendations, as well as its planned corrective actions, for our reports.The corrective action plan that the City develops for its OMB Circular A-133 and UGMS reporting package may fully or partially satisfy this responsibility. • Submitting the reporting package and OMB Data Collection Form to the Federal Audit Clearinghouse. Management is also responsible for(1)preparing supplementary information other than RSI,such as budgetary comparison information, combining and individual fund information,the schedule of expenditures of federal and state awards, and statistical data in accordance with the applicable criteria,(2) City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 9 of 24 including our report on the supplementary information in any document that contains such information and that indicates that D&T has reported on such information,and(3)presenting the supplementary information with the City's audited financial statements or, if such information will not be presented with the City's audited financial statements,to make the audited financial statements readily available to the intended users of such information no later than the date of issuance by the City of the supplementary information and our report thereon. Management's Representations We will make specific inquiries of the City's management about the representations(1)embodied in the financial statements and accompanying information,(2)regarding the effectiveness of internal control, and(3)regarding the City's compliance with laws,regulations,and the provisions of contracts and grant agreements. In addition,we will request that management provide us with the written representations the City is required to provide to its independent auditors under the Auditing Standards. The responses to those inquiries and the written representations of management are part of the evidential matter that D&T will rely on in forming its opinion on the City's financial statements and reporting on accompanying information. Because of the importance of management's representations,the City agrees to release and indemnify D&T, its subcontractors,and their respective personnel from all claims, liabilities, and expenses relating to our services under this engagement letter attributable to any misrepresentation by management. Process for Obtaining Preapprovai of Services Management is responsible for the coordination of obtaining the preapproval of the City Council, in accordance with the City Council's preapprovai process, for any services to be provided by D&T to the City. Independence Matters In connection with our engagement,D&T,management,and the Audit Committee will assume certain roles and responsibilities in an effort to assist D&T in maintaining independence. D&T will communicate to its partners,principals,and employees that the City is an attest client. Management of the City will ensure that the City,together with its subsidiaries and other entities that comprise the City for purposes of The consolidated financial statements,has policies and procedures in place for the purpose of ensuring that neither the City nor any such subsidiary or other entity will act to engage D&T or accept from D&T any service that under American Institute of Certified Public Accountants(AICPA),generally accepted government auditing standards,or other applicable rules would impair D&T's independence.All potential services are to be discussed with Ms. Reem Samra, Lead Client Service Director. In connection with the foregoing paragraph,the City agrees to furnish to D&T and keep D&T updated with respect to a corporate tree that identifies the legal names of the City's affiliates, as defined in AICPA Cade of Professional Conduct Interpretation No. 101-18(e.g.,parents, subsidiaries, investors, or investees)("City Affiliates"),together with the ownership relationship among such entities. Such information will be maintained in a database accessible by D&T in connection with their compliance with AICPA or other applicable independence rules. Management will coordinate with D&T to ensure that D&T's independence is not impaired by hiring former or current D&T partners,principals,or professional employees in a key position,as defined in the AICPA Code of Professional Conduct. Management of the City will ensure that the City,together with its subsidiaries and other entities that comprise the City for purposes of the consolidated financial statements, also has policies and procedures in place for purposes of ensuring that D&T's independence will not be City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 10 of 24 impaired by hiring a former or current D&T partner,principal,or professional employee in a key position that would cause a violation of the AICPA Code of Profevsional Conduct,generally accepted government auditing standards,or other applicable independence rules. Any employment opportunities with the City for a former or current D&T partner,principal,or professional employee should be discussed with Ms. Reem Samra, Lead Client Service Director before entering into substantive employment conversations with the former or current D&T partner, principal,or professional employee. Equity or Debt Security Issuances The City agrees to furnish to D&T and keep D&T updated with respect to any equity or debt securities of the City and City Affiliates(including,without limitation,tax-advantaged debt of such entities that is issued through governmental authorities)that are registered, issued,listed,or traded outside of the United States(whether through stock,bond,commodity,futures or similar markets,or equity,debt,or any other securities offerings),together with related securities identification information (e.g.,ticker symbols or CUSIP"', ISIN0, or Sedolo numbers).The City acknowledges and consents that such information may be treated by D&T'as being in the public domain. For purposes of the preceding sections entitled"Independence Matters", "Process for Obtaining Preapproval of Services,"and"Equity or Debt Security Issuances","D&T"shall mean Deloitte&Touche LLP and its subsidiaries; Deloitte