Contract - Whitley Penn, LLP - 5/25/2023 CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES FOR FINANCIAL AND
COMPLIANCE AUDIT SERVICES WITH
WHITLEY PENN,LLP
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
THIS AGREEMENT for professional consulting services for financial and compliance
audit services (the "Agreement") is made by and between the CITY OF ROUND ROCK,
TEXAS, a home-rule municipality with offices located at 221 East Main Street, Round Rock,
Texas 78664-5299 ("City") and WHITLEY PENN, LLP, Certified Public Accountants, with
offices located at 3737 Buffalo Speedway, Suite 600, Houston, Texas 77098 ("Consultant" or
"Whitley Pend').
RECITALS:
WHEREAS, City has determined that there is a need for financial and compliance audit
services; and
WHEREAS, City issued Request for Proposal No. 2023-015 ("RFP No. 2023-015") for
the provision of said services; and
WHEREAS, City has determined that Consultant offers the best value to the City for
said services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights,duties, and obligations hereunder;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE,DURATION,AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term stated
herein,or until terminated or extended as provided herein.
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This Agreement is for auditing services for Fiscal Years 2023-2027 and shall remain
effective until auditing services for Fiscal Year 2027 have been fully completed to the
satisfaction of the City.
City reserves the right to review the Agreement at any time, and may elect to terminate
this Agreement with or without cause or may elect to continue.
2.01 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Five Hundred Fifty-Seven Thousand
Two Hundred Ten and No/100 Dollars ($557,210.00) for the term of this Agreement in
payment for services and the scope of services deliverables, to be paid as delineated in
"Attachment C" of RFP No. 23-015, attached as Exhibit "A," and incorporated herein by
reference. This amount includes reimbursable expenses eligible for payment under this
Agreement.
3.01 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its scope of services for the
assignments delineated herein, and such scope of services is recited in the attached as Exhibit
«A "
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions. This Agreement
shall take precedence in every instance over any conflicting provisions contained in Exhibit"A."
Consultant shall satisfactorily provide all services and deliverables described under the
referenced scope of services within the contract term specified herein. Consultant's undertakings
shall be limited to performing services for City and/or advising City concerning those matters on
which Consultant has been specifically engaged. Consultant shall perform its services in
accordance with this Agreement and in accordance with the referenced scope of services.
Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the scope of services set forth in
Exhibit "A" and herein. However, either party may make written requests for changes to the
scope of services. To be effective, a change to the scope of services must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
4.01 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
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shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
5.01 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
Invoices: To receive payment under this Agreement, Consultant shall prepare and
submit detailed progress invoices to City, in accordance with the delineation contained herein,
for services rendered. Such invoices for professional services shall track the referenced scope of
services, and shall detail the services performed, along with documentation for each service
performed. Payment to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City. Such invoices shall conform to the schedule of services and
costs in connection therewith.
Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this regard, should City determine it necessary,
Consultant shall make all records and books relating to this Agreement available to City for
inspection and auditing purposes.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act. Under no circumstances shall Consultant be entitled to receive interest on payments which
are late because of a good faith dispute between Consultant and City or because of amounts
which City has a right to withhold under this Agreement or state law. City shall be responsible
for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based on
Consultant's net income.
6.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
Consultant agrees to provide City with draft reports and a detailed final written report,
together with all information gathered and materials developed during the course of the project.
Consultant agrees to provide City with additional bound copies of the final written report,
if and as requested, with the right to make additional copies being at the sole election of City.
All copies of the written final report will be to specifications as delineated by City.
7.01 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is enumerated in
Exhibit "A" and herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything herein to the contrary, the parties agree that City retains
absolute discretion and authority for all funding decisions, such to be based solely on criteria
accepted by City which may be influenced by but not be dependent on Consultant's work.
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8.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Consultant a written notice of termination at the end of its then-current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect"on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
B. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 TERMINATION AND DEFAULT
Termination: It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon termination of this Agreement, and shall be promptly delivered to City in a reasonably
organized form without restriction on future use, subject to the conditions set forth herein.
Should City subsequently contract with a new consultant for continuation of service on the
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project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means,manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
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(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
12.01 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved,directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.01 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City shall require its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. Consultant agrees to provide City
with a comprehensive and detailed information request list, if any, by the date set forth in the
Auditing Services Proposal (Exhibit"A").
14.01 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
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for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. City's confidential
information and Consultant's confidential information is collectively referred to as"Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement)the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
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created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
15.01 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
16.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to Consultant; thereafter,
(a) Consultant shall either promptly re-perform such services to City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence,willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence,willful misconduct or fraudulent acts relating to the service provided hereunder.
17.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other parry's prior
written approval,which approval shall not be unreasonably withheld.
18.01 LOCAL,STATE,AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
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(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf,
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.01 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements as required by the
City's Purchasing Department as set forth at: https://www.roundrocktexas. ovg /wn-
content/uploads/2014/12/Insurance-Requirements-2.pdf.
20.01 COMPLIANCE WITH LAWS,CHARTER,AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein,and same shall belong solely to City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
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D. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
21.01 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
22.01 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative(s) authorized to act in its behalf
with regard to this Agreement:
Susan Morgan, CPA, CFO
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
23.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail,with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Whitley Penn,LLP
3737 Buffalo Speedway
Suite 600
Houston, Texas 77098
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock,TX 78664
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AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
24.01 APPLICABLE LAW,ENFORCEMENT,AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
25.01 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
26.01 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14)or any applicable state arbitration statute.
27.01 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
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casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
28.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
29.01 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to City and according to generally accepted business
practices.
30.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
31.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
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32.01 COMPLIANCE WITH LAWS, CHARTER,AND ORDINANCES
Consultant, its agents, employees and subcontractors shall use best efforts to comply with
all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards,bureaus and agencies.
33.01 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such
right or power or be construed to be a waiver. A waiver by either party of any of the covenants
to be performed by the other or any breach thereof shall not be construed to be a waiver of any
succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in
writing and signed by an authorized representative of the party against whom such waiver or
discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, any one of which shall be
considered an original of this document; and all of which, when taken together, shall constitute
one and the same instrument. City agrees to provide Consultant with one fully executed original.
[Signatures on the following page.]
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•
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the
dates indicated.
Whitley Penn,,LLLC
By: =��Printed Name:
Name: Pe►�c;c k S i, �o S
Title: 6f-Y,
Date Signed: S- 1 D - 7,3
City of Round Rock,Texas
By: _ �, M I —
Printed Name:
Title:
Date Signed: 2
For City,Attest:
eagan Spi , City (perk
For City,Approved as to Form:
BY44ephie
—
L. San re, Nty Attorney
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Exhibit "A"
ROUND ROCK TEXAS
PURCHASING DIVISION
City of Round Rock
Purchasing Division
221 East Main Street
Round Rock, Texas 78664-5299
www.roundrocktexas.gov
REQUEST FOR PROPOSAL (RFP)
FINANCIAL AUDIT SERVICES
SOLICITATION NUMBER 23-015
FEBRUARY 2023
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
FINANCIAL AUDIT SERVICES
PART I
GENERAL REQUIREMENTS
1. PURPOSE: The City of Round Rock, herein after"the City" seeks proposals from firms experienced in
financial audit services to audit its financial statements for the fiscal year ending September 30, 2023, and for
each of the five (4) subsequent fiscal years. These audits are to be performed in accordance with generally
accepted auditing standards set forth by the Comptroller General of the United States Government Auditing
Standards, the provisions of the federal Single Audit Act of 1984 (as amended in 1996), and U.S. Office of
Management and Budget (OMB) Uniform Guidance, Audits of States, Local Governments, and Non-Profit
Organizations.
2. BACKGROUND: The City is a home-rule municipality operating under a Council-Manager form of
government. The City serves an area of approximately 28 square miles with a population over 124,000. The
City's fiscal year begins on October 1 and ends on September 30.
A. The services provided by the City under general governmental functions include police and fire protection,
street maintenance, public improvements, planning and zoning, parks operation and maintenance, library
services, and administrative services necessary to serve the citizens of Round Rock. In addition, water,
wastewater, drainage, and golf services are operated under an Enterprise Fund concept, with user
charges set to ensure adequate coverage of operating expenses and payments on outstanding debt.
B. The City has a total biweekly payroll of approximately $2,300,000 covering 1,100 employees.
C. The City is organized into fifteen (15) departments. The accounting and financial reporting functions of
the City are centralized.
D. Detailed information of the City, including the Charter, current and prior Comprehensive Annual Financial
Reports, Annual Budget, maps and background information can be found on-line on the City's website,
www.roundrocktexas.gov, and at the City's Library located at 216 East Main, Round Rock, Texas 78664.
3. SOLICITATION PACKET: This solicitation packet is comprised of the following:
Description Index
Part I —General Requirements Page(s) 2-4
Part II —Definitions, Standard Terms and Conditions, Page 5
and Insurance Requirements
Part III —Supplemental Terms and Conditions Page(s) 6-8
Part IV—Statement of Work Page(s) 9-12
Part V— Proposal Preparation Instructions and Evaluation Factors Page(s) 13-16
Attachment A—Reference Sheet Separate Attachment
Attachment B —Cost Proposal Sheet Separate Attachment
4. SCHEDULE OF EVENTS: It is the City's intention to follow the solicitation timeline below.
EVENT DATE
Solicitation released February 24, 2023
Deadline for submission of questions March 8, 2023 @ 5:00 PM, CST
City responses to questions or addendums March 13, 2023 @ 5:00 PM, CST
Deadline for submission of responses March 24, 2023 @ 3:00 PM, CST
Page 2 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
All questions regarding the solicitation shall be submitted through Bonfire in writing by 5:00 PM, CST on the
due date noted above. A copy of all questions submitted and the City's response to the questions shall be
posted on the City's webpage in the form of an addendum at:
https:Hroundrocktexas.bonfirehub.com
The City reserves the right to modify these dates. Notice of date change will be posted to the City's website:
https://roundrocktexas.bonfirehub.com
5. SOLICITATION UPDATES: Respondents shall be responsible for monitoring the City's website at
https:Hroundrocktexas.bonfirehub.com for any updates pertaining to the solicitation described herein. Various
updates may include addendums, cancellations, notifications, and any other pertinent information necessary
for the submission of a correct and accurate response. The City will not be held responsible for any further
communication beyond updating the website.
6. RESPONSE DUE DATE: Appropriately submitted responses are due at or before 3:00 PM, on the due date
noted in PART I, Section 4—Schedule of Events. The Offeror shall respond via the City's electronic bidding
platform, Bonfire: https:Hroundrocktexas.bonfirehub.com
A. This request for proposal (RFP) does not commit the City to contract for any supply or service.
B. No paper or submittals outside of Bonfire will be accepted by the City.
C. Responses cannot be altered or amended after digital opening.
D. No response can be withdrawn after opening without written approval from the City for an acceptable
reason.
E. The City will not be bound by any oral statement or offer made contrary to the written specifications.
F. Samples and/or copies shall be provided at the Respondent's expense and shall become the property of
the City.
G. Late responses will not be considered.
7. CERTIFICATE OF INTERESTED PARTIES: Section 2252.908 of the Texas Government Code requires the
successful offeror to complete a Form 1295"Certificate of Interested Parties"that is signed for a contract
award requiring council authorization. The"Certificate of Interested Parties"form must be completed on the
Texas Ethics Commission website, printed, signed, and submitted to the City by the authorized agent of the
Business Entity with acknowledgment that disclosure is made under oath and under penalty of perjury prior to
final contract execution. Link to Texas Ethics Commission Webpage:
https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm
8. EX PARTE COMMUNICATION: Please note that to insure the proper and fair evaluation of an offer, the City
of Round Rock prohibits ex parte communication (e.g., unsolicited) initiated by the Offeror to the City Official,
Employee, City Consultant, or Evaluation Team member evaluating or considering the offers prior to the time
an award decision has been confirmed. Communication between an Offeror and the City will be initiated by
the appropriate City Official or Employee in order to obtain information or clarification needed to develop a
proper and accurate evaluation of the offer. Ex parte communication may be grounds for disqualifying the
offending Offeror from consideration of award in evaluation or any future bid.
9. OPPORTUNITY TO PROTEST: The Purchasing Manager for the City of Round Rock ("City"), in consultation
with the City Attorney, shall have the authority to settle or resolve any dispute concerning the solicitation or
award of a contract. The Purchasing Manager may solicit written responses to the protest from other
interested parties. The aggrieved person must prepare his or her complaint in writing and send it by
electronic mail to the City's Purchasing Department at protest(aD-roundrocktexas.gov.
In the event of a timely protest, the City shall not proceed further with the solicitation or award of a contract
unless it is determined that the award must take place without delay, to protect the best interests of the City.
The procedures for notifying the City of an alleged deficiency or filing a protest are listed below. If you fail to
comply with any of these requirements, the Purchasing Office may dismiss your complaint or protest.
Page 3 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
A. Prior to Offer Due Date: If you are a prospective offeror for the award of a contract ("Offeror") and you
become aware of the facts regarding what you believe is a deficiency in the solicitation process before the
due date for receipt of offers in response to a solicitation ("Offers"), you must notify the City in writing of
the alleged deficiency before that date, giving the City an opportunity to resolve the situation prior to the
Offer due date.
B. After Offer Due Date: If you submit an Offer to the City and you believe that there has been a deficiency
in the solicitation process or the award, you have the opportunity to protest the solicitation process, or the
recommended award as follows:
i. You must file a written notice of your intent to protest within four(4) working days of the date that you
know or should have known of the facts relating to the protest. If you do not file a written notice of
intent within this time, you have waived all rights to protest the solicitation process or the award.
ii. You must file your formal written protest within ten (10)working days of the date that you know or
should have known of the facts relating to the protest unless you know of the facts before the Offer
has been closed. If you know of the facts before those dates, you must notify the City as stated in
section (A) above.
iii. You must submit your protest in writing and must include the following information:
a. your name, address, telephone number, and email address.
b. the solicitation number,
c. a specific identification of the statutory or regulatory provision that you are alleging has been
violated.
d. a detailed statement of the factual grounds for your protest, including copies of any relevant
documents.
e. a statement of any issues of law or fact that you contend must be resolved, and
f. a statement of the argument and authority that you offer in support of your protest.
iv. Your protest must be concise and presented logically and factually to help with the City's review.
C. Receipt of Timely Protest: When the City receives a timely and complete written protest, the Purchasing
Manager, with assistance from the City Attorney, shall make one of the following determinations:
i. Determine that a violation of rules and statutes has occurred prior to the award of the contract and
inform you and other interested parties of the determination. The City will prepare updated solicitation
documents and will re-solicit.
ii. Determine that no violation of rules or statutes has occurred and inform you and other interested
parties of the decision by letter. The reasons for the determination will be presented in the letter.
iii. Determine that a violation of rules and statutes has occurred after the award of the contract and
inform you and other interested parties of the determination. However, the awarded contract will not
be canceled. As needed, corrective actions may be taken with purchasing or any other pertinent City
staff.
iv. A determination will usually be made within fifteen (15) business days after receipt of the formal
protest.
v. Any written decisions by the Purchasing Manager shall be the final administrative action for
the City.
All documentation pertaining to a protest will be kept on file at the City and are subject to open records
requests.
