AGENDA REPORT
Meeting Date: March 15, 2022
Item Number:
To: Honorable Mayor & City Council
Board of Directors, Parking Authority of the City of Beverly Hills From: Jeff S. Muir, Director of Finance
Tatiana Szerwinski, Assistant Director of Finance
Sivan Levin, Financial Planning & Research Analyst
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS, THE CITY
OF BEVERLY HILLS COMMUNITY CHARITABLE FOUNDATION,
THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS, AND CROWE LLP FOR PROFESSIONAL AUDIT SERVICES; AND,
AUTHORIZE THE CITY MANAGER/EXECUTIVE DIRECTOR TO
APPROVE THE PURCHASE ORDERS FOR THE TERM OF THE
AGREEMENT
Attachment: 1. Agreement
RECOMMENDATION
The Audit Committee of Mayor Wunderlich and Councilmember Gold, City Treasurer Fisher, and staff recommend that the City Council approve an agreement between the City of Beverly Hills and Crowe LLP for professional audit services, in an amount not-toexceed $478,000, and authorize the City Manager to approve the purchase orders for the five-year agreement and two optional one-year extensions (up to a maximum seven years, should the contract be extended).
INTRODUCTION
Crowe has provided the City professional audit services since July 1, 2017. The most recent contract for annual financial audit services was completed upon auditing the City’s financial statements for fiscal year 2020-21. This prompted the need for a new professional services audit agreement starting fiscal year 2021-22.
D-1
Meeting Date: March 15, 2022
DISCUSSION
The City released a Request for Proposals (RFP) on July 22, 2021 because the current audit contract will expire after completion of fiscal year 2020-21 audit services. The City received eight (8) proposals in response to the RFP that closed on August 23, 2021. A panel of Finance Department staff reviewed all accepted audit proposals based on the criteria provided in the RFP document, which included:
Total mandatory elements
Total expertise & experience
Total audit approach
Total project cost
The Finance Department panel consisted of the Director of Finance, Assistant Director of Finance, Accounting Manager, Purchasing Manager, and Financial Planning and Research Analyst. After the panel discussed the proposals, four (4) candidate audit firms were selected for interviews held on November 1, 2021. The staff panel met after the interviews to discuss the firms’ presentations and qualifications. After carefully evaluating each candidate, the panel selected Crowe LLP as the firm to recommend due to the firm’s size and resources, such as extensive municipal audit experience and performance on comparable government engagements, the quality of the firm’s staff and management support personnel available for technical consultation, adequacy of proposed staffing plan, adequacy of analytical procedures, and technological resources to efficiently manage the City’s audit process. Additionally, due to the firm’s familiarity with the City and having already reviewed particular risk areas during their past audits, they will be able to probe further and assess and audit new risk areas, which is beneficial to the City. As a result of past audits, the firm did note internal control deficiencies and made recommendations for strengthening system access controls and segregation of duties, which were implemented and ultimately strengthened City controls and operations. The firm is also familiar with management’s goals of continuing toward new Government Finance Officers’ Association (GFOA) best practices in aiming to issue the City’s financial statements within 90-120 days after fiscal year end and is committed to assisting management with getting closer to this goal.
On November 18, 2021, staff presented the recommendation to the Audit and Finance Committee for Crowe LLP to be awarded the next agreement for the reasons described above. The Audit Committee concurred, with the stipulation that the engagement partners rotate for the new contract. On December 9, 2021, the Audit Committee agreed to the recommendation after staff confirmed the rotation of the current audit partner. The current audit partner will continue to serve a sixth year in next year’s audit, in order to facilitate a seamless transition to the new partner the following year. The partner rotation is a requirement of the State Controller’s Office (through AB 1345), which limits a lead audit partner to six consecutive fiscal years for a local agency.
Per GFOA best practices, a formal process is required for selecting a new audit firm; however, rotating firms is not required. Management would intend to rotate firms subsequent to the expiration of the next and second agreement with Crowe.
Meeting Date: March 15, 2022
FISCAL IMPACT
The price per audited fiscal year and total all-inclusive maximum price will be included in the annual budget as follows:
2021-22 2022-23 2023-24 2024-25 2025-26 2026-27
(optional)
2027-28
(optional)
Total
$65,000 $65,000 $65,000 $67,000 $69,000 $72,000 $75,000 $478,000 Jeff S. Muir,
Director of Finance
Approved By
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS,
THE CITY OF BEVERLY HILLS COMMUNITY
CHARITABLE FOUNDATION, THE PARKING AUTHORITY
OF THE CITY OF BEVERLY HILLS AND CROWE LLP FOR
PROFESSIONAL AUDIT SERVICES
NAME OF CONSULTANT: Crowe LLP
RESPONSIBLE PRINCIPAL OF CONSULTANT: Katherine V. Lai, Partner CONSULTANT’S ADDRESS: 650 Town Center Drive, Suite
740 Costa Mesa, California
92626-7192 Attention:
Katherine V. Lai, Partner
CONSULTANT’S E.I.N./TAX I.D. NO.: 35-0921680
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Jeff S. Muir, Director of Finance
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: March 31, 2027, unless extended
pursuant to Section 2 of the
Agreement
CONSIDERATION: Not to exceed $478,000, as
more particularly described
in Exhibit B
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS,
THE CITY OF BEVERLY HILLS COMMUNITY
CHARITABLE FOUNDATION, THE PARKING AUTHORITY
OF THE CITY OF BEVERLY HILLS AND CROWE LLP FOR
PROFESSIONAL AUDIT SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Crowe LLP, (hereinafter called “CONSULTANT”).
RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.
B. CONSULTANT represents that it is qualified and able to perform the Scope of Works.
NOW, THEREFORE, the parties agree as follows:
Section 1. Scope of Work.
(a) CONSULTANT’s Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in accordance with auditing standards generally accepted in the United States of America, the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). CITY shall have the right to request, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.
(b) COVID-19 Vaccination or Testing, and Record Keeping Requirements.
CONSULTANT and its employees, personnel, agents, subconsultants, volunteers and subcontractors or any other individual under the control of CONSULTANT who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees”) shall comply with CITY’s COVID- 19 vaccination or testing, and record keeping requirements in connection with the services provided to CITY under the Agreement and as more particularly described in the attached “Acknowledgement of CITY’s Vaccination Requirements Against The COVID-19 Virus”, Attachment 1 to Exhibit A. CONSULTANT shall execute Attachment 1 to Exhibit A of the Agreement attesting that only Covered Employees who are fully vaccinated or with proof of weekly negative COVID-19 PCR or antigen tests will be assigned to work at CITY worksites and/or facilities at all times during the term of the Agreement.
Section 2. Time of Performance.
CONSULTANT shall commence its services under this Agreement upon the Commencement Date or upon a written receipt of a notice to proceed from CITY. Subject to necessary cooperation by CITY, CONSULTANT shall complete the performance of services by the Termination Date set forth above. The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 B0785-0001\2607886v9.doc
exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.
Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.
Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
Section 6. Assignment. Except for any entity which succeeds to the business or assets of a party, neither party may assign this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Any prohibited assignment, sublicense or transfer will be null and void. This Agreement will be binding upon the successors and permitted assigns of the parties.
Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth above shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.
Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.
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Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by CONSULTANT.
Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence and in the aggregate, against any personal injury, death, loss or damage to the extent resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-consultants, if any, to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect during the term if this Agreement CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon. (e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies
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are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) Should any of the above described policies be cancelled before the expiration date thereof, CONSULTANT will endeavor to provide 30 days' written notice to CITY.
(g) The Comprehensive General Liability and Automobile insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The Comprehensive General Liability and Automobile policies of insurance required by this Agreement shall include provisions for waiver of subrogation. (h) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.
Section 12. Indemnification. Each party ("lndemnitor'') will indemnify and hold the other party ("lndemnitee") harmless from any and all liability, expense, judgment, suit, cause of action, or demand for physical personal injury, death, or direct damage to tangible personal property which may accrue against lndemnitee from a third party claim to the extent it is caused by the negligence of lndemnitor, its subcontractors, or their employees or agents, while performing their duties in connection with this Agreement, if lndemnitee provides lndemnitor with prompt, written notice of any claim or suit. lndemnitee will cooperate with lndemnitor in its defense or settlement of the claim or suit. This section sets forth the full extent of lndemnitor's general indemnification of lndemnitee from liabilities that are in any way related to personal injury or property damages sustained under this Agreement.
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason orfor no reason upon no less than five calendar days’ prior written notice to CONSULTANT.
CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the hours incurred and billing rates probed in Exhibit B at the time of termination.
In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.
CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.
Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work. In addition, CITY's responsibilities include the items attached hereto and incorporated herein as Exhibit A.
Section 15. Ownership. Upon full payment of all invoiced amounts, copies of the written audit report (specifically excluding any software) originally and specifically developed for and delivered to CITY by CONSULTANT, as described in Exhibit A shall become CITY's property. CONSULTANT's workpapers and other documents related to the services provided under the Agreement, including the audit report, shall remain CONSULTANT's property.
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CONSULTANT shall provide copies to CITY at its request. The audit report must include a statement that it was developed exclusively for CITY by CONSULTANT and that no one except CITY is entitled to rely upon the audit report. Any workpapers, works, or inventions conceived, made or created by CONSULTANT in rendering the services under this Agreement ("Work Product") and all intellectual property rights in such Work Product shall be owned by CONSULTANT. CITY shall have a perpetual (subject to strict compliance with the license grant and the Termination provision), non-transferable, non-sublicensable right to use the fully paid for audit report developed pursuant to Exhibit A, the Scope of Work issued.
Section 16. Requests and Inspections. To the extent directly related to the services performed under the Agreement, CONSULTANT will permit CITY to access books and records directly related to determining the accuracy of any invoice for the services at a date and time mutually agreed upon. Such access shall be permitted no more frequently than two times in any given twelve (12) month period and will be conducted in a manner so as not to interfere with or disrupt CONSULTANT's business operations. CONSULTANT books and records accessed by CITY shall not be used, duplicated or disclosed to any third party without the prior, express written permission of CONSULTANT. CONSULTANT shall have no obligation to maintain any records other than in the ordinary course of business and any audit shall be at the cost of CITY. CONSULTANT shall have no obligation to disclose or make available any confidential or proprietary information of CONSULTANT which is not directly related to the services performed under this Agreement or any third parties and shall have the right to redact or provide summary level reports to protect the confidentiality and security of other clients and third parties.
Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received upon delivery if (a) delivered by hand during the receiving party’s regular business hours; or (b) sent by certified mail, return-receipt requested in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
Section 18. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.
Section 19. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.
Section 21. No Third Party Beneficiaries. Nothing in this Agreement , express or implied, is intended or shall be construed to confer upon any party or person other than the parties hereto any right, remedy or claim under, or by reason of, this Agreement.
Section 22. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.
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Section 23. Liability.
(a) CONSULTANT will not be liable for any special, indirect, consequential, incidental, or exemplary damages, or for any lost profits, lost savings, or lost business opportunity, even if CONSULTANT had reason to be aware of the possibility of such damages except where it is judicially determined that CONSULTANT acted with recklessness or willful misconduct. Furthermore, except where its judicially determined that CONSULTANT acted with recklessness or willful misconduct, CONSULTANT's liability and any liability of its personnel for all damages of any nature will not exceed ten 10 times the fees actually paid to CONSULTANT under the applicable Scope of Work and payment of such sum will be the exclusive remedy for any damages.
(b) The limitations of liability in this Section on Liability generally will apply to the fullest extent allowed by law and will apply to any claim, liability, or damages, including without limitation to any claims, liabilities, or damages based in negligence or other tort, contract, warranty, indemnity, fiduciary principles, statute or common law. This provision will survive termination of this Agreement, in whole or in part.
Section 24. CITY-Required Cloud Usage. If CITY requests that CONSULTANT access files, documents or other information in a cloud-based or web-accessed hosting service or other third-party system accessed via the internet, including, without limitation iCloud, Dropbox, Google Docs, Google Drive, a data room hosted by a third-party, or a similar service or website (collectively, "Cloud Storage"), CITY will confirm with any thirdparties assisting with or hosting the Cloud Storage that either such third-party or CITY (and not CONSULTANT) is responsible for complying with all applicable laws relating to the Cloud Storage and any information contained in the Cloud Storage, providing CONSULTANT access to the information in the Cloud Storage, and protecting the information in the Cloud Storage from any unauthorized access, including without limitation unauthorized access to the information when in transit to or from the Cloud Storage . CITY represents that it has authority to provide CONSULTANT access to information in the Cloud Storage and that providing CONSULTANT with such access complies with all applicable laws, regulations, and duties owed to third-parties. Neither party will utilize Cloud services.
Section 25. Response to Legal Process. If CONSULTANT is requested by CITY, any third-party, or any other person or entity, by subpoena, investigation, other legal process, or other request to produce documents or testimony pertaining to CITY or the services, and CONSULTANT is not named as a party in the proceeding, CITY will pay CONSULTANT for its professional time, plus out-of-pocket expenses, costs, and fees, as well as reasonable attorney fees, incurred in responding to such request.
Section 26. Legal and Regulatory Change. Unless required by attestation or professional auditing standards, the services to be rendered hereunder is based on current laws and regulations. If changes in laws or regulations change CITY's requirements or the scope of CONSULTANT's services, the parties agree to work in good faith to amend the affected Scope of Work, provided that if an agreement on amendment cannot be reached within a reasonable time, the parties may terminate the affected Scope of Work without penalty. In the event that applicable laws or regulations change during the course or after services are rendered, CONSULTANT will not be liable for any claim, damages, fine or penalty arising out of such change.