Touche Tohmatsu Limited,its member firms,the affiliates of Deloitte &Touche LLP, Deloitte Touche Tohmatsu Limited and its member firms;and, in all cases,any successor or assignee. City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page I1 of 24 APPENDIX C COMMUNICATIONS WITH THE AUDIT COMMITTEE This Appendix C is part of the engagement letter dated September 17,2014,between Deloitte& Touche LLP and City of Fort Worth. We are responsible for communicating with the Audit Committee significant matters related to the audit that are, in our professional judgment,relevant to the responsibilities of the Audit Committee in overseeing the financial reporting process. In connection with the foregoing,we will communicate to the Audit Committee any fraud we identify or suspect that involves(l)management, (2)employees of the City who have significant roles in internal control,or(3)other employees of the City when the fraud results in a material misstatement of the financial statements. In addition,we will communicate with the Audit Committee any other matters related to fraud that are, in our professional judgment,relevant to their responsibilities. We will communicate to management any fraud perpetrated by lower-level employees of which we become aware that does not result in a material misstatement of the financial statements;however,we will not communicate such matters to the Audit Committee,unless otherwise directed by the Audit Committee. In addition,as required by generally accepted government auditing standards,our report on the City's internal control over financial reporting and on its compliance with certain provisions of laws, regulations,contracts,and grant agreements and other matters will include any findings of material noncompliance of such provisions,fraud, and material abuse that we have identified during our audit. We will also communicate,in writing,to management and the Audit Committee any significant deficiencies or material weaknesses in internal control(as defined in generally accepted auditing standards)that we have identified during the audit,including those that were remediated during the audit. We will also communicate certain matters to management and the Audit Committee, including our responsibilities for testing and reporting on the City's internal control over financial reporting and on its compliance with laws, regulations, and provisions of contracts or grant agreements,both for the financial statement audit and OMB Circular A-133 and UGMS audit. In addition,we will communicate to management and the Audit Committee the following matters,if any are identified during our audit: material noncompliance with laws,regulations,and provisions of contracts or grant agreements related to major federal and state programs;certain known questioned costs; fraud affecting federal and state awards; abuse that is material to a federal and state program; and other federal and state award audit findings as required by generally accepted government auditing standards and OMB Circular A-133 and UGMS. We are not required to design procedures for the purpose of identifying other matters to communicate with the Audit Committee.However, we will communicate to the Audit Committee matters required by the Auditing Standards and OMB Circular A-133 and UGMS. We may also communicate to management and the Audit Committee on internal control,compliance, or other matters we observe and possible ways to improve the City's operational efficiency and effectiveness or otherwise improve its internal control or other policies and procedures. City of tort Worth_Deloitte&Touche,LLP 2014 Independent audit Engagement Page 12 of 24 APPENDIX D COORDINATION OF THE ENGAGEMENT This Appendix D is part of the engagement letter dated September 17,2014,between Deloitte& Touche LLP and City of Fort Worth. We will plan the performance of our audit in accordance with the following estimated timetable: Estimated Targeted for to Begin Completion Audit Performance Schedule: Planning August October 2014 2014 Interim audit procedures August November 2014 2014 Year-end audit procedures December March 2015 2014 Audit Committee Communications: Planned scope and timing of the audit (as required by AICPA AU-C 260) August 2014 Internal Control Related matters (as required by AICPA AU-C 265) March 2015 Significant findings or issues from the audit (as required by AICPA AU-C 260) March 2015 Report on the basic financial statements March 2015 Report on the City's internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with March 2015 government auditing standards Report on the City's compliance with requirements applicable to each major federal and state program and on internal control over compliance as required by OMB Circular A-133 March 2015 and UGMS Data Collection Form March 2015 City of Fort Worth_Deloitte&Touche,LI,P 2014 Independent Audit Engagement Page 13 of 24 APPENDIX E CIRCUMSTANCES AFFECTING TINTING AND FEE ESTIMATE This Appendix E is part of the engagement letter dated September 17, 2014,between Deloitte& Touche LLP and City of fort Worth. The fees quoted for the engagement are based on certain assumptions. Circumstances may arise during the engagement that may significantly affect the targeted completion dates or our fee estimate.As a result, changes to the fees may be necessary. Such circumstances include but are not limited to the following: Facilitation of the Engagement 1. Changes to the timing of the engagement at the City's request. Changes to the timing of the engagement usually require reassignment of personnel used by D&T in the performance of services hereunder.However,because it is often difficult to reassign individuals to other engagements, D&T may incur significant unanticipated costs. 2. All requested information,including documentation of the City's internal control over financial reporting, is not(a)provided by the City on the date requested,(b)completed in a format acceptable to D&T,(c)mathematically correct,or(d) in agreement with the appropriate City records [e.g., general ledger accounts,completed trial balance).D&T will provide the City with a separate listing of required schedules, information requests,and the dates such items are needed. 