Page 4 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
PART II
DEFINITIONS, STANDARD TERMS AND CONDITIONS,
AND INSURANCE REQUIREMENTS
1. DEFINITIONS, STANDARD TERMS AND CONDITIONS: By submitting a response to this solicitation, the
Respondent agrees that the City's Definitions and Standard Terms and Conditions, in effect at the time of
release of the solicitation, shall govern unless specifically provided otherwise in a separate agreement or on
the face of a purchase order. These can be obtained from the City's website at:
https://www.roundrocktexas.gov/city-departments/purchasing/. In addition, the Supplemental Terms and
Conditions listed in Section III, shall also be enforced as part of the contract.
2. INSURANCE: The Respondent shall meet or exceed all insurance requirements set forth in Standard
Insurance Requirements. The City's Standard Insurance Requirements document can be viewed and
downloaded from the City's website at: https://www.roundrocktexas.gov/city-departments/purchasing/
In addition, the Respondent shall obtain and maintain an errors and omissions insurance policy providing a
prudent amount of coverage for the willful or negligent acts, or omissions of any officers, employees, or
agents thereof and shall continue to maintain the insurance policy in full force and effect during the term of an
agreement entered into as a result of this solicitation.
Page 5 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
PART III
SUPPLEMENTAL TERMS AND CONDITIONS
1. AGREEMENT TERM: The terms of the awarded agreement shall include but not be limited to the following:
A. The term of the resulting Agreement shall be effective on the date it has been signed by each party and
shall remain effective until auditing services for five (5) fiscal years (Fiscal Year 2023 through Fiscal Year
2027) have been fully completed to the satisfaction of the City.
B. The City reserves the right to review the Respondents' performance at the end of each twelve (12) month
period and cancel all or part of the agreement or continue the agreement through the next period.
C. The City will require a Letter of Engagement executed annually prior to the beginning of each succeeding
twelve (12) months term.
D. If the Respondent fails to perform its duties in a reasonable and competent manner, the City shall give
written notice to the Respondent of the deficiencies and the Respondent shall have thirty (30) days to
correct such deficiencies. If the Respondent fails to correct the deficiencies within the thirty (30) days, the
City may terminate the agreement or letter of engagement by giving the Respondent written notice of
termination and the reason for the termination.
E. If the Letter of Engagement is terminated, for any reason, the Respondent shall turn over all records, to
include but not be limited to the following: records of services, deliverables, and transactions, to the City
within fifteen (15)working days after the date of termination.
F. If the Agreement is terminated, for any reason, the Respondent shall turn over all records to the City within
fifteen (15) working days after completion of duties contained in the Agreement.
2. RESPONDENT QUALIFICATIONS: Respondent shall, at a minimum, confirm they meet and address the
following requirements in their proposal response:
A. Be firms, corporations, individuals, or partnerships normally engaged in providing financial auditing
services for governmental agencies as specified herein and have adequate organization, facilities,
equipment, financial capability, and personnel to ensure prompt and efficient service to the City.
B. In order to confirm financial stability, the City may choose to review audited financial statements at any
time throughout the RFP evaluation process. Upon request, the Respondent shall provide two years
audited financial statements, including any notes or supplemental schedules within 2 business days of the
original request.
C. Be domiciled in or have a home office inside the United States. Respondents domiciled outside the
United States, or not having a home office inside the United States will not be included for consideration
in this RFP process.
D. Be independent and licensed to practice in Texas.
E. Have no conflict of interest with regard to any other work performed by the firm for the City. Respondents
shall be neutral and impartial, shall not advocate specific position to the City. Respondents shall identify
the extent, nature, and length of these relationships or engagements. Entities having a conflict of interest,
as determined by the City, will not be eligible for contract award.
F. Respondent has performed five or more audits of Texas Municipalities in the past two (2) years.
G. Prepared five or more ACFRs that have received the GFOA's Certificate of Achievement for Excellence in
Financial Reporting.
3. SUBCONTRACTORS: Respondent shall not subcontract or otherwise engage subcontractors to perform
required services. The City seeks to do business directly with a company experienced in financial audit
services.
4. SAFETY: The City reserves the right to remove any employee from City property for violation of federal, state,
and local health, safety and environmental laws, ordinances, rules, and regulations. The Respondent shall:
A. Ensure that all employees comply with all Occupational Safety and Health Administration (OSHA), State
and City safety and occupational health standards and other applicable federal, state, and local health,
safety, and environmental laws ordinances, rules, and regulations in the performance of these services.
Page 6 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
B. Be held responsible for the safety of their employees and unsafe acts or conditions that may cause injury
or damage to any persons or property within and around the work site. In case of conflict, the most
stringent safety requirement shall govern.
C. Indemnify and hold the City harmless from and against all claims, demands, suits, actions,judgments,
fines penalties and liability of every kind arising from the breach of the Contractor's obligations under this
paragraph.
5. PRICING: The Respondent shall determine and submit a fixed cost for the work and shall include all
incidental costs, labor, overhead charges, travel, payroll expenses, freight, equipment acquisition and
maintenance, demurrage, fuel surcharges, delivery charges, costs associated with obtaining insurance,
bonds, and risk management. No separate line-item charges shall be permitted for either response or invoice
purposes.
6. PRICE INCREASE: Contract prices for financial audit services shall remain firm throughout the initial twelve
(12) month term of the contract. A price increase to the agreement may be considered on the anniversary
date of the Contract each year and shall be equal to the consumer price index for that year, but at no time can
the increase be greater than 10%for any single line item unless otherwise approved by the City.
A. Consumer Price Index(CPI): Price adjustments will be made in accordance with the percentage
change in the U.S. Department of Labor Consumer Price Index (CPI-U)for all Urban Consumers. The
price adjustment rate will be determined by comparing the percentage difference between the CPI in
effect for the base year six-month average(January through June OR July through December), and each
(January through June OR July through December six month average)thereafter. The percentage
difference between those two CPI issues will be the price adjustment rate. No retroactive contract price
adjustments will be allowed. The Consumer Price Index(CPI) is found at the Bureau of Labor Statistics,
Consumer Price Index website: httr)://www.bls.gov/coi
B. Procedure to Request Increase:
i. Email the written price increase request to purchasing(a)roundrocktexas.gov with the rate detail
comparison, a comprehensive calculation, and any supporting documentation to the designated City
Contract Specialist a minimum of 45 days prior to the annual Contract anniversary date. The detailed
written calculation will be verified and confirmed. All written requests for increases must include the
City of Round Rock contract number, solicitation reference information and contact information for the
authorized representative requesting the increase.
ii. Upon receipt of the request, the City reserves the right to either accept the escalation and make
change to the purchase order within 30 days of the request or negotiate with the Vendor or cancel the
agreement or purchase order if an agreement cannot be reached on the value of the increase.
7. PERFORMANCE REVIEW: The City reserves the right to review the awarded Contractor's performance
anytime during the contract term.
8. AWARD: The City reserves the right to enter into an Agreement or a Purchase Order with a single award,
split award, primary and secondary award, non-award, or use any combination that best serves the interest
and at the sole discretion of the City. Respondents to the solicitation will be notified when City staff
recommendation of award has been made. The award announcement will be posted to the City's website at
https:Hroundrocktexas.bonfirehub.com once City Council has approved the recommendation of award and the
agreement has been executed.
9. POINT OF CONTACT/DESIGNATED REPRESENTATIVE:
A. Contractor's point of contact: In order to maintain consistent standards of quality work performed
across the City, the City shall be provided with a designated and identified point of contact upon award of
the contract to include contact information. The City's designated representative shall be notified by the
Respondent immediately should the point of contact change.
Page 7 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
B. The City's designated representative: The City's designated representative shall be:
Melana Taylor
Deputy Chief Financial Officer
Finance
Phone: 512-218-3295
E-mail: mtaylor(aD-roundrocktexas.-gov
Page 8 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
PART IV
STATEMENT OF WORK
1. BACKGROUND INFORMATION
A. Fund Structure: The City uses the following fund types and account groups in its financial reporting:
Fund Type Number of
Individual Funds
General Fund 1
-Special revenue funds 9
Debt service funds 4
-Capital projects funds 9
-Enterprise funds-Utility 14
-Enterprise funds-Golf 3
Internal service funds 2
NOTE: Several of the above funds are combined for reporting purposes.
B. Budgetary Basis of Accounting: The City prepares its governmental fund type budgets on a basis
consistent with generally accepted accounting principles.
C. Federal And State Financial Assistance Awards: During the fiscal years to be audited, the City receives
the following Federal and State financial assistance awards:
• U.S. Department of Transportation
• U.S. Department of Homeland Security
• U.S. Department of Treasury
• U.S. Department of Justice
• U.S. Department of Housing & Urban Development
• Texas State Library &Archives Commission
D. Pension Plans: The City provides pension benefits for all its full-time employees through a non-
traditional,joint contributory, hybrid benefit plan in the state-wide Texas Municipal Retirement System
(TMRS), an agent multiple-employer public employee retirement system.
E. Blended Component Unit: A seven-member board appointed by the City Council governs the Round
Rock Transportation and Economic Development Corporation (Corporation), an entity legally separate
from the City. The City Council maintains budgetary control of the Corporation. For financial reporting
purposes the Corporation is presented as a part of the City's operations. The revenues of the Corporation
and its administrative expenditures are accounted for in a special revenue fund; debt service is accounted
for in the separate corporation debt service fund, while the capital improvements are accounted for in a
capital projects fund.
This component unit is to be audited as part of the audit of the City of Round Rock's financial statements.
F. Magnitude of Finance Operations: The Finance Division is headed by the Chief Financial Officer and
consists of fifty-nine(59) employees. The principal functions performed, and the numbers of employees
assigned to each are as follows:
Number of
Function Employees
Accounts Payable 2
General Ledger 3
Construction Improvement Projects 2
-Purchasing 6
Payroll 3
Asset Mana ement/Grants 1
-Budget 3
Contract Management 1
-Treasury/Banking 1
-Municipal Court 13
Page 9 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
-Utility Billing 17
-Accounting Supervisors 3
Accounting Managers 2
-Deputy Chief Financial Officer 1
Chief Financial Officer 1
G. Computer Systems: The City utilizes the following systems for transactions:
i. Tyler Technology's Incode for Court Department.
ii. Tyler Technology's Munis for Financial, Human Resources, Payroll and Utility Billing.
2. SCOPE OF WORK: The Respondent shall provide the following auditing services, and in accordance with
generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants
(AICPA), U.S. GAO Government Auditing Standards, the provisions of the federal Single Audit Act of 1984 (as
amended in 1996) and U.S. OMB Uniform Guidance, Audits of States, Local Governments, and Non-Profit
Organizations:
A. Express an opinion on the fair presentation of the City's basic financial statements in conformity with
generally accepted accounting principles; auditing of the basic financial statements; performance of
certain limited procedures mandated by generally accepted auditing standards; auditing of information
contained in the Schedule of Expenditures of Federal Awards and evaluating the effectiveness of the
City's internal controls.
B. Perform certain limited procedures involving required supplementary information required by the
Governmental Accounting Standards Board as mandated by generally accepted auditing standards.
C. Advise the City on meeting the most current post disclosure requirements in its supplementary section of
the Annual Comprehensive Financial Report(ACFR).
D. Audit information contained in a schedule of federal and state financial assistance—this information must
be subjected to the auditing procedures applied in the audit of basic financial statements and in
accordance with Governmental Auditing Standards, the Single Audit Act as amended in 1996, US Office
of Management and Budget("OMB") Uniform Guidance and the State of Texas Uniform Grants
Management Standards, Chapter IV, Texas State Single Audit Circular. As needed, an opinion of the fair
presentation of this schedule in relation to the basic financial statements taken as a whole must be
provided.
E. Perform certain limited procedures on management controls on investments and adherence to the City's
established investment policies, as required by Texas state law.
F. The Respondent may be requested to provide other types of services. Examples include additional
audits or reviews of specific areas such as the City's utility funds, component units, cost studies, and
other consulting services. The scope of the City's annual audit may be broadened and/or special projects
assigned with the advance written consent of the City, and fees for such additional services must be
determined in writing in advance.
G. Perform additional services and provide technical support throughout the year, including new GASB
pronouncements.
H. Personnel: Work may be performed on site or remote.
i. Engagement partners, managers, other supervisory staff, and specialists may be changed if those
personnel leave the firm, are promoted or are assigned to another office. These personnel may also
be changed for other reasons with the express prior written permission of the City. However, in either
case, the City retains the right to approve or reject replacements.
ii. Consultants and firm specialists mentioned in response to this solicitation can only be changed with
the express prior written permission of the City, which retains the right to approve or reject
replacements.
iii. Other audit personnel may be changed at the discretion of the Respondent provided that replacements
have substantially the same or better qualifications or experience.
Page 10 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
3. REQUIRED REPORTS: The primary purpose of the required auditing services shall be to express
an opinion on the basic financial statements taken as a whole. The combining and non-combining
major fund type statements and supplementary schedules shall be subject to the same auditing
procedures as the audit of the basic financial statements.
A. Following the completion of audit of the fiscal year's financial statements, the Contractor shall issue all
reports currently required by the state and federal grantors, the American Institute of Certified Public
Accountants, GASB, the Government Finance Officers Association ("GFOX) of the United States and
Canada, and any other regulatory agencies.
B. In the required reports on internal audits, the Contractor shall communicate any reportable conditions
discovered during the audit to the Chief Financial Officer and the City's governing body. A reportable
condition shall be defined as a significant deficiency in the design or operation of the internal control
structure which could adversely affect the City's ability to record, process, summarize, and report financial
data consistent with the assertions of management in the financial statements. Reportable conditions
that are also material weaknesses shall be identified as such in the report.
C. Non-reportable conditions discovered by the Contractor shall be reported in a separate letter to
management, which shall be referenced in the reports on internal controls.
D. A report shall also be issued on the Schedule of Expenditures of Federal Awards and the internal control
structure used in administering those financial awards.
E. The Contractor shall be required to make an immediate written report to the Chief Financial Officer and
the governing body detailing any and all irregularities and illegal acts discovered.
F. Upon written request, the Contractor shall provide detailed reports including audited financial statements
on the City's component units or the utility, the cost for which must be established in writing in advance.
G. The Contractor shall ensure that the City's Mayor and governing body are informed of each of the
following in its report:
i. Responsibilities of auditors under generally accepted and government auditing standards.
ii. Significant accounting policies.
iii. Management judgments and accounting estimates.
iv. Significant audit adjustments.
v. Other information in documents containing audited financial statements.
vi. Disagreements with management.
vii. Management consultation with other professional accountants.
viii. Major issues discussed with management prior to retention of the selected firm.
ix. Difficulties encountered in performing the audit.
x. The Contractor shall provide the City with information relating to regulation changes that affect the
City and its operations such as timely notification of changes proposed or initiated by GASB, FASB,
or GAO.
4. WORKING PAPER RETENTION AND ACCESS TO WORKING PAPERS: All working papers and reports shall
be retained, at the Contractor's expense, for a minimum of five(5)years, from completion of the audit, unless
the firm is notified, in writing by the City, to extend the retention period. The Contractor shall make working
papers accessible, upon request, to the following parties or their designees:
• City of Round Rock
• State or Federal grant agencies
• U.S. Government Accountability Office
• Parties designated by the federal or state governments or by the City as part of an audit quality review
process.
• Auditors of entities of which the City is a subrecipient of grant funds.
• In addition, the Respondent shall respond to inquiries of successor auditors and allow successor
auditors to review working papers related to matters of continuing accounting significance.
• Legal Requirements: It shall be the responsibility of the Respondent to be knowledgeable of all
Federal, State and Local laws, ordinances, rules, and regulations that in any manner affect the
services covered herein which may apply.
