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HomeMy WebLinkAboutR-2021-027 Approving Engagement Letter with RSM US LLP for External Auditing Services RESOLUTION NO. R-2021-027 A RESOLUTION APPROVING AN ENGAGEMENT LETTER WITH RSM US LLP FOR EXTERNAL AUDITING SERVICES BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Riverside Board of Aldermen hereby approves the engagement letter with RSM US LLP for external auditing services, a copy of which is attached hereto, and further authorizes the Mayor to sign the letter on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, the Finance Director and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,the=day of )/)� �,�_ , 2021. f Mayor Kathleen L. Rose lei ATTEST: Robin Kincaid, City Clerk RSM February 24, 2021 RSM US LLP 4622 Pennsylvania Ave Board of Aldermen Suite 1100 Kansas City: MO 64112 City of Riverside, Missouri City Hall T+1 816 753 3000 2950 N.W. Vivion Road F+1 816 751 1890 Riverside, MO 64150 www.rsmus.com Attention: Brian Koral, City Administrator Nate Blum, Finance Director The Objective and Scope of the Audit of the Financial Statements You have requested that we audit the City of Riverside, Missouri's(the City) governmental activities, each major fund and aggregate remaining fund information as of and for the year ending June 30, 2021, which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Our audit will be conducted with the objective of our expressing an opinion on the financial statements. We will also report on whether certain supplemental information (combining nonmajor fund financial statements) is fairly stated in all material respects in relation to the financial statements as a whole. The accounting principles generally accepted in the United States of America and Governmental Accounting Standards Board require that the management's discussion and analysis and certain pension and other postemployment benefit information be presented to supplement the basic financial statements. We will apply certain limited procedures to this required supplementary information but will not express an opinion or provide any assurance on this information. The accompanying information and statistical sections of the Comprehensive Annual Financial Report(CAFR) are presented for the purpose of additional analysis and is not a required part of the basic financial statements. Accordingly, we will not express an opinion on this supplemental information The Responsibilities of the Auditor We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); and Government Auditing Standards issued by the Comptroller General of the United States (GAS). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 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. Because of the 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 GAAS. Also, an audit is not designed to detect errors or fraud that are immaterial to the financial statements. The determination of waste or abuse is subjective; therefore, GAS does not expect us to provide reasonable assurance of detecting waste or abuse. THE POWER OF BEING UNDERSTOOD AUDIT I TAX!CONSULTING RSM US LLP is the U.S.member frm of RSM lnte ationak a gloUal net work of independent audit.tax.andconsJtirgrrms.Visit rsmus.co /aboutus fora nfomation regarding RSM US LLP and RSM fnternational. City of Riverside, Missouri February 24, 2021 Page 2 In making our risk assessments, we consider internal control relevant to the City's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. We will also communicate to the Board of Aldermen (a) any fraud involving senior management and fraud (whether caused by senior management or other employees)that causes a material misstatement of the financial statements that becomes known to us during the audit, and (b) any instances of noncompliance with laws and regulations that we become aware of during the audit(unless they are clearly inconsequential). The funds that you have told us are maintained by the City and that are to be included as part of our audit are significantly similar to those listed in the City's June 30, 2020 basic financial statements. Any additional funds or deleted funds will be communicated by you upon commence of fieldwork. The blended component units whose financial statements you have told us are to be included as part of the City's basic financial statements are the Tax Increment Financing Commission and the Riverside Industrial Authority. You have communicated the City's federal grant expenditures for the fiscal year ending June 30, 2021 are below$750,000, and therefore a single audit will not be required. Our report on internal control will include any significant deficiencies and material weaknesses in controls of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control consistent with requirements of the standards and regulations identified above. Our report on compliance matters will address material errors, fraud, waste or abuse, violations of compliance obligations, and other responsibilities imposed by state and federal statutes and regulations or assumed by contracts; and any state or federal grant, entitlement or loan program questioned costs of which we become aware, consistent with requirements of the standards and regulations identified above. The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Our audit will be conducted on the basis that management and, when appropriate, those charged with governance acknowledge and understand that they have responsibility: 1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; 2. To evaluate subsequent events through the date the financial statements are issued or available to be issued, and to disclose the date through which subsequent events were evaluated in the financial statements. Management also agrees that it will not conclude on subsequent events earlier than the date of the management representation letter referred to below; 3. For the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; 4. For establishing and maintaining effective internal control over financial reporting, and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; City of Riverside, Missouri February 24, 2021 Page 3 5. For report distribution, and 6. To provide us with: a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation and other matters, b. Additional information that we may request from management for the purpose of the audit, and c. Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence. As part of our audit process, we will request from management and, when appropriate, those charged with governance written confirmation concerning representations made to us in connection with the audit, including among other items: 1. That management has fulfilled its responsibilities as set out in the terms of this letter, and 2. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Management is responsible for identifying and ensuring that the City complies with the laws and regulations applicable to its activities, and for informing us about all known material violations of such laws or regulations. In addition, management is responsible for the design and implementation of programs and controls to prevent and detect fraud, waste or abuse, and for informing us about all known or suspected fraud, waste or abuse affecting the entity involving management, employees who have significant roles in internal control, and others where the fraud, waste or abuse could have a material effect on the financial statements or compliance. Management is also responsible for informing us of its knowledge of any allegations of fraud, waste or abuse, or suspected fraud, waste or abuse. affecting the entity received in communications from employees, former employees, analysts, regulators or others. Management is responsible for the preparation of the required supplementary information (RSI) and supplementary information presented in relation to the financial statements as a whole in accordance with accounting principles generally accepted in the United States of America and the Governmental Accounting Standards Board. Management agrees to include the auditor's report on the RSI and supplementary information in any document that contains the supplementary information and indicates that the auditor has reported on such RSI and supplementary information. Management also agrees to present the supplementary information with the audited financial statements or, if the supplementary information will not be presented with 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 of the supplementary information and the auditor's report thereon. The Board of Aldermen is responsible for informing us of its views about the risks of fraud. waste or abuse within the entity, and its knowledge of any fraud, waste or abuse or suspected fraud, waste or abuse affecting the City. City of Riverside, Missouri February 24, 2021 Page 4 The City agrees that it will not associate us with any public or private securities offering without first obtaining our consent. Therefore, the City agrees to contact us before it includes our reports, or otherwise makes reference to us, in any public or private securities offering. Our association with an official statement is a matter for which separate arrangements may be necessary. The City agrees to provide us with printer's proofs or masters of such offering documents for our review and approval before printing, and with a copy of the final reproduced material for our approval before it is distributed. In the event our auditor/client relationship has been terminated when the City seeks such consent, we will be under no obligation to grant such consent or approval. Records and Assistance If circumstances arise relating to the condition of the City's records, the availability of appropriate audit evidence or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting or misappropriation of assets which, in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. During the course of our engagement, we may accumulate records containing data that should be reflected in the City's books and records. The City will determine that all such data, if necessary, will be so reflected. Accordingly, the City will not expect us to maintain copies of such records in our possession. The assistance to be supplied by City personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with Nate Blum, Finance Director. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Other Relevant Information RSM US LLP may mention the City's name and provide a general description of the engagement in RSM US LLP's client lists and marketing materials. From time to time and depending upon the circumstances, we may use third-party service providers to assist us in providing professional services to you. In such circumstances, it may be necessary for us to disclose confidential client information to them. We enter into confidentiality agreements with all third- party service providers and we are satisfied that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In accordance with GAS, a copy of our most recent peer review report is enclosed for your information. If any term or provision of this Arrangement Letter is determined to be invalid or unenforceable, such term or provision will be deemed stricken and all other terms and provisions will remain in full force and effect. Parties' Understandings Concerning Situation Around COVID-19 RSM and the City acknowledge that, at the time of the execution of this Arrangement Letter, federal, state and local governments, both domestic and foreign, have restricted travel and/or the movement of their citizens due to the ongoing and evolving situation around COVID-19. In addition, like many organizations and companies in the United States and around the globe, RSM has restricted its employees from travel and onsite work, whether at a client facility