3. Significant delays in responding to our requests for information,such as reconciling variances, providing requested supporting documentation(e.g., invoices,contracts,and other documents),or responding to our inquiries of City management. 4. Deterioration in the quality of the City's accounting records during the current-year engagement in comparison with the prior-year engagement. 5. A completed trial balance,referenced to the supporting analyses and schedules and basic financial statements,is not provided timely by the City's personnel. 6. Draft basic financial statements with appropriate supporting documentation are not prepared accurately and timely by the City's personnel. 7. Electronic files in an appropriate format and containing the information requested are not provided by the City on the date requested for our use in performing file interrogation. D&Twill provide the City with a separate listing of the required files and the dates the files are needed. 8. The engagement team,while performing work on the City's premises,is not provided with high- speed access to the Internet via the City's existing network or through a T1, DSL,or cable connection for purposes of conducting the engagement. Significant Issues or Changes 9. Significant deficiencies or material weaknesses in the design or operating effectiveness of the City's internal control over financial reporting or internal controls over federal and state programs are identified during our audit that result in the expansion of the scope of our testing and audit procedures on the related financial statement accounts. City of Port worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 14 o1`24 10. A significant level of proposed audit adjustments is identified during our engagement. 11. A significant number of drafts of the basic financial statements are submitted for our review,or we identify a significant level of deficiencies in the draft basic financial statements. 12. Significant new issues or changes as follows: a. Significant new accounting issues. b. Significant changes in accounting policies or practices from those used in prior years. c. Significant events or transactions not contemplated in our budgets. d. Significant changes in the City's financial reporting process or Information Technology systems. e. Significant changes in the City's accounting personnel,their responsibilities,or their availability. £ Significant changes in auditing standards. g. Significant changes in the City's use of specialists,or the specialists or their work product does not meet the qualifications required by generally accepted auditing standards,generally accepted government auditing standards,the A1CPA standards for our reliance upon their work. 13. The procedures necessary to adopt any new Statements of Government Accounting Standards have not been completed by the City's personnel. 14. Changes in audit scope caused by events that are beyond our control. Payment for Services Rendered 15. Without limiting its rights or remedies,D&T may halt or terminate its services entirely if payment is not received within 30 days of the date of the invoice. City of Fort worth Deloitte&Touche,LLP 2614 Independent Audit Engagement Page 15 of 24 APPENDIX F BUSINESS ASSOCIATE APPENDIX This Appendix F is part of the engagement letter dated September 17,2014 between Deloitte& Touche LLP and City of Fort Worth. If and to the extent, and so long as,required by HIPAA or HITECH(each as defined below),and not otherwise, D&T and the City hereby agree to the following in connection with D&T's performance of services under the engagement letter to which this Business Associate Appendix is attached(such engagement letter,the"Engagement Letter,"together with this Business Associate Appendix and all other attachments, appendices,and exhibits to the Engagement Letter,this"Agreement"). (A)Unless otherwise specified in this Business Associate Appendix,all capitalized terms used in this Business Associate Appendix shall have the meanings established for purposes of HIPAA or HITECH,as applicable.Specific statutory or regulatory citations used in this Business Associate Appendix shall mean such citations as amended and in effect from time to time. 1. "Compliance Date"shall mean,with respect to any applicable provision in this Business Associate Appendix,the later of the date by which compliance with such provision is required under HITECH and the effective date of this Agreement. 2. "Electronic Protected Health Information"shall mean Protected Health Information that is transmitted or maintained in electronic media. 3. "HIPAA"shall mean the Health Insurance Portability and Accountability Act,42 U.S.C. §§ 1320d through 1320d-8,as amended from time to time,and all associated existing and future implementing regulations,when effective and as amended from time to time. 4. "HITECH"shall mean Subtitle D of the Health Information Technology for Economic and CIinical Health Act provisions of the American Recovery and Reinvestment Act of 2009,42 U.S.C. §§ 17921-17954, as amended from time to time,and all associated existing and future implementing regulations,when effective and as amended from time to time. 5. "Protected Health Information"shall mean the term as defined in 45 C.F.R. § 160.103,and is limited to the Protected Health Information received from,or received or created on behalf of, the City by D&T pursuant to performance of the Services. 6. "Privacy Rule"shall mean the federal privacy regulations issued pursuant to HIPAA,as amended from time to time,codified at 45 C.F.R.Part 164(Subparts A and E). 