Page 11 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
5. CITY RESPONSIBILITIES: The City will provide the following to the Contractor-
A. City staff will prepare supporting schedules and all financial statements. An interim"prepared by client list"
is to be provided to the Chief Financial Officer on or before June 15th of each year under contract. This list
should include adequate detail and explanation as to the purpose of the working paper or item requested.
City staff will be available to the Contractor for purposes of pulling invoices, providing access to proper files
or for explanation of procedures. Similarly, a final prepared by client list is to be provided to the Chief
Financial Officer no later than four weeks prior to the start of final fieldwork. City staff and responsible
management will be available during normal working hours throughout the course of the audit to assist the
Contractor by providing information, documentation, and explanations. Preparation of confirmations shall
be the sole responsibility of the Contractor.
B. The City will provide workspace, desks, chairs, Wi-Fi internet access and photocopying equipment.
C. The Contractor will be provided with VPN access for remote work.
6. ANNUAL COMPREHENSIVE FINANCIAL REPORT(ACFR): City staff prepares all information included in the
City's ACFR, and the Contractor shall review this information and approve the ACFR prior to printing. The
Schedule of Expenditures of Federal Awards, and related auditor's reports as well as reports on internal control
structure and compliance must be included in the ACFR.
7. SCHEDULE FOR INITIAL FISCAL YEAR AUDIT: The Contractor shall submit a schedule of the following audit
functions to the Controller for review:
A. Audit planning and scheduling—expected to be performed in May.
B. Information to be provided by the City—an interim"prepared by client list" is to be provided to
the Chief Financial Officer on or before June 15'h of each year under contract.
C. Interim—expected start and completion dates(early July-early August). Historically, auditors
have spent 4 weeks or less on site.
D. Completion of field work for initial audit—the Contractor shall make every effort to complete all required
field work no later than December 1, 2023, to allow the City to draft its Comprehensive Annual Financial
Report. A final prepared by client list is to be provided to the Chief Financial Officer no later than 4 weeks
prior to the start of final fieldwork.
8. ENTRANCE CONFERENCES, PROGRESS REPORTS,AND EXIT CONFERENCES: The Contractor shall
schedule an entrance conference, periodic progress reports and an exit conference with the Chief Financial
Officer or relevant staff. Fees for these events must be stated in the proposal. In the event additional
meetings are required, such meetings must be agreed upon in writing in advance by the City.
9. FINAL REPORT DUE DATE: City staff will prepare draft financial statements, notes and all required
supplementary schedules and statistical data for submission to the Contractor for review no later than January
12,2024, and the Contractor shall provide all recommendations, revisions, and suggestions for improvements to
the Chief Financial Officer within five days of receipt of the draft. The final ACFR and auditor's opinion shall be
issued no later than February 2, 2024.
Page 12 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
PART V
PROPOSAL PREPARATION INSTRUCTIONS
AND EVALUATION FACTORS
1. PROPOSAL ACCEPTANCE PERIOD: All proposals are valid for a period of one hundred and twenty (120)
calendar days subsequent to the RFP closing date unless a longer acceptance period is offered in the proposal.
2. PROPOSAL RESPONSE: Responses shall be clear and concise while appropriately responding to the
evaluation criteria listed below in Section 3. In order to do business with the City of Round Rock you must be
registered with the City's Vendor Database. To register, go to:
https://roundrocktxvendors.munisselfservice.comNendors/default.aspx
Proposal Submittal Instructions: The Respondent shall include all of the following documents in their
response-
❑ Attachment A- Reference Sheet
❑ Attachment B- Cost Proposal Sheet
❑ Acknowledged Addenda (if applicable)
❑ Company Information-which gives in brief, concise terms, a summation of the proposal. Include the
following-
Business Organization: State full name and address of your organization and identify parent company if
you are a subsidiary. Specify the branch office or other subordinate element which will perform, or assist in
performing, work herein. Indicate whether you operate as a partnership, corporation, or individual. Include
the State in which incorporated or licensed to operate.
Project Management Structure: Provide a general explanation and chart which specifies project leadership
and reporting responsibilities; and interface the team with City project management and team personnel.
Authorized Negotiator: Include the name, email address, and telephone number of the person(s) in your
organization authorized to negotiate Contract terms and render binding decisions on Contract matters.
❑ Segment requirements listed below in Part V, Item 3.
❑ Letter of Transmittal.
a. Briefly state your firms understanding for the services to be performed and make a positive
commitment to provide the services as specified.
b. A statement of affirmation warranting compliance with State of Texas laws with respect to foreign (non-
state of Texas) corporations.
c. A statement of affirmation warranting responsibilities shall not be delegated or subcontracted without
prior written permission of the City.
d. A statement why the firm believes itself to be best qualified to perform the engagement and a
statement that the response is a firm offer for the period stated.
e. Provide the name(s) of the person(s) authorized to make representations for your firm, their titles,
address, telephone numbers and e-mail address.
❑ A statement of your compliance with all applicable rules and regulations of Federal, State and Local
governing entities.
❑ List of Exceptions (if any)- Be advised that exceptions to any portion of the Solicitation may jeopardize
acceptance of the Proposal by the City. Exceptions to this solicitation if any, shall be submitted on a
separate sheet labeled "Exceptions" with the Respondent's proposal.
❑ List of any additional fees not specifically called out by the City in Attachment B- Cost Proposal Sheet that
may be required to perform the tasks requested by this solicitation.
Page 13 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
3. EVALUATION CRITERIA:
A. Segment 1 —Company Work Experience and Personnel
i. Company Work Experience: State the number of years the Respondent company has been providing
the services requested in the solicitation. Describe only relevant municipal, corporate, and individual
experience for the company and personnel who will be actively engaged in the project. Do not include
corporate experience unless personnel assigned to this project actively participated. Do not include
experience prior to 2017. Supply the project title, year, and reference name, title, present address, and
phone number of principal persons for whom prior projects were accomplished.
1) Respondent shall submit a copy of the report on its most recent peer review, with a statement
whether that peer review included a review of specific government engagements, and whether in
the most recent review, an unmodified opinion was issued.
2) Respondent shall also provide information on the results of any federal or state desk reviews or
field reviews of its audits during the past three (3) years. In addition, Respondent shall provide
information on the circumstances and status of any disciplinary action taken or pending against the
Respondent during the past three (3)years with state regulatory bodies or professional
organizations.
3) In addition to the submission of Attachment A-Reference Sheet, list separately all engagements
within the last five years, ranked on the basis of total staff hours, for the City by type of engagement
(e.g. audit, management advisory services, other). Indicate the scope of work, date, engagement
partners, total hours, the location of the firm's office from which the engagement was performed,
and the name and telephone number of the principal client contact.
4) For the Respondent's office that will be assigned responsibility for the audit, list the most significant
engagements(maximum- 5) performed in the last five years that are similar to the engagement
described in this solicitation. These engagements shall be ranked on the basis of total staff hours.
Indicate the scope of work, date, engagement partners, total hours, and the name and telephone
number of the principal client contact.
ii. Personnel: Include names, qualifications, and resumes of all personnel who will be assigned to the
account. State the primary work assigned to each person and the percentage of time each person will
devote to this work. Identify key persons by name and title.
1) Identify the principal supervisory and management staff, including engagement partners, managers,
other supervisors, and specialists, who would be assigned to the engagement. Indicate whether
each such person is registered or licensed to practice as a certified public accountant in Texas.
Provide information on the government auditing experience of each person, including information
on relevant continuing professional education for the past three(3)years and membership in
professional organizations relevant to the performance of this audit.
2) Provide as much information as possible regarding the number, qualifications, experience, and
training, including relevant continuing professional education, and specific experience related to
GFOA Certificate of Achievement for Excellence in Financial Reporting, of the specific staff to be
assigned to this engagement. Indicate how the quality of staff over the term of the agreement will
be assured.
3) Adequacy of proposed staffing plan for various segments of the engagement.
4) Past experience of Respondent's professional personnel to be assigned to the engagement with
the GFOA's Certificate of Achievement for Excellence in Financial Reporting.
B. Segment 2- Respondent's Methodology.Approach, &Timeline
Respondent's Method and Approach: Respondent shall define the method and approach to be used.
The Response shall set forth a work plan, including an explanation of the audit methodology to be followed,
to perform the services. In developing the work plan, reference shall be made to such sources of
information as City budget and related materials, organizational charts, manuals and programs, and
financial and other management information systems. Respondents shall provide the following information
on their audit approach:
i. Proposed segmentation of the engagement.
Page 14 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
ii. Level of staff and number of hours to be assigned to each proposed segment of the engagement.
iii. Sample size and the extent to which statistical sampling is to be used in the engagement.
iv. Extent of use of computer audit tools in the engagement.
v. Type and extent of analytical procedures to be used in the engagement.
vi. Approach to be taken to gain and document an understanding of the City's internal control
structure
vii. Approach to be taken in determining laws and regulations that will be subject to audit test work.
viii. Approach to be taken in drawing audit samples for purposes of tests of compliance.
ix. Approach and frequency to be taken regarding regular communications with the Chief Financial Officer
regarding the engagement status.
x. Identify and describe any anticipated potential audit problems, the firm's approach to resolving these
problems and any special assistance that will be requested from the City.
Timeline: The Respondent shall submit a detailed schedule for the Fiscal Year 2023 audit per these
specifications:
i. Interim work start and completion dates. Historically, performed late July and early August of the
year. An"interim prepared by client list" is to be provided to the City no less than two weeks prior to the
start of interim field work.
ii. A detailed audit plan and a list of all schedules needed shall be provided to the City by September 30 of
the year audited.
iii. The Respondent shall use their best efforts to complete all fieldwork no later than December 1, 2023,
and each subsequent year.
iv. Entrance conferences, progress reporting and exit conferences shall be developed for audits of current
and future fiscal years, provided, the City exercises its option for additional audits. Contractor shall
schedule them with the Chief Financial Officer.
C. Segment 3—Cost Proposal: Complete and submit with your response to Attachment B-Cost Proposal
Sheets. A firm fixed price or not-to-exceed Contract is contemplated. Include a list of any additional fees
not specifically called out by the City in Attachment B- Cost Proposal Sheet that may be required to perform
the tasks requested by this solicitation.
D. Evaluation Scoring: The intent of the City is to award to one Respondent in accordance with the evaluation
criteria below. The purpose of this evaluation criteria is to determine which proposal best meets the
requirements and provides the best overall value to the Citv.
• Company Work Experience and Personnel (Segment 1) 40 pts
• Respondent's Solution, Methodology, &Timeline (Segment 2) 40 pts
• Cost Proposal (Segment 3) 20 pts
Maximum Weight: 100 pts
Page 15 of 16
City of Round Rock Exhibit "A"
Financial Audit Services
RFP No. 23-015
Commodity Code: 918-04/946-20
February 2023
i. An evaluation committee will be established to evaluate the proposal. The committee will include
employees of the City and may include other impartial individuals who are not City employees. The
evaluation committee will determine if discussions and/or Best and Final Offers (BAFO) are necessary.
Award of a contract may be made without discussions or BAFO, if in the best interest of the City. The
evaluation committee may determine that discussions are necessary to clarify or verify a written
proposal response. The City may, at its discretion, elect to have respondents provide oral
presentations of their proposal. The City reserves the right to rescore an offer based on provided
demonstrations. A request for a BAFO is at the sole discretion of the City and will be requested in
writing. The evaluation committee will evaluate the finalists and make a recommendation for award.
ii. The City reserves the right to reject any or all proposals submitted, or to award to the respondent who
in the City's opinion, offers the best value to the City. The City also reserves the right to cancel the
RFP process and pursue alternate methods for providing the requirements.
iii. The City reserves the right to conduct studies and other investigations as necessary to evaluate any
proposal.
iv. The City reserves the right to waive any minor technicality, irregularities, or informalities noted in the
submission process. Submission of proposal confers no legal rights upon any Respondent.
v. The City reserves the right to request further documentation or information and to discuss proposal
response with any Respondent in order to answer questions or to clarify any aspects of the proposal.
vi. The City may develop a"short list" of qualified proposal and may determine that the Respondent(s)
should submit a Best and Final Offer(BAFO). Each"short listed" Respondent will be given a
reasonable opportunity for discussion and revision of their proposal.
4. AGREEMENT NEGOTIATIONS AND AWARD PROCESS:
A. A proposal presented in response to this RFP is subject to negotiation concerning any issues deemed
relevant by the City. The City reserves the right to negotiate any issue with any party.Any unsolicited
communication by the Respondent to a City official, undesignated employee, or an evaluation team
member evaluating or considering the offers may be grounds for disqualifying the offending Offeror from
consideration of award.
B. Submission of proposal indicates the Respondent's acceptance of the evaluation process and recognition
that the City may make subjective judgments in evaluating the proposal to determine the best value for the
City.
C. If negotiations are successful, the City and Respondent may enter into an agreement. If negotiations are
unsuccessful, the City may formally end negotiations with that Respondent.
D. The City also reserves the right to reject any or all submittals, or to accept any submittal deemed most
advantageous, or to waive any irregularities or informalities in the submittal received.
E. An independent signed authorized Contract will be sent to the Contractor(s). Execution of a City of Round
Rock contract is required prior to starting work and processing any payments to the awarded Respondent.
5. POST AWARD MEETING: The City and the Respondent may schedule a post award meeting to discuss, but
not be limited to the following:
A. The method to provide a smooth and orderly transition of services performed from the current Contractor.
B. Provide City contact(s) information for implementation of the Agreement.
C. Identify specific milestones, goals, and strategies to meet objectives.
Page 16 of 16
Exhibit "A"
whitleYp enn
um
CPAs and Professional Consultants
low-
-
A-
-1,
I _ _
March 24, 2023
Patrick Simmons, CPA
Audit Partner
3737 Buffalo Speedway
Suite 1600
t Houston, TX 77098
Patrick.Simmons@whitleypenn.com
713-403-3317 (office)
409-771-5264 (mobile)
0HLB T INDEPENDENT MEMBER OF
THE GLOBAL
BAL ADVISORY
AND ACCOUNTING NETWORK �► - A I C PA
GAQC Member
whitleypenn
Table of Contents
Letter of Transmittal 1
Company Information 2
Segment 1 -Company Work Experience and Personnel
Company Work Experience 4
Personnel 10
Segment 2- Respondent's Methodology,Approach &Timeline
Respondent's Method and Approach 20
Timeline 30
Segment 3-Cost Proposal 31
March 24, 2023 whitleypenn
Melana Taylor, Deputy Chief Financial Officer
City of Round Rock
Purchasing Division
221 East Main Street
Round Rock, TX 78664
We are pleased to submit our qualifications in response to your Request for Proposal (RFP)#23-015 to objectively provide
audit services for the City of Round Rock(the"City")for the fiscal year ending September 30,2023, and for each of the four
(4) subsequent fiscal years. We believe our proposal demonstrates our resources, governmental auditing experience and
philosophy of providing superior service to our clients.
We are staffed to handle this project with appropriate speed and will commit the resources necessary to assist the Finance
Department staff in an efficient and effective manner in order to meet the deadline. Our audit plan includes communication
with your staff, management and the City Council on a year-round basis to maximize our value to the City.
Whitley Penn LLP, established in 1983, has become one of the region's most distinguished accounting firms by providing
exceptional service that reaches far beyond traditional accounting. Our firm is a regional firm with more than 800 people in
Austin,Dallas,Fort Worth,Houston,Midland,Odessa,Plano,San Antonio and Hobbs,New Mexico.The firm has consistently
received high marks for its practice and management.The success of the firm allows us to bring qualified and experienced
personnel to this and all of our governmental engagements.With a dedicated Public Sector team, Whitley Penn is qualified
and ready to provide the requested services.