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Section 27. Force Majeure. Except for payment obligations, neither party will be liable under this Agreement for any failure of or delay in performance of its obligations hereunder, if performance is delayed or prevented by acts of God, fire, explosion, war, terrorism, earthquakes, riots, governmental laws or regulations, or other similar causes beyond such party's control (each, a "Force Majeure Event"), but only to the extent of and during continuance of such event and only provided such party gives the other party prompt notice of such Force Majeure Event. During the pendency of any Force Majeure Event, the party affected will work diligently to cure the Force Majeure Event to the extent commercially reasonable. However, if the Force Majeure Event continues for thirty (30) consecutive days, the party not directly affected by it may terminate this Agreement immediately without penalty.
Section 28. No Fiduciary Duties. This Agreement is not intended to, and does not, create, impose or imply any fiduciary duty on CONSULTANT, its partners, officers, employees, agents, or its affiliates with respect to any matter under this Agreement, any Scope of Work or the provision of services. For clarification, CONSULTANT is not a fiduciary to CITY with respect to the negotiation, preparation or execution of this Agreement, and CONSULTANT will not have or be subject to any liability to CITY or any other person resulting from the distribution to CITY, or CITY's use of, any information not contained in this Agreement.
Section 29. Professional Standards. Notwithstanding anything to the contrary in the Agreement, no provision in this Agreement shall be construed to require performance or require CONSULTANT to assume any obligation inconsistent with any applicable professional rules or standards, and no provision shall be given effect if such effect would require performance or require CONSULTANT to assume any obligation inconsistent with any applicable professional rules or standards. If circumstances arise that, in CONSULTANT's professional judgment, prevent CONSULTANT from completing this Agreement or any of the Professional Services under any Scope of Work, CONSULTANT retains the right to take any course of action permitted by applicable professional standards, including declining to issue a report or other document, or withdrawing from the applicable Scope of Work or this Agreement generally.
Section 30. Crowe Global Network. Crowe LLP is an independent member of Crowe Global, a Swiss organization. “Crowe” is the brand used by the Crowe Global network and its member firms, but it is not a worldwide partnership. Crowe Global and each of its members are separate and independent legal entities and do not obligate each other. Crowe LLP and its subsidiaries are not responsible or liable for any acts or omissions of Crowe Global or any other Crowe Global member and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Global or any other Crowe Global member. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Crowe LLP or any other member.
Crowe Global and its members are not responsible or liable for any acts or omissions of Crowe LLP and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe LLP. Visit www.crowe.com/disclosure for more information about Crowe LLP, its subsidiaries, and Crowe Global.
Section 31. Notification of Non-Licensee Ownership. CONSULTANT and certain owners of CONSULTANT are licensed by the California State Board of Accountancy.
However, CONSULTANT has owners not licensed by the California State Board of Accountancy who may provide CITY services under this Agreement. CONSULTANT DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -9-
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shall provide CITY with prior written notice should anyone who is not licensed by the California State Board of Accountancy perform work in connection with this Agreement.
Section 32. CONSULTANT AND EQUAL OPPORTUNITY CONSULTANT abides by the principles of equal employment opportunity, including without limitation the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. CONSULTANT also abides by 29 CFR Part 471, Appendix A to Subpart A. The parties agree that the notice in this paragraph does not create any enforceable rights for any firm, organization, or individual.
CONSULTANT and the CONSULTANT's authorized signer below are licensed or otherwise authorized by the California Board of Accountancy.
EXECUTED the day of 20 , at Beverly Hills,
California.
CITY OF BEVERLY HILLS
A Municipal Corporation
ROBERT WUNDERLICH
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)
HUMA AHMED
City Clerk
CONSULTANT: CROWE LLP
KATHERINE V. LAI
Partner
[Signatures continue]
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APPROVED AS TO FORM: APPROVED AS TO CONTENT:
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
JEFF S. MUIR
Director of Finance
SHARON L’HEUREUX DRESSEL
Risk Manager
THE PARKING AUTHORITY OF THE
CITY OF BEVERLY HILLS
ROBERT WUNDERLICH
Chairperson
ATTEST:
(SEAL)
HUMA AHMED
Secretary
APPROVED AS TO FORM:
LAURENCE S. WEINER
General Counsel
[Signatures continue]
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BEVERLY HILLS COMMUNITY
CHARITABLE FOUNDATION:
GEORGE CHAVEZ
Chief Executive Officer
JEFF S. MUIR
Chief Financial Officer
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EXHIBIT A
SCOPE OF WORK
AUDIT SERVICES
I. SCOPE OF WORK
Crowe LLP
Independent Member Crowe Global
650 Town Center Drive, Suite 740 Costa Mesa, CA 92626-7192 Tel 714-668-1234
Fax 714-668-1235
www.crowe.com
DATE
To the Honorable Mayor and City Council City of Beverly Hills, California 455 North Rexford Drive Beverly Hills, California 90210 Dear Mayor and City Council:
This letter confirms the arrangements for Crowe LLP ("Crowe" or "us" or "we" or "our") to provide the professional services discussed in this letter to City of Beverly Hills, California ("you", "your" or "Client"). The attached Crowe Engagement Terms, and any other attachments thereto, are integral parts of this letter, and such terms are incorporated herein.
AUDIT SERVICES
Our Responsibilities
We will audit and report on the financial statements of the Client for the year ending June 30, 202X.
We will audit and report on the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the basic financial statements of the Client for the period(s) indicated.
In addition to our report on the financial statements, we plan to evaluate the presentation of the following supplementary information in relation to the financial statements as a whole, and to report on whether this supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. • Schedule of Expenditures of Federal Awards
• Combining and Individual Fund Financial Statements and Schedules In addition to our report on the financial statements, we also plan to perform specified DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -13-
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procedures in order to describe in our report whether the following required supplementary information is presented in accordance with applicable guidelines.
However, we will not express an opinion or provide any assurance on this information due to our limited procedures.
• Management's Discussion and Analysis
• Schedule of Changes in Net Pension Liability and Related Ratios - Pensions • Schedule of Changes in Net OPEB Pension Liability and Related Ratios - OPEB • Schedule of Contributions - CALPERS Plan
• Schedule of Contributions - OPEB Plan
The document will also include the following additional information that will not be subjected to the auditing procedures applied in our audit of the financial statements, and for which our auditor's report will disclaim an opinion:
• Introductory Section of the Annual Comprehensive Financial Report • Statistical Section of the Annual Comprehensive Financial Report The objective of the audit is the expression of an opinion on the financial statements. We will plan and perform the audit in accordance with auditing standards generally accepted in the United States of America, the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards require that we obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement whether caused by error or fraud, and that we report on the Schedule of Expenditures of Federal Awards (as noted above), and on your compliance with laws and regulations and on its internal controls as required for a Single Audit. Because of inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with applicable standards. An audit is not designed to detect error or fraud that is immaterial to the financial statements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks that the financial statements could be misstated by an amount we believe would influence the financial statement users. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
In making our risk assessments, we consider internal control relevant to the Client's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Client's internal control. However, we will communicate in writing to those charged with governance and management 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.