7. "Security Rule"shall mean the federal security regulations issued pursuant to HIPAA,as amended from time to time,codified at 45 C.F.R.Part 164(Subparts A and Q. 8. "Services"shall have the meaning set forth in the attached engagement letter,and,if not therein defined,shall mean the services described in the Engagement Letter to be performed by D&T for the City. 9. "Unsecured Protected Health Information"shall mean Protected Health Information that is not rendered unusable,unreadable,or indecipherable to unauthorized individuals through the use of City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 16 of 24 a technology or methodology specified by the Secretary in the regulations or guidance issued pursuant to 42 U.S.C. § 17932(h)(2). (B) With regard to D&T's use and disclosure of Protected Health Information, 1. D&T may use and disclose Protected Health Information as reasonably required or contemplated in connection with the performance of the Services,excluding the use or further disclosure of Protected Health Information in a manner that would violate the requirements of the Privacy Rule, if done by the City.Notwithstanding the foregoing,D&T may use and disclose Protected Health Information for the proper management and administration of D&T as provided in 45 C.F.R. § 164.504(e)(4). 2. D&T will not use or further disclose Protected Health Information other than as permitted or required by this Business Associate Appendix,and in compliance with each applicable requirement of 45 C.F.R.§ 164.504(e),or as otherwise Required by Law. 3. D&T will implement and use appropriate administrative,physical,and technical safeguards to(i)prevent use or disclosure of Protected Health Information other than as permitted or required by this Business Associate Appendix;(ii)reasonably and appropriately protect the confidentiality, integrity,and availability of the Electronic Protected Health Information that D&T creates,receives,maintains,or transmits on behalf of the City; and(iii)comply with the Security Rule with respect to Electronic Protected Health Information. 4. D&T will,without unreasonable delay,report to the City(i)any use or disclosure of Protected Health Information not provided for by this Business Associate Appendix of which it becomes aware in accordance with 45 C.F.R. § 164.504(e)(2)(ii)(C);and/or(ii)any Security Incident affecting Electronic Protected Health Information of which D&T becomes aware in accordance with 45 C.F.R. § 164.314(a)(2)(C). 5. D&T will,without unreasonable delay,and in any event no later than sixty(60)calendar days after Discovery,notify the City of any Breach of Unsecured Protected Health Information. The notification shall include,to the extent possible(and subsequently as the information becomes available),the identification of all individuals whose Unsecured Protected Health Information is reasonably believed by D&T to have been Breached along with any other available information that is required to be included in the notification to the Individual,the Secretary,and/or the media,all in accordance with the data breach notification requirements set forth in 42 U.S.C. § 17932 and 45 C.F.R. Pails 160 and 164(Subparts A,D,and E), 6. D&T will ensure that any subcontractors or agents to whom D&T provides Protected Health Information agree in writing to the same restrictions and conditions that apply to D&T with respect to such Protected Health Information.To the extent that D&T provides Electronic Protected Health Information to a subcontractor or agent, it will require the subcontractor or agent to implement reasonable and appropriate safeguards to protect the Electronic Protected Health Information consistent with the requirements of this Business Associate Appendix. 7. D&T will,to the extent that Protected Health Information in D&T's possession constitutes a Designated Record Set,make available such Protected Health Information to the City to permit the City to respond to a request by an Individual in accordance with 45 C.F.R. § 164.524. City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 17 of 24 8. In the event that D&T, in connection with the Services, uses or maintains an Electronic Health Record of Protected Health Information of or about an Individual,D&T will provide an electronic copy of such Protected Health Information to the City to permit the City to respond to a request by an Individual in accordance with 42 U.S.C. § 17935(e). 9. D&T will,to the extent that Protected Health Information in D&T's possession constitutes a Designated Record Set,make available to the City such Protected Health Information for amendment and incorporate any amendments to such information as directed by the City,all in accordance with 45 C.F.R. § 164.526. 10. D&T will document and make available to the City the information required to provide an accounting of disclosures of Protected Health Information, in accordance with 45 C.F.R. § 164.528. 11. In the event that D&T, in connection with the Services, uses or maintains an Electronic Health Record of Protected Health Information of or about an Individual,D&T will make available to the City the information required to provide an accounting of disclosures of such Protected Health Information in accordance with the requirements for accounting of disclosures made through an Electronic Health Record in 42 U.S.C. § 17935(c). 12. D&T will make its internal practices,books,and records relating to the use and disclosure of Protected Health Information available to the Secretary for purposes of determining the City's and D&T's compliance with the Privacy Rule. 13. D&T will limit any request,use or disclosure by D&T of Protected Health Information,to the extent practicable,to the Limited Data Set of such Protected Health Information(as defined in 45 C.F.R. § 164.514(e)(2)),or, if the request,use or disclosure by D&T of Protected Health Information,not in a Limited Data Set,is necessary for D&T's performance of the Services, D&T will limit the amount of such Protected Health Information requested, used or disclosed by D&T to the minimum necessary to accomplish the intended purpose of such request, use or disclosure,respectively;provided,however,that the requirements set forth above in this subsection(13) shall be superseded and replaced by the requirements of the "minimum necessary"regulations or guidance to be issued by the Secretary(pursuant to 42 U.S.C. § 17935(b)(1)(B)) on and after