Our Public Sector staff has extensive experience with governmental auditing and financial reporting, federal and state
program auditing and compliance, and dealing with federal and state agencies overseeing a wide variety of grants. We
bring more than 35 years of broad based experience in government auditing and federal compliance.Whitley Penn is also a
member of the Government Audit Quality Center(GAQC)of the American Institute of Certified Public Accountants(AICPA).
Our Public Sector staff attends required training in accordance with the Government Accountability Office(GAO)guidelines
for federal auditing, agreed upon procedures, and performance audits, a total of 40 instructional hours annually.
We appreciate the opportunity to serve the City and we look forward to meeting with you and discussing further our service
philosophy, approach,and methodology.We hope to be able to partner with you, in fulfilling your fiduciary responsibilities by
providing you with the highest level of service to better equip you to meet the challenges of the future.
Sincerely,
Patrick Simmons, CPA
Audit Partner
3737 Buffalo Speedway
Suite 1600
Houston, TX 77098
Patrick.Simmons@whitleypenn.com
713-621-1515 (office)
409-771-5264 (mobile)
1
whitleypenn
Company Information
Business Organization
• Name: Whitley Penn, LLP
• Address: 3737 Buffalo Speedway, Suite 1600, Houston,TX 77098
• Office performing work: Houston
• Organization Type: Partnership
• State Incorporated and licensed to operate:Texas
Project Management Structure:
Engagement
Responsible for the overall project leadership and reporting responsibilities. Interacts often with management and provides
the audit results presentation to City Council.
Engagement Resource Partner
Partner dedicated to the public sector that is available as a resource due to historical knowledge of the City or experience
with complex accounting situations. Does not typically interact with City personnel unless requested.
Engagement Quality Control Reviewer
Responsible for quality control matters related to the audit process and the final audited financial statements. Does not
typically interact directly with City personnel unless requested.
Responsible for planning the engagement in conjunction with City personnel, monitoring audit associates, performing
procedures over advanced audit areas, and assisting the City with technical questions or new accounting standard
implementation. Interacts often with management and other City personnel in order to manage the audit process efficiently
and effectively.
Senior Associate
Responsible for communicating requests in the planning stages, leading on-site fieldwork, performing internal control
walkthroughs with City personnel, conducting advanced data analytics, and providing constant communication to the City
during and after fieldwork. This individual has a high level of interaction with key personnel at various City departments
and serves as a key auditor contact for those personnel.
Associate
Responsible for performing various audit procedures such as internal control testing, compliance testing, and substantive
testing over various areas.This individual typically communicates requests to the City through the senior associate or after
review by the engagement manager or partner.
Authorized Negotiator:
• Name: Patrick Simmons, CPA
• E-mail: patrick.simmons@whitleypenn.com
• Telephone: 409-771-5264 2
Allk
Segment 1
Company Work Experience
and Personnel
3
whitleypenn
Company Work Experience and Personnel
Our goal is not just to continue as the City's auditors but also to be a year-round
resource for the City.
Knowledgeable Professionals
Advanced With 86 partners, nine offices, more than 800 employees, and a worldwide affiliation
Single Audit with HLB International, the firm is able to offer a significant level of knowledge and
experience. Whitley Penn has been recognized as "One the Top 100 Firms in the U.S."
and"Best of the Best"by INSIDE Public Accounting consistently for more than 10 years.
The firm's public sector team has extensive experience performing audits and other
attestation engagements for municipalities and other governmental entities. In March
2023, Whitley Penn LLP was ranked as the 37th largest firm in the United States.
Significant Governmental Entity Experience and Dedicated Public Sector Team
Work in the area of Texas municipalities is a significant portion of our firm's practice.
Although founded in 1983, Whitley Penn has public sector auditing roots that stretch
back into the early 1970's in Galveston, Harris and Fort Bend Counties. We currently
SIDE
serve as auditors for over 100 governmental entities.Our partners have been recognized
INfor their expertise and have conducted seminars on various governmental accounting,
auditing and financial reporting topics for the Texas Society of CPAs,other CPA firms,the
PUBLIC ACCOUNir Texas Association of School Business Officials and the Government Finance Officers
BESTOF THE Association of Texas. We have a dedicated Public Sector group.These individuals work
BEST solely on governmental entities all year round. Our partners hold the advanced single
audit certificate issued by the AICPA.
FIRMS Experienced Engagement Leadership
2022 Whitley Penn offers four partners and one quality control reviewer, with experience
ranging from 10 to 46 years,who are dedicated to municipalities and other governmental
entities. All of our management staff receives annual training in governmental auditing,
accounting and financial reporting. Our firm is also in the process of planning for and
performing the services you have requested for our existing municipal clients. We have
extensive experience in performing management and performance review services for
Texas state agencies, for agencies in other states and for local governments in Texas
INSIDE and other states.
PUBLIC ACCOUNTING' Peer Review Report
Our firm has completed a peer review performed by a selected firm in accordance with
� loo
the AICPA's Securities Exchange Commission (SEC) Practice Section requirements.
#A 7 �! This peer review covered the year ended April 30, 2021, and resulted in a rating of pass
FIRMS (unmodified). The review included engagements performed under the Government
Auditing Standards. We perform our internal inspections annually as required by
program requirements. The frequency of peer reviews is every third year. We have
202 included a copy of our most recent peer review letter on the next page of this proposal.
Whitley Penn has been a member of the AICPA's Governmental Audit Quality Center for
more than 14 years.
4
wh itleypenn
Company Work Experience and Personnel
Peer Review Report
Below is a copy of our most recent peer review, which included a review of engagements performed under Government
Auditing Standards(including compliance audits under the Single Audit Act).The result of the peer review was an unmodified
opinion.
CLAon nett.om LLP
. CLAconnect.com
REPORT ON THE FIRM'S SYSTEM OF QUALITY CONTROL
To the Partners of Whitley Penn LLP
and the National Peer Review Committee
We have reviewed the system of quality control for the accounting and auditing practice of Whitley
Penn LLP (the firm) applicable to engagements not subject to PCAOB permanent inspection in effect
for the year ended April 30,2021.Our peer review was conducted in accordance with the Standards for
Performing and Reporting on Peer Reviews established by the Peer Review Board of the American
Institute of Certified Public Accountants(Standards).
A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System
Review as described in the standards may be found at www.aicpa.orgiprsummary.The summary also
includes an explanation of how engagements identified as not performed or reported in conformity with
applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review
rating.
Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm
with reasonable assurance of performing and reporting in conformity with applicable professional
standards in all material respects. The firm is also responsible for evaluating actions to promptly
remediate engagements deemed as not performed or reported in conformity with professional
standards,when appropriate,and for remediating weaknesses in its system of quality control, if any.
Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's
compliance therewith based on our review.
Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing
Standards (including compliance audits under the Single Audit Act), audits of employee benefit plans,
audits performed under the Federal Deposit Insurance Corporation Improvement Act (FDICIA), and an
examination of a service organization (SOC 1 engagement).
As a part of our peer review,we considered reviews by regulatory entities as communicated by the firm,
if applicable, in determining the nature and extent of our procedures.
�A ri—k-1 CL4 is an independent member of Naxia International,a leading,global network of independent
NeAaa accounting and comultingfians.See nexia.com/member-firm-disclaimer for details.
whitleypenri'
Company Work Experience and Personnel
Peer Review Report(continued)
Opinion
In our opinion, the system of quality control for the accounting and auditing practice of Whitley Penn
LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year
ended April 30, 2021, has been suitably designed and complied with to provide the firm with reasonable
assurance of performing and reporting in conformity with applicable professional standards in all
material respects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Whitley Penn
LLP has received a peer review rating of pass.
CliftonLarsonAllen LLP
Phoenix,Arizona
October 6, 2021
whitleypenn
Company Work Experience and Personnel
Federal and State Desk Review
Whitley Penn has not received a federal or state desk review or field review of our audits during the past three(3)years.We
have been successful in the past at receiving non-adverse desk and field reviews due to our commitment to quality.
Reprimand Statement
The firm is currently not under reprimand of the Texas State Board of Public Accountancy and/or licensing boards of other
states. In 2020, during an investigation related to a former client, the PCAOB and the firm negotiated a settlement which
resulted in a fine and certain required enhancements to the firm's audit quality control process.As required,the firm reported
the settlement to the Texas State Board of Public Accountancy. After review, the TSBPA concurred with the PCAOB's
terms and imposed an additional fine on the firm. The firm has fully complied with all portions of the orders.The individuals
involved in the investigation did not include any public sector partners or any public sector team members.
7
whitleypenn
Company Work Experience and Personnel
All Engagements Within the Last Five Years
ScopeDate .
OfficeWork Partner Hours
Mike Loftin
City of Financial Statement 2015-Current Patrick 750 Houston Finance Director
Galveston Audit and Single Audit Simmons 409-797-3500
mloftin@galvestontx.gov
Financial Statement GP Ippolito
City of Audit,Single Audit, 2018 2021 Roger 700 Dallas Finance Director
Greenville and Report Tovar 903-457-3114
Preparation(ACFR) gpippolito@ci.greenville.tx.us
Financial Statement Mark Mills
City of North Audit,Single Audit, 2018-Current Patrick 680 Houston Finance Director
Richland Hills and Report Simmons 817-427-6166
Preparation(ACFR) mmills@nrhtx.com
Financial Statement Cassandra Smith
City of Audit,Single Audit, 2020-Current Lupe 650 Houston Accounting Manager
Conroe and Report Garcia 936-522-3034
Preparation(ACFR) csmith@cityofconroe.org
Todd Simoneaux
City of Financial Statement Patrick CFO
Beaumont Audit and Single Audit 2019-Current Simmons 600 Houston 409-880-3116
todd.simoneaux @ beau monttex-
as.gov
Financial Statement Misti Hancock
City of Audit,Single Audit, 2020-Current Lupe 550 Austin Assistant Director of Finance
Liberty Hill and Report Garcia 812-548-5506
Preparation mhancock@libertyhilltx.gov
Financial Statement Catherine Ezell
City of Audit,Single Audit, 2018-Current Patrick 550 Houston Finance Director
Freeport and Report Simmons 979-871-0107
Preparation cezell@freeport.tx.us
Financial Statement Laura R.Boyd
City of Audit,Single Audit, 10+Years- Patrick Director of Finance
Texas City and Report Current Simmons 500 Houston 409-643-5907
Preparation(ACFR) Iboyd@texascitytx.gov
Financial Statement Andrew A.Vasquez
City of Audit,Single Audit, 10+Years- Lupe Finance Director
Katy and Report Current Garcia 500 Houston 281-391-4816
Preparation(ACFR) avasquez@cityofkaty.com
Financial Statement Frankie Davis
City of Audit,Single Audit, 2021 -Current Roger 400 Fort Worth City Manager
Kermit and Report Tovar 432-586-3460
Preparation city.mgr@cityofkermit.net
Financial Statement Shelley Wolny
City of Audit,Single Audit, 10+Years- Lupe Assistant Director of Finance
La Porte and Report Current Garcia 380 Houston 281-470-5037
Preparation(ACFR) wolnys@laportetx.gov
Financial Statement Katina Hampton
City of Audit,Single Audit, Lupe Director of Administrative Ser-
Friendswood and Report Prepara- 2018-Current Garcia 350 Houston vices
tion(ACFR) 281-996-3200
khampton@ci.friendswood.tx.us
8
wh itleypennum
Company Work Experience and Personnel
All Engagements Within the Last Five Years(continued)
Scope
Date Engagement Total Location of Client
Work Partner Hours Office Contact
Financial Statement Aimee Phillips
City of Audit,Single Audit,and 10+Years Lupe Assistant City Manager&CFO
Humble Report Preparation -Current Garcia 350 Houston 281-466-3061
(ACFR) aphillips@cityofhumble.net
Financial Statement Michael English
City of Audit,Single Audit,and 2020- Roger Finance Director
Aubrey Report Preparation Current Tovar 350 Houston 940-440-9343
(ACFR) menglish@aubreytx.gov
Financial Statement Terrence Beaman
City of Audit,Single Audit,and 2015- Patrick 350 Houston Chief Financial Officer
Bellaire Report Preparation Current Simmons 713-662-8251
(ACFR) tbeaman@bellairetx.gov
Financial Statement Pamela McGee
City of Audit,Single Audit,and 2022- Roger Assistant Director of Finance
Keller Report Preparation Current Tovar 350 Fort Worth 817-743-4028
(ACFR) pmcgee@cityofkeller.com
Financial Statement Alka Shah
City of 10+Years Patrick Director of Finance
Stafford Audit,Single Audit,and -Current Simmons 300 Houston 281-261-3910
Report Preparation AShah@staffordtx.gov
City of Financial Statement 2022- Roger Shawn Cox
Dripping Springs Audit,Single Audit,and Current Tovar 250 Fort Worth 512-858-7425
Report Preparation scox@cityofdrippingsprings.com
Financial Statement Marie Gelles
City of 10+Years Patrick City Manager
Report Preparation
Hitchcock Audit,Single Audit,and -Current Simmons 220 Houston 210-887-8559
mgelles@cityofhitchcock.org
Financial Statement Robert Hemminger
City of 10+Years Patrick City Manager
Iowa Colony Audit and Report -Current Simmons 150 Houston 346-395-4559
Preparation rhemminger@iowacolonytx.gov
Most Significant Engagements Performed in the Last Five Years
Scope . .
Date
Work Partner Hours Contact
Mike Loftin
City of Financial Statement 2015- Patrick 750 Finance Director
Galveston Audit and Single Audit Current Simmons 409-797-3500
mloftin@galvestontx.gov
Financial Statement Audit,Sin- Mark Mills
City of North le Audit,and Report Prepara- 2018- Patrick 680 Finance Director
g
Richland Hills tion(ACFR) Current Simmons 817-427-6166
mmills@nrhtx.com
Todd Simoneaux
City of Financial Statement 2019- Patrick CFO
Beaumont Audit and Single Audit Current Simmons 600 409-880-3116
Todd.Simoneaux@beaumonttexas.gov
9
Amok IdIlk
whitleypennum
Company Work Experience and Personnel
Proposed Engagement Team
We are committed to providing you with a team who is knowledgeable, enthusiastic and dedicated to providing superior
services. Our firm understands the importance of continuity and as such we have the ability to rotate our managers and
partners or pull in those staff with specific expertise as needed for our clients, ensuring personalized service. Each client is
actively encouraged to call on us at any time the need arises.
City of Round Rock
Engagement Team
r-
f ,
s
Patrick Simmons,CPA Guadalupe Garcia,CPA Tom Pedersen,CPA Andrew Jennett,CPA Lauren Eaton,CPA
Engagement Partner Engagement Resource Partner Engagement Quality Control Manager Senior Associate
Reviewer
All of our staff including the ones discussed above are dedicated public sector staff. We do not work on corporate clients
nor do we provide taxation services. We spend our time working with governmental entities year-round. In addition, our
partners are very involved in fieldwork and will be available to you to discuss any matters whether it relates to your audit or
implementation of a future GASB pronouncement.
You will have the partners'and managers' mobile numbers to reach them at any time via phone call or text message. We
encourage this type of communication so that we can serve you as expeditiously as possible. You will also have access to
all resources throughout the firm if you encounter unusual situations that require the expertise of our tax professionals or
any other service line within our firm.
10
Patrick Simmons, CPA
Engagement Partner
Office: 713-621-1515
t Cell:409-771-5264
Patrick.Simmons@whitleypenn.com
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PRACTICE Experience
• More than 10 years of experience in auditing to governmental and
Audit Services- Public Sector nonprofit entities.