We will communicate to management other deficiencies in internal control identified during the audit that have not been communicated to management by other parties and DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -14-
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that, in our professional judgment, are of sufficient importance to merit management's attention. We will also communicate certain matters related to the conduct of the audit to those charged with governance, including (1) fraud involving senior management, and fraud (whether caused by senior management or other employees) that causes a material misstatement of the financial statements, (2) illegal acts that come to our attention (unless they are clearly inconsequential) (3) disagreements with management and other significant difficulties encountered in performing the audit and (4) various matters related to the Client's accounting policies and financial statements. Our engagement is not designed to address legal or regulatory matters, which matters should be discussed by you with your legal counsel.
We expect to issue a written report upon completion of our audit of the Client's financial statements. Our report will be addressed to the City Council of the Client.
Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis of matter or other matter paragraph, or withdraw from the engagement.
In addition to our report on the financial statements and supplemental information, we plan to issue the following reports:
• Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards - The purpose of this report is solely to describe the scope of our testing of • internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Client's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. • Independent Auditor's Report on Compliance for Each Major Federal Program and Report on Internal Control Over Compliance -- The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose.
We will also perform tests of controls including testing underlying transactions, as required by the Uniform Guidance, 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 your major federal awards programs. We will determine major programs in accordance with the Uniform Guidance. 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. We will inform you of any non-reportable conditions or other matters involving internal control, if any, as required by the Uniform Guidance.
As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will also perform tests of your compliance with applicable laws, regulations, contracts and grants. 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. However, the objective of DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -15-
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our audit of compliance relative to the financial statements will not be to provide an opinion on overall compliance with such provisions, and we will not express such an opinion. We will advise you, however, of any matters of that nature that come to our attention, unless they are clearly inconsequential.
The Uniform Guidance requires that we plan and perform the audit to obtain reasonable assurance about whether you have complied with certain provisions of laws, regulations, contracts and grants. Our procedures will consist of the applicable procedures described in the United States Office of Management and Budget (0MB) Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of your major programs. The purpose of our audit will be to express an opinion on your compliance with requirements applicable to major Federal award programs. Because an audit is designed to provide reasonable assurance, but not absolute assurance, the audit is not designed to detect immaterial violations or instances of noncompliance.
Our audit and work product are intended for the benefit and use of the Client only. The audit will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction and is not intended to benefit or influence any other party. Therefore, items of possible interest to a third party may not be specifically addressed or matters may exist that could be assessed differently by a third party.
The working papers for this engagement are the property of Crowe and constitute confidential information.
However, we may be requested to make certain working papers available to your oversight agency or grantors pursuant to authority given to them by law, regulation, or contract. If requested, access to such working papers will be provided under the supervision of our personnel. Furthermore, upon request, we may provide photocopies of selected working papers to your oversight agency or grantors. The working papers for this engagement will be retained for a minimum of three years after the date our report is issued or for any additional period requested by the oversight agency or passthrough entity. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party contesting the audit finding for guidance prior to destroying the working papers. Government Auditing Standards require that we provide you with a copy of our most recent peer review report, which accompanies this letter along with the related letter of comment and response thereto.
The Client's Responsibilities
The Client's management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America. Management is also responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error or fraud.
The Client's management is also responsible for complying with applicable laws, regulations, contracts and grants and such responsibility extends to identifying the DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -16-
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requirements and designing internal control policies and procedures to provide reasonable assurance that compliance is achieved. Additionally, as required by the Uniform Guidance, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings, which should be available for our review, and a corrective action plan.
Additionally, as required by the Uniform Guidance, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings, which should be available for our review, and a corrective action plan.
Management has the responsibility to adopt sound accounting policies, maintain an adequate and efficient accounting system, to safeguard assets, and to design and implement programs and controls to prevent and detect fraud. Management's judgments are typically based on its knowledge and experience about past and current events and its expected courses of action. Management's responsibility for financial reporting includes establishing a process to prepare the accounting estimates included in the financial
statements and to devise policies to ensure that the Client complies with applicable laws and regulations.
Management is responsible for providing to us, on a timely basis, all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, and other matters.
Management is also responsible for providing such other additional information we may request for the purpose of the audit, and unrestricted access to persons within the Client from whom we determine it necessary to obtain audit evidence. Additionally, those charged with governance are responsible for informing us of their views about the risks of fraud within the Client, and their knowledge of any fraud or suspected fraud affecting the Client.
Management is responsible for adjusting the financial statements to correct material misstatements related to accounts or disclosures. As part of our audit process, we will request from management written confirmation concerning representations made to us in connection with the audit, including that the effects of any uncorrected misstatements aggregated by us during the audit are immaterial, both individually and in the aggregate, to the financial statements, and to the Client's compliance with the requirements of its Federal programs. Management acknowledges the importance of management's representations and responses to our inquiries, and that they will be utilized as part of the evidential matter we will rely on in forming our opinion. Because of the importance of such information to our engagement, you agree to waive any claim against Crowe and its personnel for any liability and costs relating to or arising from any inaccuracy or incompleteness of information provided to us for purposes of this engagement.
Management is responsible for the preparation of the supplementary information identified above in accordance with the applicable criteria. As part of our audit process, we will request from management certain written representations regarding management's responsibilities in relation to the supplementary information presented, including but not limited to its fair presentation in accordance with the applicable criteria, the method of measurement and presentation and any significant assumptions or interpretations underlying the supplementary information. In addition, it is DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -17-
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management's responsibility to include the auditor's report on supplementary information in any document that contains the supplementary information and that indicates that we have reported on such supplementary information. It is also management's responsibility 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 Client of the supplementary information and the auditor's report thereon.
Management is responsible for the preparation of the required supplementary information identified above in accordance with the applicable guidelines. We will request from management certain written representations regarding management's responsibilities in relation to the required supplementary information presented, including but not limited to whether it has been measured and presented in accordance with prescribed guidelines, the method of measurement and presentation and any significant assumptions or interpretations underlying the supplementary information.
At the conclusion of the engagement, it is management's responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditor's reports, and corrective action plan) along with the Data Collection Form to the designated federal clearinghouse and, if appropriate, to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of thirty days after receipt of the auditor's reports or nine months after the end of the audit period.
OTHER SERVICES
Data Collection Form input services
We will provide assistance in completing sections of the Data Collection Form (DCF) relative to its federal award programs pursuant to the requirements of Section §200.512 of the Uniform Guidance that are promulgated to be completed by the Client. While we may provide this data entry service and assist you in satisfying your electronic data communication requirements to the Federal Audit Clearinghouse, the completeness and accuracy of this information remains the responsibility of your management.
With respect to the above other services, we will perform the services in accordance with applicable professional standards. We, in our sole professional judgment, reserve the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities. In connection with performing the above other services, you agree to: assume all management responsibilities including making all management decisions; oversee the service by designating an individual, preferably within senior management, who possesses suitable skill, knowledge, and/or experience; evaluate the adequacy and results of the services performed; and accept responsibility for the results of the services.