its Compliance Date. (C) In addition to any other obligation set forth in this Agreement, including this Business Associate Appendix,the City agrees that it will: (1)not make any disclosure of Protected Health Information to D&T if such disclosure would violate HIPAA,HITECH,or any applicable federal or state law or regulation;(2)not request D&T to use or make any disclosure of Protected Health Information in any manner that would not be permissible under HIPAA,HITECH,or any applicable federal or state law or regulation if such use or disclosure were done by the City; and(3) limit any disclosure of Protected Health Information to D&T,to the extent practicable,to the Limited Data Set of such Protected Health Information,or, if the disclosure of Protected Health Information that is not in a Limited Data Set is necessary for D&T's performance of the Services,to limit the disclosure of such Protected Health Information to the minimum necessary to accomplish the intended purpose of such disclosure, provided,however,that the requirements set forth above in this subsection(3)shall be superseded and replaced by the requirements of the"minimum necessary"regulations or guidance to be issued by the Secretary(pursuant to 42 U.S.C. § 17935(b)(1)(B))on and after its Compliance Date. (D)If either the City or D&T knows of either a violation of a material term of this Business Associate Appendix by the other party or a pattern of activity or practice of the other party that constitutes a City of fort Worth_Deloitte&'fouche,LIT 2014 Independent Audit Engagement Page 18 of 24 material breach or violation of this Business Associate Appendix,the non-breaching party will provide written notice of the breach or violation to the other party that specifies the nature of the breach or violation. In the event that the breaching party does not cure the breach or end the violation on or before thirty(30)days after receipt of the written notice,the non-breaching party may, if feasible,terminate this Agreement. (E) D&T will, at termination of this Agreement, if feasible,return or destroy all Protected Health Information that D&T still maintains in any form and retain no copies of Protected Health Information or, if such return or destruction is not feasible(such as in the event that the retention of Protected Health Information is required for archival purposes to evidence the Services),D&T may retain such Protected Health Information and shall thereupon extend the protections of this Business Associate Appendix to such Protected Health Information and limit further uses and disclosures to those purposes that make the return or destruction of such Protected Health Information infeasible. (F) Any other provision of this Agreement that is directly contradictory to one or more terms of this Business Associate Appendix shall be superseded by the terms of this Business Associate Appendix to the extent and only to the extent of the contradiction and only for the purpose of the City's and D&T's compliance with HIPAA and HITECH. The terms of this Business Associate Appendix,to the extent they are unclear,shall be construed to allow for compliance by the City and D&T with HIPAA and HITECH. (G)Nothing contained in this Business Associate Appendix is intended to confer upon any person (other than the parties hereto)any rights,benefits,or remedies of any kind or character whatsoever,whether in contract, statute,tort(such as negligence),or otherwise,and no person shall be deemed a third- party beneficiary under or by reason of this Business Associate Appendix. (H)Nothing contained in this Business Associate Appendix shall be interpreted to mean that D&T will create or transmit Protected Health Information on behalf of the City.Furthermore,D&T shall not carry out any of the City's obligations under the Privacy Rule. City of Fort Worth_Deloitte&'rouche,LLP 2014 Independent Audit Engagement Page 19 of 74 APPENDIX G GENERAL. BUSINESS TERMS This Appendix G is part of the engagement letter to which these terms are attached(the engagement letter, including its appendices,the"engagement letter")dated September 17,2014, between Deloitte& Touche LLP and City of Fort Worth. 1. Independent Contractor.D&T is an independent contractor and D&T is not,and will not be considered to be,an agent,partner,fiduciary,or representative of the City or the Audit Committee. D&T shall have exclusive control of and the exclusive right to control,the details of the work performed hereunder by its employees,officers,personnel and subcontractors,and shall be solely responsible for the acts and omissions of its employees,officers,personnel and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and D&T, and the doctrine of respondeat superior shall have no application as between the City and D&T, 2. Survival.The agreements and undertakings of the City contained in the engagement letter will survive the completion or termination of this engagement. 3. Assignment and Subcontracting. Except as provided below,no party may assign any of its rights or obligations hereunder(including,without limitation, interests or claims relating to this engagement) without the prior written consent of the other parties.The City hereby consents to D&T subcontracting a portion of its services under this engagement to any affiliate or related entity, whether located within or outside of the United States.Professional services performed hereunder by any of D&T's affiliates or related entities shall be invoiced as professional fees,and any related expenses shall be invoiced as expenses, unless otherwise agreed. In addition,the City also hereby consents to the use by D&T of minority subcontractors: 1)Fernandez and Company,P.C.,and 2)EG Fox&Fox,P.C.,which may be located outside of the United States, as subcontractors in connection with this engagement; professional services performed hereunder by Fernandez and Company, P.C. and EG Fox&Fox,P.C.and any related expenses shall be invoiced as expenses,unless otherwise agreed. D&T shall be responsible for its subcontractors' performing services in connection with this engagement to the same extent that D&T would be if it were performing such services. 