Licensed to Practice in the State of Texas
• Extensive knowledge of the Office of Management and Budget(OMB)
EDUCATION requirements under Uniform Grant Guidance.
BS in University Studies from Texas A&M Responsible for preparing, analyzing, maintaining, and reviewing
University financial statements, records and reports.
• Performs audit tasks for governmental and nonprofit engagements
MS in Accounting from University of including evaluating the effectiveness of internal controls, performing
Houston - Clear Lake substantive audit procedures, and providing concise audit results.
SIMILAR ENTITIES SERVED: Utilizes advanced data analytics to improve the effectiveness of audit
procedures and provide valuable results.
• City of Arcola Assists clients in the preparation of financial statements including
• City of Beaumont Comprehensive Annual Financial Reports.
• City of DeSoto
• City of Freeport
• City of Galveston Professional & Civic Organizations
• City of Hitchcock American Institute of Certified Public Accountants (AICPA)
• City of Iowa Colony Texas Society of Certified Public Accountants (TXCPA)
• City of La Porte
• City of Missouri City
• City of Pearland
• City of Port Arthur
• City of Stafford
• City of Texas City
• Galveston County
• Gulf Coast Authority
• Gulf Coast Water Authority
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Guadalupe R. Garcia, CPA
Engagement Resource Partner
Office713-621-1515
Cell: 832-573-6825
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Lupe.Garcia@whitleypenn.com
, Single Audil
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PRACTICE Experience
Audit Services- Public Sector More than 16 years of experience auditing and performing other
Licensed to Practice in the State of Texas attest engagements for various governmental entities, including cities,
counties, school districts, other special-purpose governments, and
EDUCATION nonprofit organizations school districts, cities, counties, council of
BBA in Finance from the University of governments and other special purpose districts.
Houston Responsible for all aspects of the assurance process including
planning, internal control evaluation, risk assessment, fieldwork, and
SIMILAR ENTITIES SERVED: report issuance and engagement closure.
• City of Aubrey Earned the American Institute of Certified Public Accountants (AICPA)
• City of Bellaire Single Audit Certificate.
• City of Buda
• Assists in training staff in accordance with Generally Accepted
City of Conroe
• s Accounting Principles(GAAP), Generally Accepted Auditing Standards
City of Conro
• City of Friends rwood (GAAS), Government Auditing Standards (GAS) promulgated by the
• City of Greenville U.S. Government Accountability Office, and the Office of Management
• City of Humble and Budget (OMB) requirements under Uniform Guidance.
• City of Hutto Performs agreed-upon procedures for school districts related to state
• City of Jersey Village compensatory education, leaver data, and PEIMS reporting.
• City of Katy Responsible for preparation and review of Annual Comprehensive
• City of La Porte Financial Reports that have been awarded the Certificate of
• City of Liberty Hill Achievement for Excellence in Financial Reporting.
• City of Manvel
• City of Missouri City Professional & Civic Organizations
• City of North Richland Hills
• City of Oak Ridge North American Institute of Certified Public Accountants (AICPA)
• City of Pearland Texas Society and Houston Chapter of Certified Public Accountants—
• City of Richmond Board Member (TXCPA)
• City of Stafford
• City of Sugar Land Texas Association of School Business Officials (TASBO)
• Fort Bend County Government Finance Officers Association of Texas (GFOAT)
• Greater Harris County 9-1-1 Member of GFOA Special Review Committee
Emergency Network
• Greenspoint District Texas Higher Education Coordinating Board AFR Committee
• Greenville Electric Utility Texas Association of Community College Business Officials(TACCBO)
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Tom Pedersen, CPA
Engagement Quality Control Reviewer
Office: 713-621-1515
Cell: 713-206-2701
Thomas.Pedersen@whitleypenn.com
PRACTICE Experience
Audit Services- Public Sector More than 46 years of experience providing audit services for school
Licensed to practice in the state of districts,county and city governments,banks, and community colleges.
Texas Preparation and review of Annual Comprehensive Financial Reports
(ACFR) that have been awarded the Certificate of Achievement for
EDUCATION Excellence in Financial Reporting.
BBA in Accounting from Stephen F. Awarded the Certificate of Educational Achievement in Governmental
Austin State University Accounting and Auditing by the American Institute of Certified Public
SIMILAR ENTITIES SERVED: Accountants(AICPA).
• City of Alvin Experience as Director of Finance at Texas City
• City of Friendswood
• City of Hitchcock Directed all accounting and business activities including banking,
• City of La Porte investments,general insurance,health and welfare benefits,accounting
• City of Missouri City policy development, cash management, utility billing, general ledger,
• City of Pearland accounts payable,accounts receivable, payroll, purchasing,tax billing,
• City of Sugar Land street assessments, and management information systems.
• City of Texas City
• City of Watauga Responsible for preparation and management of a multi-million dollar
• Galveston County City budget and developing a sound financial plan for the City.
• Galveston County Consolidated Familiar with the day-to-day operations of running a finance department
Drainage District to include preparing monthly forecast for revenue and expenditures
• Harris County and developing monthly departmental performance measures.
• Mental Health Mental Retardation Served as Investment Officer for the City.Established written procedures
Authority of Harris County and internal controls for the operation of the investment program
• Multiple Independent School consistent with the Investment Policy. Managed the City's $25 million
Districts with ADA ranging from investment portfolio. Prepared Investment Reports in accordance with
2,000-60,000 the Public Funds Investment Act.
• Nacogdoches County
Professional & Civic Organizations
• American Institute of Certified Public Accountants (AICPA)
• Texas Society of Certified Public Accountants (TXCPA)
• Texas Association of School Business Officials (TASBO)
• Government Finance Officers Association of Texas (GFOAT)
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Andrew Jennett, CPA
Manager
Office: 713-621-1515
Cell: 713-386-1193
Andrew.Jennett@whitleypenn.com
PRACTICE Experience
Audit Services- Public Sector More than five years of experience in auditing to governmental and
Licensed to Practice in the State of Texas nonprofit entities and more than five years working in the accounting
industry.
EDUCATION Extensive knowledge of the Office of Management and Budget (OMB)
BA in Accounting from Texas State requirements under Uniform Grant Guidance.
University Responsible for preparing, analyzing, maintaining, and reviewing
MS in Accounting from St. Thomas financial statements, records and reports.
University Performs audit tasks for government and nonprofit engagements
including reviewing and testing transactions and internal controls,
SIMILAR ENTITIES SERVED: performing analytical procedures, and documenting audit results.
• City of Beaumont Assists clients in the preparation of financial statements.
• City of Bellaire
• City of Buda
• City of Round Rock Professional & Civic Organizations
• City of Sugar Land American Institute of Certified Public Accountants (AICPA)
• Fort Bend County
• Nacogdoches County Texas Society of Certified Public Accountants (TXCPA)
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Lauren Eaton, CPA
a Senior Associate
Office: 713-621-1515
Lauren.Eaton@whitleypenn.com
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PRACTICE Experience
Audit Services- Public Sector More than two years of experience in auditing governmental and nonprofit
Licensed to Practice in the State of Texas entities.
• Knowledge of the Office of Management and Budget(OMB)requirements
EDUCATION under Uniform Grant Guidance.
BA in Accounting from the University of Well-versed in TEA FASRG Account Code.
North Texas- Denton
• Responsible for preparing,analyzing,maintaining,and reviewing financial
MS in Auditing and Assurance from the statements,records and reports.
University of North Texas - Denton Performs audit tasks for government and nonprofit engagements including
reviewing and testing transactions and internal controls, performing
SIMILAR ENTITIES SERVED: analytical procedures and documenting audit results.
• City of Aubrey Assists clients in the preparation of financial statements.
• City of Greenville
• City of Kermit Professional & Civic Organizations
• Ector County
• Texas Society of Certified Public Accountants (TXCPA)
• American Institute of Certified Public Accountants (AICPA)
• Association of Certified Fraud Examiner(ACFE)
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Company Work Experience and Personnel
Continuing Professional Education
The following is a table of continuing education course topics in which the project team has participated or served as
instructors in the past three years:
Topic Simmons Garcia Pedersen Fuller Zhang
GASB Update: Yes' Yes' Yes' Yes Yes
Multiple GASB update sessions providing education for all
recently implemented standards and all upcoming GASB
statements which are issued but not yet effective.
Bonds(New issuances,refunding,capital appreciations bonds,etc.) Yes' Yes' Yes' Yes Yes
The 2018 Yellow Book Yes" Yes' Yes Yes Yes
Internal Controls over Federal Programs Yes" Yes' Yes' Yes Yes
State and Federal Program Management Yes' Yes' Yes Yes Yes
Internal Controls Yes' Yes' Yes' Yes Yes
Subrecipient Monitoring Yes` Yes' Yes Yes Yes
Procurement and the Uniform Guidance Yes` Yes' Yes` Yes Yes
OMB 2018 Compliance Supplement Yes' Yes' Yes' Yes Yes
OMB 2019 Compliance Supplement Yes' Yes' Yes` Yes Yes
OMB 2020 Compliance Supplement Yes' Yes' Yes' Yes Yes
OMB 2020 Compliance Supplement Addendum Yes" Yes' Yes" Yes Yes
OMB 2021 Compliance Supplement Yes' Yes' Yes' Yes Yes
OMB 2021 Compliance Supplement Addendum Yes' Yes` Yes' Yes Yes
OMB 2022 Compliance Supplement Yes' Yes' Yes' Yes Yes
Audit Sampling Yes` Yes" Yes` Yes Yes
Leveraging Technology and Data Analytics Yes' Yes' Yes` Yes Yes
Audit Risk Assessment Process Yes` Yes' Yes` Yes Yes
Analytical procedures Yes' Yes' Yes` Yes Yes
Capital Asset Testing Yes" Yes' Yes" Yes Yes
Auditing Major Programs in a Single Audit(list everyone as instructor Yes' Yes' Yes' Yes Yes
for this one)
*Instructor
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Company Work Experience and Personnel
Our partners and managers have extensive experience in preparing and reviewing annual comprehensive financial reports
that have been awarded the Government Finance Officers Association's (GFOA) Certificate of Achievement for Excellence
in Financial Reporting.
GFOA Special Review Committee
Audit Partners, Lupe Garcia and Roger Tovar, serve on the GFOA Special Review Committee.This committee is comprised
of individuals with expertise in public sector financial reporting.
Current Clients that Receive the Certificate of Achievement for Excellence in Financial Reporting
Current audit clients that prepare an Annual Comprehensive Financial Report and receive the certificate for achievement
for excellence in financial reporting are listed below.
City of Aubrey City of Galveston City of Liberty Hill
City of Bellaire City of Greenville City of North Richland Hills
City of Beaumont City of Humble City of Port Arthur
City of Conroe City of Katy City of Texas City
City of Friendswood City of La Porte
School
Aldine ISD Galena Park ISD Lewisville ISD
Alief ISD Garland ISD Mansfield ISD
Arlington ISD Humble ISD Pasadena ISD
Carrollton-Farmers Branch ISD Katy ISD Richardson ISD
Cedar Hill ISD Lamar ISD Spring Branch ISD
Fort Bend ISD Leander ISD Spring ISD
Other
Colling Community College Houston Community College North Central Texas Council of
Governments
Fort Bend County Houston-Galveston Area San Jacinto College
Council
Gulf Coast Waste Disposal Nacogdoches County
Harris County Department of Navarro College
Education
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Company Work Experience and Personnel
Independence
As auditors, we have a responsibility to maintain independence so that our opinions, conclusions, judgments, and
recommendations will be impartial and will be viewed as impartial by knowledgeable third parties. With this responsibility
in mind, we confirm that Whitley Penn is independent of the City, including direct and indirect financial interest, as well as
relationships of the proposed audit team to employees and City Council, as defined by both auditing standards generally
accepted in the United States of America and Government Auditing Standards issued by the Government Accountability
Office.
Whitley Penn LLP has not had any professional relationships with the City or any of its component units for the past five(5)
years.
Whitley Penn LLP will give the City written notice of any professional relationship entered into during the period of this
agreement.
Licensed to Practice in Texas
Whitley Penn LLP is a regional firm.All key professional staff are properly registered/licensed to practice public accounting
in the State of Texas.As a firm heavily involved in providing professional auditing and consulting services to a wide variety
of governmental and nonprofit entities, our reports and work papers are always subject to review by both state and federal
desk and field reviews. We have been successful in the past at receiving non-adverse desk and field reviews by stressing
quality reviews and open and proactive communications with regulatory cognizant agents/agencies.
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Segment 2
Respondent's Methodology,
Approach & Timeline
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Respondent's Method and Approach
Our firm thoroughly understands the nature of the work to be performed and has developed
programs of procedures designed specifically for these engagements. In addition to the
heavy involvement of our partners and managers, our staff will have some familiarity with
the City's general operating environment due to their ongoing involvement with other '
municipal clients.
A brief overview of the different phases or segments of our audit process is as follows:
The Planning and Risk Assessment Phase Planning
Prior to any fieldwork being performed,strategic planning sessions are held both internally
and with the City's staff to identify key audit and operational issues and to establish
communications with appropriate firm and City staff and relevant third parties, as well as I
to determine timing and individual responsibility schedules. Additionally, the audit team
will gain an understanding of the City's controls and operations surrounding financial
activity and develop a plan of action or risk assessment for auditing key areas and account
balances.
Risk Assessment
Fieldwork
Our audit programs for the City will include procedures related to the review and evaluation
of internal administrative and accounting control noted above as well as the determination '
of compliance with finance related legal issues,the evaluation of errors and fraud,statistical
sampling and analytical procedures designed to determine reasonableness of costs that
can lead toward evaluating efficiency and effectiveness in administrative operations.
Throughout the fieldwork process, our partners and staff remain in constant contact and Understanding &
communication with City management personnel.When questions or concerns arise in the Identifying Key Controls&
course of our work,we take steps to assure ourselves that critical information is passed on Testing Controls
to the proper level of management through weekly meetings and discussions.
Report Issuance and Closure
We do not like surprises so any deficiencies,significant deficiencies or material weaknesses I /
would be discussed with management prior to including it in the report and presenting the
results to the City Council. We believe that both the auditee and auditor must agree on the
facts and ensure that there isn't documentation that could clear any deficiencies of which
we were previously unaware. We find this method of exiting on the audit process brings Substantive Testing
the most value to our clients.
Report issuance and exit conferences of an audit are often the most critical portions
because it is in this phase that most external communications are discussed. The '
results of our audit will be reviewed with the appropriate level of management,
to include City Council and executive levels of staff, prior to the issuance of a
report on internal controls and compliance matters. This review of findings and
proposed recommendations with management will lead to a plan of action for City
management to make any needed improvements in a manner that is not only theoretically, Opinion & Report
but practically sound. We find this method of exiting on the audit process brings the most Issuance
value to our clients.
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Respondent's Method and Approach
Report Issuance and Closure(continued)
We understand the City will prepare the ACFR and we will be happy to assist in any manner as needed.We will be available
at all times leading up to the final issuance of the report to the Council meeting.
What about Sample Sizes and Audit Sampling?
In the course of an audit, we will apply sampling techniques in our substantive testing of account balances and transaction
classes if the application of such techniques is deemed more effective and efficient.
The sample sizes and the extent of the use of samples depends on various factors including population size and the
inherent risks associated with the account,transaction class, controls,or compliance features. In the planning and fieldwork
stages of the audit,we will thoroughly discuss the population sizes, and the risk factors associated with significant financial
statement accounts with appropriate financial management personnel. These discussions will include a methodology for
selecting a sample as well as an approach for gathering the sample that will be the least intrusive to ongoing financial
operations of the City.
