HomeMy WebLinkAboutContract 46774 Deloitte. Deloitte 6 Touche LLP
Suite 1501
201 Main Street
Fort Worth,TX 76102-3134
USA
Tel:+1 817 347 3300
Fax:+1 817 336 2013
www.deloitte.com
City Secretary Contract No. 174
CITY OF FORT WORTH
DELOITTE & TOUCHE LLP
INDEPENDENT AUDIT ENGAGEMENT
May 18, 2015
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 the Auditing
Standards and OMB Circular A-133 and UGMS
- Appendix B—Management's Responsibilities
- Appendix C—Communications with the Audit Committee
7;7 - Appendix D—Coordination of the Engagement
m - Appendix E—Circumstances Affecting Timing and Fee Estimate
M
m - Appendix F—Business Associate Appendix
< - Appendix G—General Business Terms OFFICIAL RECORD
o - Appendix H—Dispute Resolution Provision CITY SECRETARY
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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) CircularA-133
Compliance Supplement("OMB Circular A-133")and the State of Texas Governor's Office of Budgets
and Planning Uniform 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 30,2015 (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, 2015, 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, 2015,based on an audit of financial statements performed in accordance
with generally accepted government auditing standards
• Express an opinion on the City's compliance with requirements applicable to each major program
and report 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, 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
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.
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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 2015 to be as follows:
Year Estimated Blended Rate Estimated Total
Total Hours Cost
2015 8,400 $166 $1,394,400
The fees above assume ten programs will be required to be audited as major for the federal and state
single audits. If the single audit risk assessment results in a need to add more or less programs, we will
adjust our fees accordingly. Our most recent experience has indicated that an average major program
requires a total 120 hours at the City. 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 2015 $100,000
October 2015 $100,000
November 2015 $150,000
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December 2015 $150,000
January 2016 $100,000
February 2016 $250,000
March 2016 $250,000
April 2016 $294,425
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 funds 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&T
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
addition to the audited financial statements(e.g., in a periodic filing with a regulator, in a debt or equity
Page 4 of 24
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 procedures that would need to be
performed in connection with any such request. Should D&T agree to perform such procedures, fees for
such procedures would be subject to the mutual agreement of the City and D&T. 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&T 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 tetter 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]
Page 5 of 24
ACCEPTED AND AGREED:
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Deloitte& Touche LLP
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ACCEPTED AND AGREED: ATTEST: ,_„�,_
City of Fort Worth,Texas Contract Authorization:.-
By: By:
I JV
SusanA anis,Assistant City Manager Mary Kayser, Ci e retary
Date: ( � I �� M&C: C-24442; Approved 9/14/2010
APPROVAL ECOMMENDED:
By:
Aaron Bovos, Chief Financial Officer
APPROVED TO FORM AND LEGALITY:
By.
Senior Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
Page 6 of 24 FT.WORTH,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 May 18,2015,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 Statements
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 fraud 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 specifically directed to ascertain the potential of ect on the
financial statements or other financial data significant to the audit ob ec Ives. er n genera ly ccepted
OFFICIAL RECORD
CITY SECRETARY
Page 7 of 24 T
F .WORTH'TA
government auditing standards,we may be required to directly report known or likely fraud,
noncompliance with provisions of laws, regulations, contracts or grant agreements, or 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;
(5)preparing a schedule of findings and questioned costs; and(6)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.
Page 8 of 24
APPENDIX B
MANAGEMENT'S RESPONSIBILITIES
This Appendix B is part of the engagement letter dated March 18, 2015,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 fraud,noncompliance with provisions of laws,regulations,contracts or
grant agreements, or abuse
• 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
• Taking timely and appropriate steps to remedy fraud, noncompliance with provisions of laws,
regulations,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
Page 9 of 24
expenditures of federal and state awards, and statistical data in accordance with the applicable criteria, (2)
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 Preapproval of Services
Management is responsible for the coordination of obtaining the preapproval of the City Council, in
accordance with the City Council's preapproval 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
Code 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,
Page 10 of 24
also has policies and procedures in place for purposes of ensuring that D&T's independence will not be
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 Professional 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®, ISIN®,or Sedol"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.
Page 11 of 24
APPENDIX C
COMMUNICATIONS WITH THE AUDIT COMMITTEE
This Appendix C is part of the engagement letter dated May 18,2015,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(1)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 certain provisions of laws,regulations,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 provisions of laws,regulations,contracts or grant agreements related to
major federal and state programs; certain known questioned costs;known 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.
Page 12 of 24
APPENDIX D
COORDINATION OF THE ENGAGEMENT
This Appendix D is part of the engagement letter dated May 18,2015,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 June 2015 July 2015
Interim audit procedures July 2015 October 2015
Year-end audit procedures December March 2016
2015
Audit Committee Communications:
Planned scope and timing of the audit
(as required by AICPA AU-C 260) August 2015
Internal Control Related matters
(as required by AICPA AU-C 265) March 2016
Significant findings or issues from the audit March 2016
(as required by AICPA AU-C 260)
Report on the basic financial statements March 2016
Report on the City's internal control over financial reporting
and on compliance and other matters based on an audit of March 2016
financial statements performed in accordance with
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 2016
and UGMS
Data Collection Form March 2016
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APPENDIX E
CIRCUMSTANCES AFFECTING TIMING AND FEE ESTIMATE
This Appendix E is part of the engagement letter dated May 18,2015, 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&T will 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.