4. Severability.If any term of the engagement letter is unenforceable,such term shall not affect the other terms, but such unenforceable term shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. 5. Force Majeure.No party shall be deemed to be in breach of the engagement letter as a result of any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including,without limitation, fire,epidemic or other casualty,act of God,strike or labor dispute,war or other violence,or any law,order or requirement of any governmental agency or authority. b. Dispute Resolution.Any controversy or claim between the parties arising out of or relating to the engagement letter or this engagement(a"Dispute")shall be resolved by mediation or binding arbitration as set forth in the Dispute Resolution Provision attached hereto as Appendix H and made a part hereof. 7. Amendments. This engagement letter may not be amended, changed or otherwise modified without the prior written consent of both parties. 8. Insurance. D&T shall carry insurance in the types and amounts for the duration of this engagement, including any renewal terms, and furnish certificates of insurance as evidence thereof. Coverage and City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 20 of 24 Limits: Commercial General Liability - $1,000,000 each occurrence; $1,000,000 aggregate. Automobile Coverage: $1,000,000 each occurrence on a combined single limit basis. Automobile coverage shall be on any vehicle used by D&T, its employees, agents, representatives in the course of the providing services under this engagement. "Any vehicle" shall be any vehicle owned, hired and non-owned. Worker's Compensation: statutory limits. Professional Liability (Errors and Omissions): $1,000,000 each claim limit; $1,000,000 aggregate limit. Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&0. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the engagement and for two (2) years following completion of services provided, if commercially available. An annual certificate of insurance shall be submitted to the City to evidence coverage. Certificates. Certificates of Insurance evidencing that D&T has obtained all required insurance shall be delivered to the City prior to D&T proceeding with any work pursuant to this engagement. The commercial general liability and automobile liability policies shall be endorsed to include the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers,officials, agent and volunteers in respect to the contracted services. Any failures on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. D&T will endeavor to provide a minimum of thirty(30)days' notice of cancellation of coverage to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth,Texas 76102,with copies to the City Attorney at the same address. 9. Termination. The City may terminate this engagement if D&T fails to cure a material breach within thirty(30)calendar days of receipt of written notice being given of such material breach. If more than thirty(30)calendar days are required to cure such material breach,a reasonable time in excess of said days may be established,provided both parties agree in writing as to the time period. In the event such material breach is not cured within the specified time, the City shall have the right terminate this engagement immediately upon expiration of the specified time and upon written notice to D&T. The City may terminate this engagement for any reason, with or without cause, upon ninety (90) days written notice to D&T. In the event that this engagement is terminated prior to the expiration date, D&T shall immediately discontinue all services or the entering into contracts in connection with the performance of this engagement and shall return all records of the City that have been submitted to D&T for purposes of completion of the then current audit. The City shall pay D&T for services actually rendered and expenses incurred up to the effective date of termination and D&T shall continue to provide the City with services requested by the City and in accordance with this engagement up to the effective date of termination. D&T shall not be entitled to lost or anticipated profits should the City choose to exercise its option to terminate. D&T may terminate this engagement at any time, immediately upon written notice to the City if D&T determines that the performance of any part of the services under this engagement letter would be in conflict with law, or applicable independence or professional rules or standards. In such case,the City shall compensate D&T under the engagement letter for services provided and expenses incurred up to and including the effective date of termination. 10. INDEMNIFICATION/LIABILITY. D&T SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL LIABILITY, EXPENSE, INCLUDING REASONABLE DEFENSE COSTS AND REASONABLE LEGAL FEES, AND CLAIMS FOR DAMAGES, IN EACH CASE SOLELY FOR BODILY INJURY, DEATH OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, TO THE EXTENT DIRECTLY AND PROXIMAATELY CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF D&T City of Fort Worth_Deloitte&Touchc,LLP 2014 Independent Audit Engagement Page 21 of24 WHILE ENGAGED IN THE PERFORMANCE OF SERVICES HEREUNDER; PROVIDED, HOWEVER,THAT IF THERE ALSO IS FAULT ON THE PART OF THE CITY OR ANY ENTI'T'Y OR INDIVIDUAL INDEMNIFIED HEREUNDER OR ANY ENTITY OR INDIVIDUAL ACTING ON THE CITY'S BEHALF, THE FOREGOING INDEMNIFICATION SHALL BE ON A PROPORTIONATE RESPONSIBILITY BASIS. ACCORDINGLY, THE CITY SHALL NOTIFY D&T PROMTLY, IN WRITING, OF ANY CLAIM OR ACTION FOR WHICH INDEMNITY SHALL BE SOUGHT IN CONNECTION WITH THIS PARAGRAPH 10. ON SUCH NOTIFICATION, D&T SHALL PROMPTLY ASSUME RESPONBILITY FOR AND DEFEND OR SETTLE ANY AND ALL CLAIMS OR ACTIONS DESCRIBED ABOVE WITH COUNSEL OF ITS OWN CHOOSING. THE CITY SHALL COOPERATE IN ALL REASONABLE RESPECTS WITH D&T IN CONNECTIONS WITH ANY SUCH CLAIM. 