Will we use EDP Software in the Engagement?
We utilize CCH's ProSystem fx Engagement, a fully integrated software for trial balances, audit workpapers and reporting
functions. In fact, all of our audit documentation is maintained through the use of"paperless"working paper software. We
will request that City staff electronically download certain data from the City's financial management information system for
evaluation during the planning and fieldwork phases of the audit. Our approach to this area is designed to be non-invasive
and to reduce the amount of time spent by both our staff and City employees.
Tests of Compliance with Laws and Regulations
We will perform these procedures to determine general statutory compliance and compliance with agreements with state and
federal agencies for services provided to eligible recipients.The purpose of tests of compliance with laws and regulations is to
determine whether there have been instances of noncompliance that may have a material effect on the financial statements
or to provide a basis of reporting on the City's compliance with such laws and regulations. As a result, tests of compliance
with laws and regulations are substantive tests accomplished by examining supporting documentation. In a single audit,this
type of audit test is frequently applied using audit sampling.
We will select a sample of revenue or expenditure transactions and inspect supporting documentation to determine compliance
with relevant laws and regulations; e.g., we would select a sample of expenditures program and inspect documentation to
determine whether expenditures charged to a federal or state award were for activities allowed. We find the most efficient
approach is usually to conduct these tests simultaneously with substantive tests of transactions;e.g., concurrently with selecting
samples of cash receipts or disbursements to test recording accuracy.
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Respondent's Method and Approach
Type and Extent of Analytical Procedures
Our firm uses analytical procedures in audit planning and fieldwork to:
• Enhance our understanding of the City's operations and the transactions and events that have occurred since the last
audit date.
• Identify areas that may represent specific risks relevant to the audit.
• Provide substantive support for financial information included in the financial reports.
Comparisons of account balances between accounting periods are performed along with ratio and trend analyses to improve
our understanding of the client and its operations in order to possibly identify critical audit areas. For instance, comparing
general fund and special revenue fund expenditures by function and revenue by source for the past five years provides an
understanding of the City's operations and may identify a revenue source that requires increased attention in the current
audit.
Our preliminary analytical procedures may include a comparison of current account balances in the working trial balance
to similar amounts in the prior annual period's financial statements and the current period's budget. However, we feel a
thoughtful consideration of expected relationships among account balances and periods by our experienced auditors is
far more important than a mechanical comparison. We will not only consider these relationships but compare these based
on our knowledge of and experience with similar governmental entities and their operations. In some cases, analytical
procedures can be more effective and efficient than tests of details for achieving particular substantive testing objectives.
Normally, analytical procedures call attention to unexpected relationships in financial statement balances. This can be an
efficient means of identifying potential misstatements or misclassifications.The appropriate mixture of analytical procedures
and tests of details is a matter of professional judgment concerning the expected efficiency and effectiveness of analytical
procedures in identifying potential misstatements. Auditor may eliminate the need to sample or reduce the population of
payroll expenditures considered necessary to sample by confining sampling to departments with significant fluctuations.
Analytical procedures may be used to identify individually significant items or to otherwise identify populations that need
to be sampled. In the payroll area, an effective analytical test is to compare current expenditures to the prior period actual
and current budget by department and relate to the number of employees by department. In this manner, the auditor may
eliminate the need to sample or reduce the population of payroll expenditures considered necessary to sample by confining
sampling to departments with significant fluctuations.
Analytical procedures are also applied as an overall review of the financial information in the final stage of the audit.These
procedures are designed to assist our staff in assessing the propriety of conclusions reached and in the evaluation of the
overall financial statement presentation. While the selected procedures will vary on the circumstances, they will always
focus on overall relationships within the financial statements and consider the following matters:
• The adequacy of evidence gathered in response to unusual or unexpected balances identified by analytical procedures
applied in the planning stage of the audit.
• Unusual or unexpected balances or relationships not previously identified.
Determining Laws and Regulations Subject to Audit Test Work
We will design our audit to provide reasonable assurance that the City's financial statements are free of material
misstatements resulting from violations of laws and regulations that have a direct and material effect on the determination of
financial statement amounts. From the planning phase of the audit, we will seek to obtain an understanding of the possible
effects of such laws and regulations on the City's financial statements.
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Respondent's Method and Approach
Determining Laws and Regulations Subject to Audit Test Work(continued)
In the course of the audit, we will consider performing some or all of the following procedures:
• Consider knowledge about such laws and regulations obtained in prior years'audits.
• Discuss such laws and regulations with the finance staff, legal counsel, or grant administrators.
• Obtain written representation from management concerning the completeness of management's identification of such
laws and regulations.
• Review grant and loan agreements.
• Review minutes of meetings of City Council for the enactment of new policies.
• Read pertinent statutes, regulations, and charter provisions and excerpt significant items for the permanent file section
of the workpapers.
• If any legal requirements require clarification, we will request a written interpretation from the City's legal counsel.
Below is an example of the some of the focus areas related to federal, state, and local laws and/or policies.
Federal
• 2 CFR 200 HB 1295 Compensated absences
• Procurement HB 1378 Procurement
• Employee conflict of interest PFIA Accounts payable
• Procurement Payroll
• Conflict of Interest Human Resources
• Nepotism Fund Balance
• Sales Tax(Hotel/Motel) Worker's Compensation
Examples of the types of laws and regulations that have a direct and material effect on the determination of amounts in a
City's financial statements follow:
• Public Funds Investment Act: We will consider the City's compliance with legal and policy provisions for deposits and
investments.
• Procurement: Competitive bidding laws apply to the procurement process.
• Appropriations: Expenditures should not exceed authorized limits.
• Legal authority for transactions:Transactions should be properly authorized at execution.
• Budgetary reporting: The required and other supplementary information should present an aggregation of the
appropriated budgets, as amended, compared to actual results of operations in accordance with State Laws' local
budget provisions.
• Restrictions on expenditures:The proceeds of certain governmental revenues are restricted by law as to the purposes
for which they may be expended.
• Taxing and debt limitations: Governmental units may be subject to laws and regulations that place limits on taxing
authority, place ceiling limitations and other issuance criteria on debt, or place limits on the use of debt proceeds.
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Respondent's Method and Approach
Financial Audit Engagement-General Scope Considerations
We will work closely with City Council and upper level management in addressing the scope of the audit, the overall
audit philosophy, and our observations and recommendations relating to the City's financial operations. We understand
the scope of the work requested is an audit of the basic financial statements and required supplementary information in
accordance with generally accepted auditing standards, as well as Government Auditing Standards(Yellow Book), issued
by the Comptroller General of the United States,and the provisions of the Office of Management and Budget(OMB) Uniform
Guidance under 2 CFR 200 and the Texas Grant Management Standards (TGMS).
Our audit will be conducted in accordance with the above-mentioned standards and will include tests of the City's accounting
records and other procedures we consider necessary to enable us to express an unmodified opinion that the basic financial
statements are fairly presented in all material respects, in conformity with generally accepted accounting principles.
A. Evaluation of Internal Control Structure
The administration of the City is responsible for establishing and maintaining an internal control structure.The objectives
of an internal control structure are to provide management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition and that, transactions are executed in accordance
with management's authorizations and recorded properly to permit the preparation of basic financial statements in
accordance with generally accepted accounting principles.
In planning and performing our audit we will consider the internal control structure in order to determine our auditing
procedures for the purpose of expressing our opinion on the City's basic financial statements and not to provide
assurance on the internal control structure.
We will obtain an understanding of the design of the relevant policies and procedures for the significant areas of the
audit and whether they have been placed in operation, and we will assess control risk.
Tests of controls may be performed to test the effectiveness of certain policies and procedures which we consider
relevant to preventing and detecting errors and irregularities which are material to the basic financial statements and
to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters which have a
direct and material effect on the basic financial statements. Our tests, if performed, will be less in scope than would be
necessary to render an opinion on the internal control structure policies and procedures and, accordingly, no opinion
will be expressed.
We will inform the City of any matters involving internal control structure and its operations which we consider to be
significant deficiencies under standards established by the AICPA. A significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects the entity's ability to initiate, authorize, record, process, or
report financial data reliably in accordance with generally accepted accounting principles such that there is more than
a remote likelihood that a misstatement of the entity's financial statements that is more than inconsequential will not be
prevented or detected by the entity's internal control.
Compliance with laws, regulations, contracts and grant agreements applicable to the City is the responsibility of
management. As part of obtaining reasonable assurance about whether the basic financial statements are free of
material misstatement, we will perform tests of the City's compliance with certain provisions of laws, regulations,
contracts and grants. However, the objective of our audit will not be to provide an opinion on overall compliance with
such provisions, and we will not express such an opinion.
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Respondent's Method and Approach
Financial Audit Engagement-General Scope Considerations(continued)
B. Substantive Test Work on Account Balances
Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts and
may include tests of the physical existence of inventories and direct confirmations of receivables, cash, notes and
certain other assets and liabilities by correspondence with selected individuals,creditors and financial institutions.Areas
which would be covered in our tests would include material accounts in the general ledger such as cash, investments,
receivables, inventories, fixed assets, accounts payable, payroll liabilities, unearned revenues, fund balances, taxes,
franchise fees,fines and forfeitures,charges for services, and various other revenue and expenditure accounts. We will
also request written representations from your attorneys as part of the scope of the work.At the conclusion of our audit,
we will also request certain written representations from the City about the financial statements and related matters.Our
audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements;
therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested.
Also,we will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatements. However, because of the concept of reasonable assurance and because we will not perform
a detailed examination of all transactions,there is a risk that material errors, irregularities, or illegal acts, including fraud
or defalcations, may exist and not be detected by us.
We will inform you, however, of any matters of that nature which come to our attention, unless they are clearly
inconsequential. Additional work requested or performed related to fraud, errors, irregularities or illegal acts would
be above the scope of the audit and would be subject to further discussions with management. Our responsibility as
auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later
periods for which we are not engaged as auditors.
We anticipate that City employees will prepare all cash and other confirmations and will locate supporting documentation
such as invoices, deposits, and other supporting documentation for items selected by us for testing. Account analysis
schedules such as the reconciliation of bank statements,investments schedules,fixed asset and depreciation schedules,
listing of accounts payable at year-end, etc., will be prepared by the City. We will request that the City provide us with
supporting documentation such as grant applications, detail general ledger downloaded from the financial software,
checks registers for the year,internal audit risk assessment,audit plan,issued reports and City Council meeting minutes.
We encourage use of the Whitley Penn portal for the transfer of electronic files.
C. Review of Annual Comprehensive Financial Report
We will review of the Annual Comprehensive Financial Report especially as it relates to the implementation of any
recommendations provided by the GFOA and or in the implementation of new standards promulgated by the GASB.We
are also available to assist City financial personnel in the preparation and filling of the SF-SAC Data Collection Form.
D. Periodic Staff Meetings
As part of our annual commitment to the City, senior level firm personnel will be available to meet with City staff, City
Council,and the Audit Committee periodically during the audit and throughout the year to discuss financial reporting and
audit matters. It is our policy to make our partners and managers available throughout the year to City Council and staff
members. We would contemplate receiving specific direction as to the City's and firm's staff involvement in planning
sessions with management prior to beginning our work.
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Respondent's Method and Approach
Financial Audit Engagement-General Scope Considerations(continued)
Level of assistance that will be expected from City personnel, including internal audit staff
We expect to arrange all project roles and responsibilities with our staff and the City's staff at the outset of the engagement.
We appreciate the City's efforts and will work with you in making sure we can utilize the information already available. We
do not want to burden the staff with making requests that require the staff to"recreate the wheel."
Implementation of Recent GASB Pronouncements
Very few situations can cause undue stress and consternation to the audit and reporting process like unforeseen changes
in accounting or auditing standards. These changes, which often seem to affect only the reporting or auditing function,
usually end up adding significant burden to the day-to-day activities of the City's staff.We believe that a proactive approach
to addressing these changes through dialogue and education helps to smooth out the potential bumps along the way. We
will assist and guide the City in the implementation of any new Accounting Standards.
Have We Identified Potential Audit Problems?
As noted earlier, our approach to difficult audit issues is immediate communication at the appropriate level of management
to include, as appropriate, City Council and management. We propose scheduled periodic meetings with the City's
management personnel to stay abreast with issues that the City is facing.As part of our service commitment, we welcome
any questions during the year.
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Task/Activity Plan
PROPRIETARY AND CONFIDENTIAL- NOT FOR PUBLIC DISTRIBUTION
• 4 12 12 8 36
16 65 80 80 241
16 80 160 150 406
• •. 24 24 8 2 58
• 5 4 - - 9
. 65 185 260 240 750
Preliminary Planning
PBC List sent out at least one month before start date
External planning meeting to discuss significant changes from previous fiscal year
Set up meetings with various departments for internal control walkthroughs
Federal and state major program determination
Sample selections for payroll, nonpayroll, and procurement transactions
FieldworkInterim Internal Control Walkthroughs
• Payroll/Human Resources
• Procurement/Accounts Payable
• Information Technology
• Cash and Investments
• Capital assets
• Property taxes
• Long-term debt
• Financial close and reporting
• Municipal Court(fines and fees)
• Licenses and permits
• Tax collection and monitoring - Sales, Mixed Beverage, Hotel and Franchise
• Utility billing
Federal major programs testing for each major program in accordance with OMB Uniform Guidance (2 CFR 200)-Test of
compliance requirements subject to audit per OMB
• Payroll and Nonpayroll transactions
• Cash management
• Financial reporting
• Procurement
• Eligibility requirements
• Program income
• Period of availability
• Maintenance of Effort
• Internal controls surrounding payroll charges, specifically those employees that are split funded
• Matching and Earmarking requirements
• Special Tests and Provisions as required by OMB
Test of Controls& Compliance
• General Payroll
• General Nonpayroll
• Federal Payroll (Major Programs Only) 27
Task/Activity Plan (continued)
PROPRIETARY AND CONFIDENTIAL— NOT FOR PUBLIC DISTRIBUTION
FieldworkInterim .
• Federal Nonpayroll (Major Programs Only)
• Cash receipts for major revenue sources
• Procurement Test- From Master Bid List and from Expenditure Report by Commodity Type(Local, State and Federal
requirements)
• Compliance with the Public Funds Investment Act
• Nepotism/Conflict of Interest
• Inherent risk assessment
• Control risk assessments
• Fraud inquiries
• Inventory observation as of September 30, 2022 for material balances.