BOND OFFERINGS
With respect to any official statements issued by the Client with which Crowe is not DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -18-
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involved, the official statement should indicate that the auditor is not involved with the contents of such official statement. The disclosure should read as:
"Crowe, 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. Crowe also has not performed any procedures relating to this official statement."
FEES
Our fees are outlined below. Certain internal technology charges will be billed per hour of professional time or a flat fee. Internal technology charges reflect our estimate of the costs for technology and related support on this engagement. Our invoices are due and payable upon receipt. Invoices that are not paid within 30 days of receipt are subject to a monthly interest charge of one percent per month or the highest interest rate allowed by law, whichever is less, which we may elect to waive at our sole discretion, plus costs of collection including reasonable attorneys' fees. If any amounts invoiced remain unpaid 30 days after the invoice date, you agree that Crowe may, in its sole discretion, cease work until all such amounts are paid or terminate this engagement. Single Audit fees assume one major program annually. Additional major programs will be based on level of effort to complete.
Description of Services Fee Amount
Audit of City of Beverly Hills, California financial statements for the year ending June 30, 202X, including Single Audit if applicable; Applying Agreed- Upon Procedures for Appropriations Limit Calculation (GANN Report); Management Letter if applicable; Report on matter required by SAS114.
$_________
We will invoice you as our services are rendered.
The fees outlined above are based on certain assumptions. Those assumptions may be incorrect due to incomplete or inaccurate information provided, or circumstances may arise under which we must perform additional work, which in either case will require additional billings for our services. Examples of such circumstances include, but are not limited to:
• Changing service requirements
• New professional standards or regulatory requirements • New financial statement disclosures
• Work caused due to the identification of, and management's correction of, inappropriate application of accounting pronouncements
• Erroneous or incomplete accounting records
• Evidence of material weakness or significant deficiencies in internal controls • Substantial increases in the number of significant deficiencies in internal controls • Regulatory examination matters
• Change in your organizational structure or size due to merger and acquisition activity or other events • Change in your controls
• New or unusual transactions
• Agreed-upon level of preparation and assistance from your personnel not provided • Numerous revisions to your information
• Lack of availability of appropriate Client personnel during fieldwork DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -19-
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• Additional audit procedures relating to the impact of COVID-19 on Client or additional regulatory requirements relating thereto
Additionally, to accommodate requests to reschedule fieldwork without reasonable notice, additional billings for our services could be required, and our assigned staffing and ability to meet agreed upon deadlines could be impacted.
Due to such potential changes in circumstance, we reserve the right to revise our fees.
However, if such a change in circumstances arises or if some other significant change occurs that causes our fees to exceed our estimate, we will advise management.
Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs, imposed in respect of the Services, any work product or any license, all of which Client agrees to pay if applicable or if they become applicable (other than taxes imposed on Crowe's income generally), without deduction from any fees or expenses invoiced to Client by Crowe.
The Client and Crowe agree that the Client may periodically request Crowe to provide additional services for accounting and reporting advice regarding completed transactions and potential or proposed transactions. The fees for such additional services will be based on Crowe's hourly billing rates plus expenses or as mutually agreed upon between the Client and Crowe.
To facilitate Crowe's presence at Client's premises, Client will provide Crowe with internet access while on Client's premises. Crowe will access the internet using a secure virtual private network. Crowe will be responsible for all internet activity performed by its personnel while on Client's premises. In the event Client does not provide Crowe with internet access while on Client's premises, Client will reimburse Crowe for the cost of internet access through other means while on Client's site.
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CROWE ENGAGEMENT TERMS
THIRD PARTY PROVIDER – Crowe may use third-party providers or engage subcontractors in providing Services to Client or for internal, administrative, or regulatory compliance purposes. Third-party providers or subcontractors may include Crowe LLP subsidiaries, Crowe Global member firms, or other third-party providers or subcontractors, in each case within or outside of the United States (each, a “Crowe Subcontractor”). Client agrees Crowe may share Client confidential information with Crowe Subcontractors. If Crowe uses a Crowe Subcontractor, Crowe will be solely responsible for the provision of Services (including those provided by Crowe Subcontractors) and for the protection of Client’s confidential information.
The limitations on Client’s remedies vis-à-vis Crowe, in this Agreement will also apply to any Crowe Subcontractors. Client will bring any claim for a violation of the obligations in this Agreement only against Crowe, and Crowe Subcontractors will have no liability or obligations to Client arising out of this Agreement.
DATA PROTECTION – If Crowe holds or uses Client information that can be linked to specific individuals who are Client’s customers ("Personal Data"), Crowe will treat it as confidential and comply with applicable US state and federal law and professional regulations (including, for financial institution clients, the objectives of the Interagency Guidelines Establishing Information Security Standards) in disclosing or using such information to carry out the Services. The parties acknowledge and understand that while Crowe is a service provider as defined by the California Consumer Privacy Act of 2018 and processes Client information pursuant to this Agreement, Crowe retains its independence as required by applicable law and professional standards for purposes of providing attest services and other services. Crowe will not (1) sell Personal Data to a third party, or (2) retain, use or disclose Personal Data for any purpose other than for (a) performing the Services and its obligations on this Agreement, (b) as otherwise set forth in this Agreement, (c) to detect security incidents and protect against fraud or illegal activity, (d) to enhance and develop our products and services, including through machine learning and other similar methods and (e) as necessary to comply with applicable law or professional standards. Crowe has implemented and will maintain physical, electronic and procedural safeguards reasonably designed to (i) protect the security, confidentiality and integrity of the Personal Data, (ii) prevent unauthorized access to or use of the Personal Data, and (iii) provide proper disposal of the Personal Data (collectively, the “Safeguards”). Client represents (i) that it has the authority to provide the Personal Data to Crowe in connection with the Services, (ii) that Client has processed and provided the Personal Data to Crowe in accordance with applicable law, and (iii) will limit the Personal Data provided to Crowe to Personal Data necessary to perform the Services. To provide the Services, Client may also need to provide Crowe with access to Personal Data consisting of protected health information, financial account numbers, Social Security or other government-issued identification numbers, or other data that, if disclosed without authorization, would trigger notification requirements under applicable law ("Restricted Personal Data"). In the event Client provides Crowe access to Restricted Personal Data, Client will consult with Crowe on appropriate measures (consistent with legal requirements and professional standards applicable to Crowe) to protect the Restricted Personal Data, such as: deleting or masking unnecessary information before making it available to Crowe, using encryption when transferring it to Crowe, or providing it to Crowe only during on-site review on Client’s site. Client will provide Crowe with Restricted Personal Data only in accordance with mutually agreed protective measures. Otherwise, Client and Crowe agree each may use unencrypted electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement. Crowe will reasonably cooperate with Client in responding to or addressing any request from a consumer or data subject, a data privacy authority with jurisdiction, or the Client, as necessary to enable Client to comply with its obligations under applicable data protection laws and to the extent related to Personal Data. Client will reimburse DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 -21-
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Crowe for any out-of-pocket expenses and professional time (at Crowe’s then-current hourly rates) incurred in connection with providing such cooperation. Client will provide prompt written notice to Crowe (with sufficient detailed instructions) of any request or other act that is required to be performed by Crowe. As appropriate, Crowe will promptly delete or procure the deletion of the Personal Data, after the cessation of any Services involving the processing of Client’s Personal Data, or otherwise aggregate or de-identify the Personal Data in such a way as to reasonably prevent reidentification. Notwithstanding the forgoing, Crowe may retain a copy of the Personal Data as permitted by applicable law or professional standards, provided that such Personal Data remain subject to the terms of this Agreement. If Crowe uses a third-party provider, Crowe will include terms substantially similar to those set forth in this Data Protection Paragraph in an agreement with such provider.