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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.
f. 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 AICPA 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.
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APPENDIX F
BUSINESS ASSOCIATE APPENDIX
This Appendix F is part of the engagement letter dated May 18,2015 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
Clinical 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
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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. Parts 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.
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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
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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.
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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 May 18, 2015,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(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 Ma;et ure.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.
6. 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
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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&O. 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 PROXIMATELY CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF D&T
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WHILE ENGAGED IN THE PERFORMANCE OF SERVICES HEREUNDER; PROVIDED,
HOWEVER, THAT IF THERE ALSO IS FAULT ON THE PART OF THE CITY OR ANY ENTITY
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, using at least the same degree of care as it employs in maintaining
in confidence its own confidential information of a similar nature,but in no event less than a reasonable
degree of care. Notwithstanding the foregoing, the City hereby consents to D&T disclosing such
information(1)to its contractors providing administrative,infrastructure and other support services to
D&T and its subcontractors providing services in connection with this engagement, in each case,
whether located within or outside of the United States, provided that such contractors and
subcontractors have agreed to be bound by confidentiality obligations similar to those in this
paragraph; (2) as may be required by law or regulation,or to respond to governmental inquiries,or in
accordance with applicable professional standards or rules, or in connection with litigation or
arbitration pertaining hereto;or(3) to the extent such information(i)is or becomes publicly available
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 that D&T believes is not prohibited from disclosing such information
to D&T,(iii)is already known by D&T without any obligation of confidentiality with respect thereto,
or(iv) is developed by D&T independently of any disclosures made to D&T hereunder. 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 Iess 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.
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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.
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APPENDIX H
DISPUTE RESOLUTION PROVISION
This Appendix H is part of the engagement letter dated May 18,2015, 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.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/19/2015
DATE: Tuesday, May 19, 2015 REFERENCE NO.: P-11755
LOG NAME: 13P15-0173 AUDIT SERVICES DB
SUBJECT:
Authorize Agreement with Deloitte & Touche LLP, in an Amount Up to $1,394,400.00 for Independent Audit
Services for Fiscal Year 2015 in Conjunction with the Completion and Publication of the Comprehensive
Annual Financial Report (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize an Agreement with Deloitte & Touche LLP, in an
amount up to $1,394,400.00 for independent audit services for Fiscal Year 2015 in conjunction with the
completion and publication of the Comprehensive Annual Financial Report.
DISCUSSION:
On September 14, 2010, the City Council awarded a contract for financial audit services to Deloitte &
Touche LLP (D&T) for one year with four options to renew, which included the audit for Fiscal Year(FY)
2014 (M&C C-24442). The City's Financial Management Services Department will use the Agreement
proposed in this action to continue services through conclusion of the audit for FY 2015 in order to provide
continuinity during implementation of our Enterprise Resource Planning software system. Under the
proposed Agreement, D&T will be required to perform in accordance with generally accepted auditing
standards, the standards applicable to financial audits and the U.S. Office of Management and Budget
(OMB) Circular A-133 Compliance Supplement(OMB Circular A-133).
The audit will include 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. The audit will also include tests of the City's compliance with certain provisions
of laws, regulations, contracts and grant management.
In addition to the audit services, D&T will assist the City with issues that arise throughout the year.
PRICE ANALYSIS -The price offered by D&T is 9.7 percent higher compared to the price for the contract
awarded in September 2010 (M&C C-24442). The price increase is attributed to additional hours for audit
services. Staff reviewed the prices and determined the prices to be fair and reasonable.
M/WBE - Deloitte &Touche LLP is in compliance with the City's M/WBE Ordinance by committing to 15
percent M/WBE participation on this Agreement. The City's M/WBE goal for this Agreement is 15 percent.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the
City Manager in an amount of up to $50,000.00 and does not require specific City Council approval as
long as sufficient funds have been appropriated.
AGREEMENT TERMS - Upon City Council approval, the contract will begin upon execution and expire on
Logname: 13P 15-0173 AUDIT SERVICES DB Page 1 of 2
completion of the 2015 audit, unless terminated earlier in accordance with its terms.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that upon approval of this recommendation, the
execution of the contract noted above will have no material effect on the Fiscal Year (FY) 2015
budget. While no current year impact is anticipated from this action, funds will be requested in FY 2016
General Fund budget for this contractual obligation and prior to any expenditures being made, the
Financial Management Services Department has the responsibility to validate the availability of funds.
BQN\15-0173\DB
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 531200 0101000 $1.394.400.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Jack Dale (8357)
Additional Information Contact: Doris Brent (2058)
ATTACHMENTS
1. EPLS Deloitte and Touche.pdf (CFW Internal)
2. MWBE Compliance Memo.pdf (CFW Internal)
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