• Capital asset physical observations
Discuss im lementati n of GASB No.96 SBITYear-end Procedures
Planning
• Entrance conference with management to discuss year-end procedures
• Complete test of controls and compliance through the end of the fiscal year
• Major Fund Determination
• Budget-to-actual comparison for the General Fund & other major special revenue funds, if applicable
• Preliminary analytical procedures
• Related party and nepotism questionnaires sent to City Council members
• Review major program determination
• Legal representation letters sent to City's legal counsel
Substantive Procedures
• Cash and cash equivalents-confirmations, pledged collateral, and disclosures
• Investments-confirm balances, Weighted Average Maturity and disclosures
• Inventory - Review detail reports for balances
• Due from Other Governments- Subsequent receipts testing
• Due From/Due To Analysis along with Transfers In/Out
• Reconciliation of SEFA to the financial statements
• Property tax assessed value confirmation with appraisal district
• Recalculate Levy assessed for the fiscal year
• Verify property tax rates approved by City Council
• Analytical and other procedures on significant financial statement amounts
• Review and testing of accounts receivable reconciliations for material balances
• Reconciliation of sales tax revenue and receivable with receipts from State Comptroller
• Reconciliation of hotel occupancy tax revenue and receivable with receipts from State Comptroller
• Vouch significant franchise fees and intergovernmental revenue
• Reconciliation of utility and solid waste revenues and receivables to subsidiary ledgers
• Reconciliation of licenses and permits revenue to subsidiary ledger
• Reconciliation of fine and fee revenue to municipal court subsidiary ledgers
• Capital asset testing (additions, disposals, CIP, depreciation)
• Select local revenue transactions that are above scope and vouch support
• Journal entry exam
• Search for unrecorded liabilities
• Accrued wages test and review
• Payroll liability analysis
• Payroll analysis by program/type; review of budgeted payroll costs;consider Council approved pay increases
• Pension & OPEB Calculations and note disclosures
• Long-term debt roll forward 28
Task/Activity Plan (continued)
PROPRIETARY AND CONFIDENTIAL— NOT FOR PUBLIC DISTRIBUTION
Year-end Procedures(continued)
• Confirm all outstanding debt
• Review EMMA for any additional official statements
• Amortization of all debt-related items
• Self-insurance analysis;verify liability and perform analytics on expenditures and revenues
• Fund balance review for assignments and commitments
• Review long-term payables for leases and subcription-based information technology arrangrements
..
Assist City with any questions related to preparation of ACFR
Complete financial statement disclosure checklist
Complete the Single Audit Report disclosure checklist
Partner and engagement quality control review
Audit committee meetings
Exit conference with management and plan for Council meeting presentation
SubmissionsFinal Council Meeting
WP will draft the submission to the Federal Audit Clearinghouse Data Collection Form (30 days after report release
date)
Opinion letters
29
whitleypenn
Timeline
Below is our proposed summary timing schedule for the project in accordance with the City's request. We will establish
detailed arrangements with the City's management to formulate and complete the specific timing requirements detailed
in the RFP 23-015. We understand that we will be expected to review the detailed audit work plan and schedule with
management prior to commencing the audit assignment each year.
Proposed Summary Timing Schedule-Annual Comprehensive Financial Report
Interim PBC list provided to City May 1, 2023
Interim entrance conference May/June 2023
Interim fieldwork July 10, 2023 through July 21, 2023
Interim exit conference July 21, 2023
Year-end PBC list provided to City September 1, 2023
Year-end fieldwork November 13, 2023 through December 1, 2023
Year-end exit conference December 1, 2023
Draft of ACFR due to WP January 12, 2024
Auditor ACFR review comments and MRL due to City January 19, 2024
Final audit exit meeting with City executive team February 12, 2024
City Council meeting February 22, 2024
We believe weekly status meetings as well as exit conferences at conclusion of each stage of fieldwork are very important
to every audit. Based on the City's preference, we will be available to meet in person or virtually for each of these meetings.
30
Segment 3
Cost Proposal
31
RFP 23-O�t ' `rA`Services
Attachmen ost Proposal Sheet
Encrerase
Original Discount from
Position Title Estimated Hours Hourly Rate Total Proposal Original Offer
2023 Fiscal Year
1 Partners 60.00 $185.00 $11.100.00
2 Managers 180.00 $160.00 $28,800.00
3 Supervisory Staff 260.00 $140.00 $36,400.00
4 Staff 240.00 $115.00 $27,600.00
5 Entrance Conference 5.00 $110.00 $550.00
6 Exit Conference 5.00 $110.00 $550.00
7 Other $0.00
"Other"is for additional costs and can be detailed in a separate attachment but
include the estimated total here.
Annual Total: $105,000.00 N/A $ 114,800.00 $ (9,800.00)
2024 Fiscal Year
1 Partners 60.00 $191.00 $11,460.00
2 Managers 180.00 $165.00 $29,700.00
3 Supervisory Staff 260.00 $144.00 $37.440.00
4 Staff 240.00 $118.00 $28,320.00
5 Entrance Conference 5.00 $113.00 $565.00
6 Exit Conference 5.00 $113.00 $565.00
7 Other $0.00
"Other"is for additional costs and can be detailed in a separate attachment but
include the estimated total here.
Annual Total: 5108,050.00 #NAME? S 118,380.00 $ (10.330.00)
2025 Fiscal Year
1 Partners 60.00 $197.00 $11,820.00
2 Managers 180.00 $170.00 $30,600.00
3 Supervisory Staff 260.00 $148.00 $38,480.00
4 Staff 240.00 $122.00 $29.280.00
5 Entrance Conference 5.00 $116.00 $580.00
6 Exit Conference 5.00 $116.00 $580.00
7 Other $0.00
"Other"is for additional costs and can be detailed in a separate attachment but
include the estimated total here.
Annual Total: $111,340. 0 F-#-N-A-M-E-?-1 $ 122,140.00
2026 Fiscal Year
1 Partners 60.00 $203.00 $12,180.00
2 Managers 180.00 $175.00 $31,500.00
3 Supervisory Staff 260.00 $152.00 $39,520.00
4 Staff 240.00 $126.00 $30,240.00
5 Entrance Conference 5.00 $119.00 $595.00
6 Exit Conference 5.00 $119.00 $595.00
7 Other $0.00
"Other"is for additional costs and can be detailed in a separate attachment but
include the estimated total here.
Annual Total: $114,630.00 #NAME? $ 125,960.00 $ (11,330.00)
2027 Fiscal Year
1 Partners 60.00 $209.00 $12,540.00
2 Managers 180.00 $180.00 $32,400.00
3 Supervisory Staff 260.00 $157.00 $40,820.00
4 Staff 240.00 $130.00 $31,200.00
5 Entrance Conference 5.00 $123.00 $615.00
6 Exit Conference 5.00 $123.00 $615.00
7 Other $0.00
"Other"is for additional costs and can be detailed in a separate attachment but
include the estimated total here.
Annual Total: $118,190.00 F-7777777-1 S 129.790.00 S (11,600.00)
Estimated Contract Total: $557,210.00 $611,070.00 -$53,860.00
Exhibit "A"
ATTACHMENT A
REFERENCE SHEET
PLEASE COMPLETE AND RETURN THIS FORM WITH THE SOLICITATION RESPONSE
SOLICITATION NUMBER: RFP 23-015 Audit Services
RESPONDENT'S NAME: Patrick Simmons DATE: 3/24/2023
Provide the name, address, telephone number and E-MAIL of at least three (3)valid Municipal,
Government agencies or firms of comparable size that have utilized services that are similar in type and
capacity within the last two (2) years. City of Round Rock references are not applicable. References may
be checked prior to award. If references cannot be confirmed or if any negative responses are received it
may result in the disqualification of submittal.
1. Company's Name City of Beaumont
Name of Contact Todd Simoneaux
Title of Contact Chief Financial Officer
E-Mail Address Todd.Simoneaux(a-)beaumonttexas.gov
Present Address PO Box 3827
City, State, Zip Code Beaumont,Texas 77704
Telephone Number (409) 880-3116 Fax Number: (409) 880-3132
2. Company's Name City of Galveston
Name of Contact Mike Loftin
Title of Contact Financial Director
E-Mail Address MLoftinCa�GalvestonTX.Gov
Present Address 823 Rosenberg St
City, State, Zip Code Galveston,Texas 77550
Telephone Number (409) 797-3500 Fax Number: ( )
3. Company's Name City of North Richland Hills
Name of Contact Mark Mills
Title of Contact Financial Director
E-Mail Address mmills(cDnrhtx.com
Present Address 4301 City Point Drive
City, State, Zip Code North Richland Hills,Texas 76180
Telephone Number (817)427-6202 Fax Number: ( )
FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY
AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.
on 3600 N.Capital of
�. Texas Hwy.Bldg B
whitleypenn Suite250
Austin,Texas 78746
737.931.8200 Main
whitleypenn.com
May 10, 2023
To the Honorable Mayor,the Members of
City Council,and the City Manager
221 East Main Street
Round Rock,Texas 78664
You have requested that we audit the financial statements of the governmental activities, the business-type activities, each
major fund, and the aggregate remaining fund information of City of Round Rock, Texas (the "City'), as of September 30,
2023 and for the year then ended, and the related notes to the financial statements, which collectively comprise the City's
basic financial statements. In addition, we will audit the City's compliance over major federal award programs for the year
ended September 30,2023.
We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter.Our audits
will be conducted with the objectives of our expressing an opinion on each opinion unit and an opinion on compliance
regarding the entity's major federal award programs. The objectives of our audit of the financial statements are to obtain
reasonable assurance about whether the financial statements as a whole are free from material misstatement,whether due
to fraud or error,and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance
but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in the United States ofAmerica(GAAS)and in accordance with Government Auditing Standards will always
detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are
considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the
judgment made by a reasonable user based on the financial statements.
The objectives of our compliance audit are to obtain sufficient appropriate audit evidence to form an opinion and report at
the level specified in the governmental audit requirement about whether the entity complied in all material respects with
the applicable compliance requirements and identify audit and reporting requirements specified in the governmental audit
requirement that are supplementary to GAAS and Government Auditing Standards,if any,and perform procedures to address
those requirements.
Accounting principles generally accepted in the United States of America require that certain information be presented to
supplement the basic financial statements.Such information,although not a part ofthe basic financial statements,is required
by Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the
basic financial statements in an appropriate operational,economic, or historical context.As part of our engagement,we will
apply certain limited procedures to the required supplementary information (RSI) in accordance with auditing standards
generally accepted in the United States of America. These limited procedures will consist primarily of inquiries of
management regarding their methods of measurement and presentation, and comparing the information for consistency
with management's responses to our inquiries.We will not express an opinion or provide any form of assurance on the RSI.
The following RSI is required by accounting principles generally accepted in the United States of America. This RSI will be
subjected to certain limited procedures but will not be audited:
1) Management's Discussion and Analysis,
2) Schedule of Changes in the Net Liability and Related Ratios(Pension and Other Post-Employment Benefits), and
3) Schedule of Contributions(Pension and Other Post-Employment Benefits).
P-WB- 151e
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To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 2 of 11
Supplementary information other than RSI will accompany the City's basic financial statements.We will subject the following
supplementary information to the auditing procedures applied in our audit of the basic financial statements and certain
additional procedures,including comparing and reconciling the supplementary information to the underlying accounting and
other records used to prepare the financial statements or to the financial statements themselves,and additional procedures
in accordance with auditing standards generally accepted in the United States of America.We intend to provide an opinion
on the following supplementary information in relation to the financial statements as a whole:
1) Combining and Individual Fund Financial Statements and Schedules,and
2) Schedule of Expenditures of Federal Awards.
Also,the document we submit to you will include the following other additional information that will not be subjected to the
auditing procedures applied in our audit of the financial statements:
1) Introductory Section and
2) Statistical Section.
Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our
responsibility. The form will summarize our audit findings, amounts and conclusions. It is management's responsibility to
submit a reporting package including financial statements,schedule of expenditure of federal awards,summary schedule of
prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse.The
financial reporting package must be text searchable, unencrypted, and unlocked. Otherwise,the reporting package will not
be accepted by the federal audit clearinghouse. We will assist you in the electronic submission and certification. You may
request from us copies of our report for you to include with the reporting package submitted to pass-through entities.
The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors' reports or
nine months after the end of the audit period,unless specifically waived by a federal cognizant or oversight agency for audits.
Data Collection Forms submitted untimely are one of the factors in assessing programs at a higher risk.
Audit of the Financial Statements
We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (U.S.
GAAS),the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller
General of the United States of America; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). As
part of an audit of financial statements in accordance with GAAS and in accordance with Government Auditing Standards,we
exercise professional judgment and maintain professional skepticism throughout the audit.We also:
• Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion,forgery,intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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 entity's internal control. However,we will communicate to you in writing concerning any significant
deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that
we have identified during the audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial statements,
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 3 of 11
including the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Conclude,based on the audit evidence obtained,whether there are conditions or events,considered in the
aggregate, that raise substantial doubt about the City's ability to continue as a going concern for a
reasonable period of time.
Because of the inherent limitations of an audit,together with the inherent limitations of internal control,an unavoidable risk
that some material misstatements or noncompliance may not be detected exists,even though the audit is properly planned
and performed in accordance with GAAS and Government Auditing Standards of the Comptroller General of the United States
of America. Please note that the determination of abuse is subjective and Government Auditing Standards does not require
auditors to detect abuse.
Our responsibility as auditors is limited to the period covered by our audit and does not extend to any other periods.
We will issue a written report upon completion of our audit of the City's basic financial statements.Circumstances may arise
in which our report may differ from its expected form and content based on the results of our audit.Depending on the nature
of these circumstances, it may be necessary for us to modify our opinions, add an emphasis-of-matter or other-matter
paragraph(s) to our auditor's report, or if necessary, withdraw from the engagement. If our opinions on the basic financial
statements are other than unmodified,we will discuss the reasons with you in advance. If, for any reason,we are unable to
complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a
report as a result of this engagement.
In accordance with the requirements of Government Auditing Standards, we will also issue a written report describing the
scope of our testing over internal control over financial reporting and over compliance with laws, regulations,and provisions
of grants and contracts, including the results of that testing. However, providing an opinion on internal control and
compliance over financial reporting will not be an objective of the audit and,therefore, no such opinion will be expressed.
Audit of Major Program Compliance
Our audit of the City's major federal award program(s)compliance will be conducted in accordance with the requirements of
the Single Audit Act, as amended; and the Uniform Guidance, and will include tests of accounting records, a determination
of major programs in accordance with the Uniform Guidance and other procedures we consider necessary to enable us to
express such an opinion on major federal award program compliance and to render the required reports.We cannot provide
assurance that an unmodified opinion on compliance will be expressed.Circumstances may arise in which it is necessary for
us to modify our opinion or withdraw from the engagement.
The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether
material noncompliance with applicable laws and regulations, the provisions of contracts and grant agreements applicable
to major federal award programs,and the applicable compliance requirements occurred,whether due to fraud or error,and
express an opinion on the entity's compliance based on the audit. Reasonable assurance is a high level of assurance but is
not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government
Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not
detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the
compliance requirements is considered material if there is a substantial likelihood that, individually or in the aggregate, it
would influence the judgment made by a reasonable user of the report on compliance about the entity's compliance with the
requirements of the federal programs as a whole.
As part of a compliance audit in accordance with GAAS and in accordance with Government Auditing Standards,we exercise
professional judgment and maintain professional skepticism throughout the audit. We also identify and assess the risks of
material noncompliance,whether due to fraud or error, and design and perform audit procedures responsive to those risks.
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 4 of 11
Our procedures will consist of determining major federal programs and, performing the applicable procedures described in
the U.S.Office of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could
have a direct and material effect on each of the entity's major programs, and performing such other procedures as we
considers necessary in the circumstances. The purpose of those procedures will be to express an opinion on the entity's
compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the
Uniform Guidance.
Also, as required by the Uniform Guidance,we will obtain an understanding of the entity's internal control over compliance
relevant to the audit in order to design and perform tests of controls to evaluate the effectiveness of the design and operation
of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements
applicable to each of the entity's major federal award programs. Our tests will be less in scope than would be necessary to
render an opinion on these controls and, accordingly, no opinion will be expressed in our report. However, we will
communicate to you, regarding, among other matters, the planned scope and timing of the audit and any significant
deficiencies and material weaknesses in internal control over compliance that we have identified during the audit.
We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the City's major federal
programs, and a report on internal controls over compliance that will report any significant deficiencies and material
weaknesses identified; however,such report will not express an opinion on internal control.