GENERAL DATA PROTECTION REGULATION COMPLIANCE – If and to the extent that Client provides personal data to Crowe subject to the European Union General Data Protection Regulation (“GDPR”), then in addition to the requirements of the above Data Protection section, this section will apply to such personal data (“EU Personal Data”). The parties agree that for purposes of processing the EU Personal Data, (a) Client will be the “Data Controller” as defined by the GDPR, meaning the organization that determines the purposes and means of processing the EU Personal Data; (b) Crowe will be the “Data Processor” as defined by GDPR, meaning the organization that processes the EU Personal Data on behalf of and under the instructions of the Data Controller; or (c) the parties will be classified as otherwise designated by a supervisory authority with jurisdiction. Client and Crowe each agree to comply with the GDPR requirements applicable to its respective role. Crowe has implemented and will maintain technical and organizational security safeguards reasonably designed to protect the security, confidentiality and integrity of the EU Personal Data. Client represents it has secured all required rights and authority, including consents and notices, to provide such EU Personal Data to Crowe, including without limitation authority to transfer such EU Personal Data to the U.S. or other applicable Country or otherwise make the EU Personal Data available to Crowe, for the duration of and purpose of Crowe providing the Services. The types of EU Personal Data to be processed include name, contact information, title, and other EU Personal Data that is transferred to Crowe in connection with the Services. The EU Personal Data relates to the data subject categories of individuals connected to Client, Client customers, Client vendors, and Client affiliates or subsidiaries (“Data Subjects”). Crowe will process the EU Personal Data for the following purpose: (x) to provide the Services in accordance with this Agreement, (y) to comply with other documented reasonable instructions provided by Client, and (z) to comply with applicable law. In the event of a Crowe breach incident in connection with EU Personal Data in the custody or control of Crowe, Crowe will promptly notify Client upon knowledge that a breach incident has occurred. Client has instructed Crowe not to contact any Data Subjects directly, unless required by applicable law. In the event that a supervisory authority with jurisdiction makes the determination that Crowe is a data controller, Client will reasonably cooperate with Crowe to enable Crowe to comply with its obligations under GDPR.
DATA USAGE AND AGGREGATIONS - Client hereby acknowledges and agrees that Crowe may, in its discretion, use any Client information or data provided to Crowe to improve Crowe services and Materials, including without limitation developing new Crowe services and software or other products. Client also agrees that Crowe may, in its discretion, aggregate Client content and data with content and data from other clients, other sources, or third parties (“Data Aggregations”) for purposes including, without limitation, product and service development, commercialization, industry benchmarking, or quality improvement initiatives.
Prior to, and as a precondition for, disclosing Data Aggregations to other Crowe customers or prospects, Crowe will anonymize any Client data or information in a manner sufficient to prevent such other customer or prospect from identifying Client or individuals who are Client customers. All Data Aggregations will be the sole and exclusive property of Crowe.
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NON-SOLICITATION – Each party acknowledges that it has invested substantially in recruiting, training and developing the personnel who render services with respect to the material aspects of the engagement (“Key Personnel”). The parties acknowledge that Key Personnel have knowledge of trade secrets or confidential information of their employers that may be of substantial benefit to the other party. The parties acknowledge that each business would be materially harmed if the other party was able to directly employ Key Personnel.
Therefore, the parties agree that during the period of this Agreement and for one (1) year after its expiration or termination, neither party will solicit Key Personnel of the other party for employment or hire the Key Personnel of the other party without that party’s written consent unless hiring or engaging party pays to the other party a fee equal to the hired or engaged Key Personnel’s compensation for the prior twelve-month period with the other party.
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DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 25 CroweLLP
Independent Member Crowe Global
650 Town Center Drive, Suite 740, Costa Mesa, CA 92626-7192 Tel 714-668-1234
Fax 714-668-1235
www.crowe.com
DATE
To the Honorable Mayor and City Council City of Beverly Hills, California 455 North Rexford Drive
Beverly Hills, California 90210
Dear Mayor and City Council:
This letter confirms the arrangements for Crowe LLP ("Crowe" or "us" or "we" or "our") to apply agreed- upon procedures, as discussed in Appendix A, solely to assist you with respect to the Appropriations Limit Worksheet ("Worksheet") of the City of Beverly Hills, California ("you", "your" or "Client") as of June 30, 202X. The Client is responsible for preparation of the Worksheet. The agreement for auditing services dated [INSERT DATE] between the Client and Crowe (the "Agreement"), is an integral part of this letter and its terms are incorporated therein.
Crowe will apply agreed upon procedures as described in Appendix A for Client pursuant to compliance with Section 1.5 of Article XIIIB of the California Constitution during the year ending June 30, 202X from information you provide. Client is responsible for the compliance with Section 1.5 of Article XIIIB of the California Constitution.
PROFESSIONAL SERVICES
Our Responsibilities
The agreed-upon procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants.
We have no obligation to perform any procedures beyond those agreed to by you and have been acknowledged to be appropriate for your purposes. If we were to perform additional procedures, other matters might come to our attention that would be reported to you. It is understood that we will prepare a report reflecting our findings of the procedures for use by you. We make no representations as to the adequacy of these procedures for your purpose.
If you decide that additional procedures are needed, we will discuss those with you. It is customary for us to document such revisions by an addendum to this letter. If you wish to DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 26 add specified users of the report, we will require that you provide, at the conclusion of the engagement, written representation that you have obtained the specified users' agreement to the procedures and acknowledgement that the procedures performed are appropriate for their purposes.
The agreed-upon procedures do not contemplate obtaining the understanding of internal control or assessing control risk, tests of accounting records and responses to inquiries by obtaining corroborating evidential matter, and certain other procedures ordinarily performed during an examination. Thus, this engagement does not provide assurance that we will become aware of significant matters that would be disclosed in an examination. Client agrees not to rely on our engagement to disclose errors, fraud or illegal acts that may exist. However, we will inform you of any significant errors that may come to our attention. Our engagement will not enable us to address legal or regulatory matters or abuses of management discretion, which matters should be discussed by you with your legal counsel. You are also responsible for the accuracy and completeness of the information provided to Crowe for purposes of this engagement and for timely updating such information. Because of the importance of such information to our engagement, you agree to waive any claim against Crowe and its personnel for any liability and costs relating to or arising from any inaccuracy or incompleteness of information provided to us for purposes of this engagement.