11. Disclosure of Conflicts and Confidential Information. D&T hereby represents to the City that to the knowledge of the engagement leader providing services hereunder, it has made full disclosure of any existing conflicts of interest related to D&T's services under this engagement. In the event that any conflicts of interest arise after the effective date of the engagement letter, D&T hereby agrees promptly to make full disclosure to the City. D&T further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Notwithstanding the foregoing, the City hereby consents to D&T disclosing such information (1) to its subcontractors, whether located within or outside of the United States,that are providing services in connection with this engagement and who have agreed to be bound by confidentiality obligations similar to those in this paragraph; (2) as may be required by law, regulation,judicial or administrative process, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining hereto;or(3) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (ii) becomes available to D&T on a non-confidential basis from a source other than the City that D&T believes is not prohibited from disclosing such information to D&T by obligation to the City, (iii) is known by D&T prior to its receipt from the City without any obligation of confidentiality with respect thereto, or (iv) is developed by D&T independently of any disclosures made by the City to D&T of such information. In satisfying its obligations under this paragraph, D&T shall maintain the City's trade secrets and proprietary or confidential information in confidence using at least the same degree of care as it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care. 12. Right to Review. D&T agrees that the City shall, until the expiration of three (3) years after conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books and records of D&T involving transactions relating to this engagement at no additional cost to the City. D&T agrees to provide the City with copies of all such documentation at D&T's sole cost and expense. The City shall give D&T reasonable advance notice of intended reviews. The City's right above shall be limited only to those books and records that are necessary to substantiate D&T's invoices hereunder and D&T shall have the right to redact such books and records to the extent it deems necessary to protect its proprietary and confidential information and address any privacy concerns. 13. Compliance with Laws. D&T agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this engagement will also comply with all applicable federal, state and local laws,ordinances,rules and regulations. City of Fort Worth_neloitte&Touche,LIT 2014 Independent Audit Engagement Page 22 of 24 14. Non-discrimination Covenant. D&T agrees that in the performance of its duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 15. Notices. Notices required pursuant to the provisions of this engagement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail, registered,return receipt requested,addressed as follows: City of Fort Worth Deloitte and Touche LLP Attn: Aaron Bovos,Chief Financial Officer Attn: Reem Samra 1000 Throckmorton 201 Main Street, Suite 1501 Fort Worth TX 76102 Fort Worth,Texas 76102 Facsimile: (817)392-8966 Facsimile: 214-880-5376 16. Governing Law/ Venue. This engagement shall be construed in accordance with the laws of the State of Texas. In the event that the parties do not agree to resolve a Dispute through binding arbitration, venue for any action, whether real or asserted, at law or in equity, brought pursuant to this engagement shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 17. Review of Counsel.The parties acknowledge that each party and its counsel have reviewed and revised this engagement letter and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this engagement letter or exhibits hereto. City of Fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 23 of 24 APPENDIX H DISPUTE RESOLUTION PROVISION This Appendix;H is part of the engagement letter dated September 17,2014,between Deloitte& Touche LLP and City of Fort Worth. This Dispute Resolution Provision sets forth the dispute resolution process and procedures applicable to the resolution of Disputes and shall apply to the fullest extent of the law,whether in contract,statute,tort (such as negligence), or otherwise. Mediation: All Disputes shall be first submitted to nonbinding confidential mediation by written notice to the parties,and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts,together with any applicable statutes protecting the confidentiality of mediations or settlement discussions.If the parties cannot agree on a mediator,the International Institute for Conflict Prevention and Resolution("CPR"),at the written request of a party,shall designate a mediator. Arbitration Procedures; If a Dispute has not been resolved within 90 days after the effective date of the written notice beginning the mediation process(or such longer period,if the parties so agree in writing), the mediation shall terminate and the Dispute shall be settled by binding arbitration to be held in Tarrant County, Texas.The arbitration shall be solely between the parties and shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration that are in effect at the time of the commencement of the arbitration,except to the extent modified by this Dispute Resolution Provision(the"Rules"). The arbitration shall be conducted before a panel of three arbitrators. Each of the City and Deloitte& Touche LLP shall designate one arbitrator in accordance with the"screened"appointment procedure provided in the Rules and the two party-designated arbitrators shall jointly select the third in accordance with the Rules.No arbitrator may serve on the panel unless he or she has agreed in writing to enforce the terms of the engagement letter(including its appendices)to which this Dispute Resolution Provision is attached and to abide by the terms of this Dispute Resolution Provision. Except with respect to the interpretation and enforcement of these arbitration procedures(which shall be governed by the Federal Arbitration