Management's Responsibilities
Our audit will be conducted on the basis that management and, when appropriate, those charged with governance
acknowledge and understand that they have responsibility:
1. For the preparation and fair presentation of the financial statements in accordance with accounting principles
generally accepted in the United States of America;
2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement,whether due to fraud or error;
3. For identifying,in its accounts,all federal awards received and expended during the period and the federal programs
under which they were received;
4. For maintaining records that adequately identify the source and application of funds for federally funded activities;
5. For preparing the schedule of expenditures of federal awards(including notes and noncash assistance received) in
accordance with the Uniform Guidance;
6. For the design, implementation, and maintenance of internal control over federal awards that provides reasonable
assurance that the entity is managing federal awards in compliance with federal statutes,regulations,and the terms
and conditions of the federal awards;
7. For identifying and ensuring that the entity complies with federal laws, statutes, regulations, rules, provisions of
contracts or grant agreements,and the terms and conditions of federal award programs,and implementing systems
designed to achieve compliance with applicable federal statutes,regulations,and the terms and conditions of federal
award programs;
8. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with
the requirements of the award
9. For identifying and providing report copies of previous audits,attestation engagements,or other studies that directly
relate to the objectives of the audit,including whether related recommendations have been implemented;
10. For taking prompt action when instances of noncompliance are identified;
11. For addressing the findings and recommendations of auditors, for establishing and maintaining a process to track
the status of such findings and recommendations and taking corrective action on reported audit findings from prior
periods and preparing a summary schedule of prior audit findings;
12. For following up and taking corrective action on current year audit findings and preparing a corrective action plan
for such findings;
13. For submitting the reporting package and data collection form to the appropriate parties;
To the Honorable Mayor,the Members of
City Council, and the City Manager
May 10,2023
Page 5 of 11
14. For making the auditor aware of any significant contractor relationships where the contractor is responsible for
program compliance;
15. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair
presentation of the financial statements, and relevant to federal award programs, such as records,
documentation,and other matters;
b. Additional information that we may request from management for the purpose of the audit;
c. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit
evidence;
d. A written acknowledgement of all the documents that management expects to issue that will be included
in the annual report and the planned timing and method of issuance of that annual report;and
e. A final version of the annual report(including all the documents that,together,comprise the annual report)
in a timely manner prior to the date of the auditor's report.
16. For adjusting the financial statements to correct material misstatements and confirming to us in the management
representation letter that the effects of any uncorrected misstatements aggregated by us during the current
engagement and pertaining to the current year period(s) under audit are immaterial, both individually and in the
aggregate,to the financial statements as a whole;
17. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;
18. For maintaining adequate records,selecting and applying accounting principles,and safeguarding assets;
19. For informing us of any known or suspected fraud affecting the entity involving management, employees with
significant role in internal control and others where fraud could have a material effect on compliance;
20. For the accuracy and completeness of all information provided;
21. For taking reasonable measures to safeguard protected personally identifiable and other sensitive information;and
22. For confirming your understanding of your responsibilities as defined in this letter to us in your management
representation letter.
With regard to the supplementary information(including the schedule of expenditures of federal awards) referred to above,
you acknowledge and understand your responsibility(a)for the preparation of the supplementary information in accordance
with the applicable criteria such as the Uniform Guidance, (b) to provide us with the appropriate written representations
regarding supplementary information, (c) to include our report on the supplementary information in any document that
contains the supplementary information and that indicates that we have reported on such supplementary information,and
(d)to present the supplementary information with the audited financial statements,or if the supplementary information will
not be presented with the audited financial statements, to make the audited financial statements readily available to the
intended users of the supplementary information no later than the date of issuance by you of the supplementary information
and our report thereon.
As part of our audit process, we will request from management and, when appropriate, those charged with governance,
written confirmation concerning representations made to us in connection with the audit.
We understand that your employees will prepare all confirmations we request and will locate any documents or invoices
selected by us for testing.
If you intend to publish or otherwise reproduce the financial statements and make reference to our firm,you agree to provide
us with printers' proofs or masters for our review and approval before printing.You also agree to provide us with a copy of
the final reproduced material for our approval before it is distributed.
Nonattest Services
Nonattest services could include assistance with the preparation of the data collection form and its submission to the Federal
Audit Clearinghouse.We will not assume management responsibilities on behalf of the City. However,we will provide advice
and recommendations to assist management of the City in performing its responsibilities.
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 6 of 11
The City's management is responsible for(a) making all management decisions and performing all management functions;
(b) assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d)
evaluating and accepting responsibility for the results of the services performed;and(e)establishing and maintaining internal
controls,including monitoring ongoing activities.
Our responsibilities and limitations of the nonattest services are described below:
The nonattest services are limited to the services we described above. Our firm, in its sole professional judgment, reserves
the right to refuse to do any procedure or take any action that could be construed as making management decisions or
assuming management responsibilities, including determining account coding and approving journal entries. Our firm will
advise the City regarding these nonattest services, but the City must make all decisions with regard to those matters.
Fees and Timing
The timing of our audit will be scheduled for performance and completion as follows:
Document internal control and preliminary tests July 2023
Inventory observation(for material balances) September 30, 2023 or agreed upon
date
Perform year-end audit procedures November/December 2023
Issue audit reports February 2024
We anticipate meeting these deadlines barring any delays.
Patrick Simmons, CPA is the engagement partner for the audit services specified in this letter. His responsibilities include
supervising Whitley Penn, LLP's services performed as part of this engagement and signing or authorizing another qualified
firm representative to sign the audit report.
Our fee for the audit services will be based on the amount of time required and the difficulty of the work involved which we
estimate to be$105,000. The fee estimate for the audit is based on anticipated cooperation from the City's personnel and
the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is
necessary,we will keep you informed of any problems we encounter and our fees will be adjusted accordingly.
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation and payment is
due in Tarrant County. You agree to pay reasonable attorney fees and collection costs incurred relating to collection of fees
for services performed under the terms of this engagement. In accordance with Whitley Penn, LLP policy, work may be
suspended if your account becomes 30 days or more past due and will not resume until your account is paid in full. In addition,
invoices not paid in full by the last day of the month will be assessed interest at a rate of one percent per month. If we elect
to terminate our services for nonpayment,our engagement will be deemed to have been complete even if we have not issued
our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket
expenditures through the date of termination. Our final auditors' report will be released upon final payment of any
outstanding invoices.
You may request that we perform additional services not addressed in this engagement letter. If this occurs, we will
communicate with you concerning the scope of the additional services and the estimated fees. We also may issue a separate
engagement letter covering the additional services. In the absence of any other written communication from us documenting
such additional services,our services will continue to be governed by the terms of this engagement letter.
We would like to make the following comments regarding the fee estimates:
1. Our fee estimates have not considered the effects of any changes to auditing standards and accounting principles,
which may be promulgated by the AICPA,Congress,or any other regulatory body in the future and are unknown to
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 7 of 11
us at this time. If significant additional time is necessary resulting in increased fees,we will endeavor to notify you
of any such circumstances as they are assessed.
2. The City's personnel are responsible for the preparation of all items requested in the Prepared by Client ("PBC")
listing and received by the date requested. Any delays caused by not preparing the items when requested may result
in additional fees, as well as the possibility of postponing our fieldwork. The PBC listing will be provided to you
during the planning process of the engagement.
3. Time incurred for audit adjustments identified during our audit and the related additional testing required has not
been considered in our fee estimates. Prior to performing any additional testing,we will notify you of the exceptions
and obtain approval for any additional fees which may be incurred.
4. Our fee estimates are based on all general ledger sub ledgers being reconciled to the general ledger balance and any
adjustment necessary should be recorded to the general ledger prior to our fieldwork start date.
The ethics of our profession prohibit the rendering of professional services where the fee for such services is contingent,or
has the appearance of being contingent, upon the results of such services. Accordingly, it is important that our bills be paid
promptly when received. If a situation arises in which it may appear that our independence would be questioned because of
significant unpaid bills,we may be prohibited from issuing our auditors' report.
In the unlikely event that differences concerning our services or fees should arise that are not resolved by mutual agreement,
to facilitate judicial resolution and save time and expense of both parties,the City and Whitley Penn agree not to demand a
trial by jury in any action,proceeding,or counterclaim arising out of or relating to our services and fees for this engagement.
Any controversy, dispute, or questions arising out of or in connection with this agreement or our engagement shall be
determined by arbitration conducted in accordance with the rules of the American Arbitration Association,and any decision
rendered by the American Arbitration Association shall be binding on both parties to this agreement. The costs of any
arbitration shall be borne equally by the parties. Any and all claims in arbitration relating to or arising out of this
contract/agreement shall be governed by the laws of the State of Texas and to the extent any issue regarding the arbitration
is submitted to a court,including the appointment of arbitrators or confirmation of an award,the District courts in Williamson
County shall have exclusive jurisdiction. Any action arising out of this agreement or the services provided shall be initiated
within two years of the service provided.
This letter replaces and supersedes any previous proposals,correspondence and understanding,whether written or oral. The
agreements contained in this engagement letter shall survive the completion or termination of this engagement.
To ensure that Whitley Penn, LLP's independence is not impaired under the AICPA Code of Professional Conduct,you agree
to inform the engagement partner before entering into any substantive employment discussions with any of our personnel.
Other Matters
During the course of the engagement,we may communicate with you or your personnel via fax or e-mail,and you should be
aware that communication in those mediums contains a risk of misdirected or intercepted communications.
In the course of our services,our firm may transmit confidential information that you provided us to third parties in order to
facilitate our services. As applicable, we require confidentiality agreements with all our service providers to maintain the
confidentiality of your information and additionally the firm will take reasonable precautions to determine that our service
providers have the appropriate procedures in place to prevent the unauthorized release of confidential information to others.
We will remain ultimately responsible for the work provided by any third-party service providers used under this agreement.
By your signature below,you consent to having confidential information transmitted to entities outside the firm. Please feel
free to inquire if you would like additional information regarding the transmission of confidential information to entities
outside the firm.
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 8 of 11
Regarding the electronic dissemination of audited financial statements, including financial statements published
electronically on your Internet website, you understand that electronic sites are a means to distribute information and,
therefore, we are not required to read the information contained in these sites or to consider the consistency of other
information in the electronic site with the original document.
Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data.
As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such
original information. By signing this engagement letter,you affirm that you have all the data and records required to make
your books and records complete.
In the event we are required by government regulation, required by subpoena or other legal process to produce information
or our personnel for interviews or depositions in relation to a matter involving the City,the City will,so long as we are not a
party or the focus of the proceeding or inquiry in which the information is sought,reimburse us for our professional time and
expenses, as well as the fees and expenses of our counsel,incurred in responding to such requests.
The audit documentation for this engagement is the property of Whitley Penn, LLP and constitutes confidential information.
However, we may be requested to make certain audit documentation available to your pass-through regulatory entity and
federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation, or to
peer reviewers. If requested,access to such audit documentation will be provided under the supervision Whitley Penn,LLP's
personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and
regulators.The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to
others, including other governmental agencies.
The City may wish to include our report on these financial statements in an exempt offering document.The City agrees that
the aforementioned auditor's report, or reference to our Firm,will not be included in such offering document without prior
permission or consent. Any agreement to perform work in connection with an exempt offering document, including an
agreement to provide permission or consent, will be a separate engagement letter. For exempt offerings for which we are
not involved,you will clearly indicate that we were not involved with the contents of such offering document and a disclosure
as shown below will be included in the exempt offering:
"Whitley Penn, our independent auditor, has not been engaged to perform and has not performed, since
the date of its report included herein,any procedures on the financial statements addressed in that report.
Whitley Penn also has not performed any procedures relating to this offering document."
Further,we will be available during the yearto consult with you on financial management and accounting matters of a routine
nature.
During the course of the audit, we may observe opportunities for economy in, or improved controls over, your operations.
We will bring such matters to the attention of the appropriate level of management,either orally or in writing.
We agree to retain our audit documentation or work papers for a period of at least five years from the date of our report.
You agree to inform us of facts that may affect the financial statements of which you may become aware during the period
from the date of the auditor's report to the date the financial statements are issued.
At the conclusion of our audit engagement,we will communicate to the City Council the following significant findings from
the audit:
• Our view about the qualitative aspects of the City's significant accounting practices;
• Significant difficulties,if any,encountered during the audit;
• Uncorrected misstatements,other than those we believe are trivial, if any;
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 9 of 11
• Disagreements with management, if any;
• Other findings or issues,if any,arising from the audit that are,in our professional judgment,significant and relevant
to those charged with governance regarding their oversight of the financial reporting process;
• Material, corrected misstatements that were brought to the attention of management as a result of our audit
procedures;
• Representations we requested from management;
• Management's consultations with other accountants,if any;and
• Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, with
management.
In accordance with the requirements of Government Auditing Standards,we have attached a copy of our latest external peer
review report of our firm for your consideration and files.
Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the
arrangements for our audit of the financial statements compliance over major federal award programs including our
respective responsibilities.
We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.
Respectfully,
Wh;41-ffy e..� LcP
Austin,Texas
RESPONSE:
This letter correctly sets forth our understanding.
Acknowledged and agre on behalf of 'ty of Round Rock,Texas by:
Name:
Title:
Date: `1/13 12-S
Name:
Title:
Date:
To the Honorable Mayor,the Members of
City Council, and the City Manager
May 10, 2023
Page 10 of 11
Clifton LarsonAllen LLP
;TVP#
CLAconned.com
REPORT ON THE FIRM'S SYSTEM OF QUALITY CONTROL
To the Partners of Whitley Penn LLP
and the National Peer Review Committee
We have reviewed the system of quality control for the accounting and auditing practice of Whitley
Penn LLP (the firm) applicable to engagements not subject to PCAOB permanent inspection in effect
for the year ended April 30, 2021. Our peer review was conducted in accordance with the Standards for
Performing and Reporting on Peer Reviews established by the Peer Review Board of the American
Institute of Certified Public Accountants (Standards).
A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System
Review as described in the standards may be found at www.aicpa.org/prsummary. The summary also
includes an explanation of how engagements identified as not performed or reported in conformity with
applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review
rating.
Firm's Responsibility
The firm is responsible for designing a system of quality control and complying with it to provide the firm
with reasonable assurance of performing and reporting in conformity with applicable professional
standards in all material respects. The firm is also responsible for evaluating actions to promptly
remediate engagements deemed as not performed or reported in conformity with professional
standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.
Peer Reviewer's Responsibility
Our responsibility is to express an opinion on the design of the system of quality control and the firm's
compliance therewith based on our review.
Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing
Standards (including compliance audits under the Single Audit Act), audits of employee benefit plans,
audits performed under the Federal Deposit Insurance Corporation Improvement Act (FDICIA), and an
examination of a service organization (SOC 1 engagement).
As a part of our peer review, we considered reviews by regulatory entities as communicated by the firm,
if applicable, in determining the nature and extent of our procedures.
A-b.,or CLA is an independent member of Nexia International,a leading,global network of independent
Nexia accounting and consulting firs.See nexia.com/member-firm-disclaimer for details.
international
To the Honorable Mayor,the Members of
City Council,and the City Manager
May 10,2023
Page 11 of 11
Whitley Penn LLP
Page 2
Opinion
In our opinion, the system of quality control for the accounting and auditing practice of Whitley Penn
LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year
ended April 30, 2021, has been suitably designed and complied with to provide the firm with reasonable
assurance of performing and reporting in conformity with applicable professional standards in all
material respects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Whitley Penn
LLP has received a peer review rating of pass.
LLB
Clifton LarsonAllen LLP
Phoenix, Arizona
October 6, 2021