Our procedures and work product are intended for the benefit and use of you. This engagement will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction and is not intended to benefit or influence any other party. Therefore, items of possible interest to a third party may not be specifically addressed or matters may exist that could be assessed differently by a third party. The working papers for this engagement are the property of Crowe and constitute confidential information.
If, for any reason, we are unable to complete the agreed-upon procedures, we will not issue a report as a result of this engagement.
Client's Responsibilities
The agreed upon procedures are listed in Appendix A. You agree to the procedures included in Attachment A and acknowledge that the procedures are appropriate for the intended purpose of the engagement.
You agree to provide a written representation letter at the conclusion of the engagement.
Because of the importance of the written representations to this engagement, you agree to release Crowe and its personnel from any liability and costs relating to our services under this letter attributable to any misrepresentations by you, the engaging party.
The Client is responsible for providing to us, on a timely basis, all information of which you are aware that is relevant to this agreed-upon procedures engagement. The Client is also responsible for providing such other additional information we may request for the purpose of this engagement, and unrestricted access to persons within the Client from whom we determine it necessary to perform the agreed-upon procedures.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 27 Other Matters
Our report is expected to be restricted to your use.
Although the actual language of our report may change as a result of our procedures, we presently expect our independent accountant's report on the agreed-upon procedures to read as follows:
We have performed the attached procedures, related to the Client's compliance with Section 1.5 of Article XIIIB of the California Constitution during the period ended June 30, 202X. Management is responsible for its compliance with those requirements.
Client has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose. We make no representation regarding the appropriateness of the procedures either for the purpose for which this report has been requested or for any other purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. An agreed-upon procedures engagement involves performing specific procedures and reporting on findings based on the procedures performed.
The procedures and the associated findings will be inserted.
We were engaged by the Client to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on compliance with Section 1.5 of Article XIIIB of the California Constitution. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
We are required to be independent of and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
This report is intended solely for the information and use of the Client and is not intended to be, and should not be, used by anyone other than these specified parties.
FEES
Fees for the engagement and related terms are included in the Agreement. We will invoice you for our services within the contract terms on a periodic basis as services are rendered.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 28 MISCELLANEOUS
For purposes of this Miscellaneous section,, "Client" will mean the entity(ies) defined in the first paragraph of this letter and will also include all related parents, subsidiaries, and affiliates of Client who may receive or claim reliance upon any Crowe deliverable.
The agreements of the parties contained in this Agreement will survive the completion or termination of this Agreement.
As a regulated professional services firm, Crowe must follow professional standards when applicable, including the Code of Professional Conduct of the American Institute of Certified Public Accountants
{"AICPA"). Thus, if circumstances arise that, in Crowe's professional judgment, prevent it from completing the engagement, Crowe retains the right to take any course of action permitted by professional standards, including declining to express an opinion or issue other work product or terminating the engagement.
Any information, advice, recommendations or other content of any memoranda, reports, deliverables, work product, presentations, or other communications Crowe provides under this Agreement ("Reports"), other than Client's original information, are for Client's internal use only, consistent with the purpose of the Services. Client will not rely on any draft Report. Unless required by an audit or other attestation professional standard, Crowe will not be required to update any final Report for circumstances of which we become aware or events occurring after delivery.
Crowe may use ideas, concepts, methodologies, data, software, designs, utilities, tools, models, techniques, systems, Reports, or other know-how that it develops, owns or licenses ("Materials") in performing the Services. Crowe retains all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in providing the Services, but not in the Client information reflected in them. Upon payment for Services and subject to the other terms of this Agreement, Client will use Reports, as well as any Materials therein, only to the extent necessary and permitted under this Agreement.
Crowe may periodically communicate to Client changes in laws, rules or regulations.
However, Client has not engaged Crowe, and Crowe does not undertake an obligation, to advise Client of changes in (a) laws, rules, regulations, industry or market conditions, or (b) Client's own business practices or other circumstances (except to the extent required by professional standards). The scope of Services and the fees for Services are based on current laws and regulations. If changes in laws or regulations change Client's requirements or the scope of the Services, Crowe's fees will be modified to a mutually agreed amount to reflect the changed level of Crowe's effort.
Crowe will apply agreed-upon procedures, as discussed below, in connection with the Appropriations Limit Calculation Worksheet ("Worksheet") of Client. These procedures were suggested by the League of California Cities and presented in their Article XIIIB Appropriations Limitation Uniform Guidelines and are intended to assist you in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 29 The procedures performed and our findings are as follows:
1. We will obtain the Worksheet provided by the City and determine that the 202X-202X Limit and annual adjustment factors were adopted by Resolution of the Honorable Mayor and City Council by observing resolution to City Council meeting minutes. We will also determine whether the population and inflation options were selected by a recorded vote of the Honorable Mayor and City Council by observing resolution to City Council meeting minutes.
2. We will recompute the 202X-202X Appropriations Limit by multiplying the 202X-202X Appropriations Limit by the adjustment factors.
3. For the Worksheet, we will agree the Per Capita Income, County and City Population Factors to California State Department of Finance Worksheet.
Crowe ("the Firm") and certain owners of the Firm are licensed by the California State Board of Accountancy. However, the Firm has owners not licensed by the California State Board of Accountancy who may provide Services under this agreement. If Client has any questions regarding licensure of the personnel performing Services under this engagement, please do not hesitate to contact Crowe.
II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.
B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.
C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall do and maintain a daily recording of the following:
1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).
2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 30 (c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others.
vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility.
vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubical,
3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.
4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.
D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:
1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public.
**Please review Los Angeles County Department of Public Health guidelines for social distancing.
2. CONSULTANT employees are not working while sick.
3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.
4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.
E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.
These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not. CITY encourages and supports the choice to be vaccinated but is not requiring that employees, contractors, consultants, and vendors get vaccinated or provide proof of vaccination.
CONSULTANT shall be required to know and adhere to Los Angeles County Public DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 31 Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.
For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.
For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.
II. COVID-19 VACCINATION AND RECORD KEEPING REQUIREMENTS CONSULTANT shall execute the attached “ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING REQUIREMENTS AGAINST THE COVID-19 VIRUS”,
Attachment 1 to this Exhibit.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 32 ATTACHMENT 1 TO EXHIBIT A
ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING
REQUIREMENTS AGAINST THE COVID-19 VIRUS
I, THE UNDERSIGNED, HEREBY ATTEST THAT I AM AN AUTHORIZED REPRESENTATIVE OF CONSULTANT.