Act),the arbitrators shall apply the laws of the State of Texas(without giving effect to its choice of law principles)in connection with the Dispute.The arbitrators shall have no power to award punitive,exemplary or other damages not based on a party's actual damages(and the parties expressly waive their right to receive such damages).The arbitrators may render a summary disposition relative to all or some of the issues,provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.Discovery shall be conducted in accordance with the Rules. All aspects of the arbitration shall be treated as confidential,as provided in the Rules. Before making any disclosure permitted by the Rules,a party shall give written notice to all other parties and afford such parties a reasonable opportunity to protect their interests.Further,judgment on the arbitrators' award may be entered in any court having jurisdiction. Costs: Each party shall bear its own costs in both the mediation and the arbitration; however,the parties shall share the fees and expenses of both the mediators and the arbitrators equally. City of fort Worth_Deloitte&Touche,LLP 2014 Independent Audit Engagement Page 24 of 24 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/14/2010 DATE: Tuesday, September 14,2010 REFERENCE NO.: C-24442 LOG NAME: 13P10-0401 AUDIT SERVICES MJ SUBJECT: Authorize a One—Year Contract in an Amount Up to$1,051,200.00 with Deloitte and Touche,LLP,for Independent Audit Services for Fiscal Year 2010 Comprehensive Annual Financial Report and Single Audits with Options to Renew the Contract for Up to Four One—Year Periods RECOMMENDATION: It is recommended that the City,Council authorize a one—year contract in an initial amount up''to $1,051,200;00 with Deloitte and Touche,LLP;for independent audit services for Fiscal Year 2010 Comprehensive Annual Financial Report and Single Audits with options to renew,the contract for up to- our. one—year periods. DISCUSSION: The City of Fort Worth(City)Internal Audit Department will use the professional;serviees agreement with Deloitte.&Touclie LI;P(D&T)tosery"e.as independent auditors for the City's financial statements to ensure conformity with generally accepted accounting principles.D&T will examineihe City's comphance with procedures established by the City, City Ordinances.D&T will also per certain limited ,.. procedures irivolying required supplementary information by the Governmental Accounting Standards Board . ,. (GASH}as mandated by generally accepted,auditing standards as set forth by:the American Institute of �.. , Certified Public Accountants„and,Governnent Auditing Standards The Purchasing Division issued a Request for Proposals(UP)"on April7,201Q soliciting qualified firms of". certified public accountant firms to audit the financial statements for Fiscal Years 2010;2011,2012, 2013 and 2014.The evaluation factors included past experience and performance on comparable government engagements,specific irnpleinentaton of.GASB Statement No; 34,the quality of the firms'professional personnel to be assigned to the-, ngagement;the quality of personnel to be available for technical consultation,the'adequacy of the firms'proposed staffing plan,sampling techniques;analytical procedures to be used on the engagement,;contract costs,,and M/WBE participation. An evaluation panel was made ip of iepreseiit4tiv6s`ffom the Financial ManagementServices Department and the Internal,Audit Department.Five proposals were received in response to the RFP.Proposals,-were received fr"om BKD LLP;Deloitte&Touche,LLP,Grant Thornton,KPMG LLP and Weaver and Tidwell ; LLP.The recommended service provider,Deloitte,&Touche LLP,`was'deemed the most qualified to`perforrn the services.The recommendation was presented to the Audit and Finance Advisory Committee on°July 2010:The committee is in`fauor of this action, ADVERTISEMENT—This RFP Was,advertised in the Font Worth Star=Telegram oil April 7,2010,April 14 2010 April 21 2010 and April 28;:2010. PRICEANALYSIS—Fees under'the recommended agreement are approximately 8.5 percent Tess than those I timateunder the 2009 Agreement due to a reducti d,hours:EStinated hours decreased ue to`the City's, improved internal controls,Prices for each'year's audit are estimated asfollows:.' Ye Estimated` Estimated T644 cost Cost :, Cofitin encFurtd 4 2010 $988;000.00, $63,200.00, $11051,200.00 2011 $1;041,200;00- _ 160,000.00 : $1,701;200,00 . 2012 $1;086;800,00 : $60,000;00 $1;146,800% 2013 $11,140,000.00 $601000.00 $1,200,000.00 2014 i $1200,800,00 $50,000.00 -$1,250,800,00 S Year Total $5,456,800.00 $293,200.00 : $5,750,000,00 3 ESTIMATED CONTINGENCY FUNDS &ndash;The estimated contingency fund dollars are based upon Y 450&ndash,480 additional audit ho'uts for,unanticipated issues that may arise,`' AGREEMENT TERMS.-Upon City Council's approval,the'Agreement'will begin upon execution and expire September 30,2011,unless terminate&earlier in accordance with its terms, j RENEWAL`OPTIONS This Agreement may lie renewed for up to four successive one-year terms at an >� annual amount not to exceed$1;250,800:00 for each renewal year.This'action does iitiCrequire specific City Council approval provided that the,City Council has appropriated sufficient funds to satisfy`the City's obligation during each renewal term. M/WBE=Delo tte and Touche,LLP, - rri compliance;with the City's`M1WBE Ordinance,by eorrimittrng to: 15 percent Iv1/WBE participation,The City's goal on;this project is 15 percent;" FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in tfie current operating j, budget;as appropriated,of the General Fund.The Financial Management Services Director also,certi fie s that' funds will he'included in 6% CityManager's Proposed 2010-2011 Budget of the General Fund, FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers GG01 531200 0101000 $1.051,200.00 CERTIFICATIONS: Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Darlene Allen (6132) Jack Dale (8357) Additional Information Contact: Marilyn Jackson (2059) ATTACHMENTS 1. GG01 531200 0101000.doc 2.MWBE Contract Compliance Memorandum.pdf