I hereby acknowledge and agree to comply with any federal, state and/or local laws, regulations and orders including the CITY’s requirement that CONSULTANT and its employees, personnel, agents, subconsultants, volunteers, and subcontractors, or any other individuals under the control of the CONSULTANT, who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees”) shall be either fully vaccinated against the COVID-19 virus as defined in this Attachment or be administered weekly COVID19 tests (PCR or antigen) as required in this Attachment.. Covered Employees shall include those with and without CITY badge access. Fully vaccinated shall be defined as two (2) weeks after the second dose of the Pfizer-BioNTech or Moderna COVID-19 vaccine is administered to the Covered Employee or two weeks after the single dose of the Johnson and Johnson Janssen COVID-19 vaccine is administered to the Covered Employee, or as further defined by the Center for Disease Control and Prevention (“CDC”), State of California, County of Los Angeles, or City of Beverly Hills. Each Covered Employee shall provide proof (vaccine card, image of vaccine card showing vaccination status) to CONSULTANT that such Covered Employee is fully vaccinated as defined in this Attachment or, the Covered Employee shall provide proof of a negative COVID-19 test (PCR or antigen) to CONSULTANT as further described in this Attachment no later than January 17, 2022.
I, the undersigned hereby attest that only vaccinated individuals, or individuals with weekly negative COVID-19 tests (PCR or antigen), will be assigned to work at CITY worksites and/or facilities under the Agreement. Covered Employees may be required to show proof of their vaccination status or a weekly negative COVID-19 test (PCR or antigen) to a CITY representative prior to performing work under the Agreement or at any time while performing work under the Agreement. CONSULTANT shall be responsible for ensuring that all of its assigned Covered Employees are fully vaccinated, or, have a negative COVID-19 test (PCR or antigen) prior to performing work under the Agreement. CONSULTANT shall maintain a log, certified by CONSULTANT, of vaccinated and tested Covered Employees for the term of the Agreement and shall provide such log to CITY upon request at any time.
I understand and acknowledge that CITY may, at a future time, determine that it cannot accommodate unvaccinated Covered Employees, and that it may not permit certain or all unvaccinated Covered Employees to perform work under the Agreement.
Failure to comply with these requirements shall be a default under the Agreement.
CONSULTANT is responsible for all costs associated with compliance with this Attachment.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 33 I ALSO ACKNOWLEDGE THAT THESE REQUIREMENTS MAY CHANGE FROM TIME TO
TIME PURSUANT TO FUTURE FEDERAL, CALIFORNIA AND LOS ANGELES COUNTY
REQUIREMENTS AND AGREE TO COMPLY WITH ALL APPLICABLE STATUTES,
REGULATIONS, ORDERS, ORDINANCES AND POLICIES RELATING TO MITIGATING THE TRANSMISSION OF COVID-19.
I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE THAT THE FOREGOING IS TRUE AND CORRECT UNDER PENALTY OF PERJURY.
CROWE LLP
By:
Name: KATHERINE V. LAI
Title: Partner
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 34 EXHIBIT B
SCHEDULE OF PAYMENT AND RATES
(a) CITY shall compensate CONSULTANT for the satisfactory performance of the work described in Exhibit A in an amount not to exceed Four Hundred Seventy Eight Thousand Dollars ($478,000) over the term of the Agreement, as detailed in this Exhibit B.
Fiscal Year Audit 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 (optional)
2027-28
(optional)
Not to Exceed
Amount
$65,000 $65,000 $65,000 $67,000 $69,000 $72,000 $75,000 Fee Assumptions
NO ADDITIONAL CHARGE: Routine telephone calls are considered part of the basic services.
NO ADDITIONAL CHARGE: for access to CONSULTANT thought leadership ecommunications, webinars and literature. NO ADDITIONAL CHARGE: for use of CONSULTANT secure information-sharing tool (Crowe Secure Exchange) to gather and track audit requests or for additional data analytics tools that CONSULTANT incorporates into audits. CONSULTANT shall not charge CITY additional fees that have not been agreed to by all parties in writing in advance.
If a question results in significant research or additional work or if CONSULTANT is requested to perform a consulting project, such effort is billed separately.
CONSULTANT shall provide CITY with an estimate of fees for such services and obtain CITY written approval before proceeding.
Fees include professional time for work associated with fieldwork, on-site and offsite performance and documentation of procedures, preparation of written drafts and final reports, and presentation of results at finance and management committee meetings.
Fee estimate assumes a risk-based approach to frequency and scope based on experience with similar organizations. If CONSULTANT needs to assess most areas of the organization without rotating scope each year, then CONSULTANT will likely need to re-evaluate planned scope and related pricing. CONSULTANT anticipates providing work papers for examiner/other third-party review at least annually.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 35 Significant changes in organizational status, operations, or processes not directly associated with asset growth could have a material impact on required engagement coverage. Balance sheet growth is expected, but material change, such as new lines of business, is not anticipated.
No significant changes in regulatory or client expectations or actions are expected. Should significant change occur, CONSULTANT shall assess the impact on services and fees. All fee adjustments shall require written approval by all parties in advance.
Single Audit fees assume one major program annually additional major program will be billed based on level of effort to complete and discounted rates as disclosed in the table below.
CONSULTANT shall provide an estimate for any additional services requested by management.
RATES FOR EACH STAFF BY CLASSIFICATION
LEVEL RATE
Partner $320
Manager $245
Senior $160
Staff $125
(b) Fees for Additional Services
CONSULTANT understands that if it should become necessary for CITY to request any additional services to either supplement the services in this Agreement or to perform additional work as a result of the specific recommendations included in any report issued on this engagement, then such additional work will be performed only if set forth in an addendum to the Agreement between CITY and CONSULTANT. Further, CONSULTANT understands that any such additional work agreed to between CITY and CONSULTANT shall be performed at the same rates set forth in Exhibit B, Schedule of Payment and Rates.
(c) Payment
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due.
Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 36 EXHIBIT C
CERTIFICATE OF INSURANCE
DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 37 DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 38 DocuSign Envelope ID: 3418971D-35EA-45DF-85E1-30FC6C1DDA60 Certificate Of Completion
Envelope Id: 3418971D35EA45DF85E130FC6C1DDA60 Status: Sent Subject: Please DocuSign: CLEAN Crowe LLP.pdf
Source Envelope:
Document Pages: 38 Signatures: 7 Envelope Originator:
Certificate Pages: 3 Initials: 0 Sivan Levin
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
3/2/2022 7:47:47 AM
Holder: Sivan Levin
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Katherine V. Lai
[email protected]
Partner
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address: 159.246.20.2
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Signed: 3/2/2022 8:36:03 AM
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Deborah Hakman for
[email protected]
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Signed using mobile
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Signed: 3/2/2022 1:15:48 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Jeff Muir
[email protected]
Director of Finance
City of Beverly Hills
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Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
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Sent: 3/3/2022 2:29:14 PM
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George Chavez
[email protected]
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Robert Wunderlich
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Huma Ahmed
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Jill M. Doohen
[email protected]
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Sent: 3/2/2022 8:36:07 AM
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Shani Parker
[email protected]
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Sent: 3/2/2022 8:36:08 AM
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Jackie Perez
[email protected]
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Lourdes Sy-Rodriguez
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