or RSM facility, to protect the health of both RSM's and its clients' employees. Accordingly, to the extent that any of the services described in this Arrangement Letter requires or relies on RSM or City personnel to travel and/or perform work onsite, either at the City's or RSM's facilities, including, but not limited to, maintaining business operations and/or IT infrastructure, RSM and the City acknowledge and agree that the performance of such work may be delayed, significantly or indefinitely, and thus certain services described herein may need to be rescheduled and/or suspended at either RSM's or the City's sole discretion. City of Riverside, Missouri February 24, 2021 Page 5 RSM and the City agree to provide the other with prompt written notice (email will be sufficient) in the event any of the services described herein will need to be rescheduled and/or suspended. RSM and the City also acknowledge and agree that any delays or workarounds due to the situation surrounding COVID-19 may increase the cost of the services described herein. RSM will obtain the City's prior written approval (email will be sufficient) for any increase in the cost of RSM services that may result from the situation surrounding COVID-19 Fees, Costs and Access to Workpapers Our fees for the services described above are based upon the value of the services performed and the time required by the individuals assigned to the engagement, including direct expenses, including report processing, travel, meals, and fees for services from other professionals. Our fee for the services described in this letter will be $29,925, as well as a charge of 5 percent of fees for all other expenses, including indirect administrative expenses such as technology, research and library databases, communications, photocopying, postage and clerical assistance. Our fee estimate and completion of our work are based upon the following criteria: 1. Anticipated cooperation from City personnel 2. Timely responses to our inquiries 3. Timely completion and delivery of client assistance requests 4. Timely communication of all significant accounting and financial reporting matters 5. The assumption that unexpected circumstances will not be encountered during the engagement 6. No additional funds will be presented as major by management for public interest purposes If any of the aforementioned criteria are not met, then fees may increase. Interim billings will be submitted as work progresses and as expenses are incurred. Billings are due upon submission. Our professional standards require that we perform certain additional procedures, on current and previous years' engagements, whenever a partner or professional employee leaves the firm and is subsequently employed by or associated with a client in a key position. Accordingly, the City agrees it will compensate RSM US LLP for any additional costs incurred as a result of the City's employment of a partner or professional employee of RSM US LLP. The audit documentation for this engagement is the property of RSM US LLP and constitutes confidential information. Review of audit documentation by a successor auditor or as part of due diligence will be agreed to, accounted for and billed separately. In the event we are requested or authorized by the City or are required by government regulation, subpoena or other legal process to produce our documents or our personnel as witnesses with respect to our engagement for the City, the City will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. City of Riverside, Missouri February 24, 2021 Page 6 The documentation for this engagement is the property of RSM US LLP. However, you acknowledge and grant your assent that representatives of the cognizant or oversight agency or their designee, other government audit staffs, and the U.S. Government Accountability Office shall have access to the audit documentation upon their request and that we shall maintain the audit documentation for a period of at least three years after the date of the report, or for a longer period if we are requested to do so by the cognizant or oversight agency. Access to requested documentation will be provided under the supervision of RSM US LLP audit personnel and at a location designated by our firm. You have informed us that you intend to prepare a comprehensive annual financial report (CAFR) and submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for Excellence in Financial Reporting Program. Our association with the CAFR is to consist of technical review for compliance with the program requirements. Termination Your failure to make full payment of any and all undisputed amounts invoiced in a timely manner constitutes a material breach for which we may refuse to provide deliverables and/or, upon written notice, suspend or terminate our services under this Arrangement Letter. We will not be liable to you for any resulting loss, damage or expense connected with the suspension or termination of our services due to your failure to make full payment of undisputed amounts invoiced in a timely manner. In the event you terminate this engagement, you will pay us for all services rendered (including deliverables and products delivered), expenses incurred, and noncancelable commitments made by us on your behalf through the effective date of termination. We will not be responsible for any delay or failure in our performance resulting from acts beyond our reasonable control or unforeseen or unexpected circumstances, such as, but not limited to, acts of God, government or war, riots or strikes, disasters, fires, floods, epidemics, pandemics or outbreaks of communicable disease, cyberattacks, and internet or other system or network outages. At your option, you may terminate this Arrangement Letter where our services are delayed more than 120 days; however, you are not excused from paying us for all amounts owed for services rendered and deliverables provided prior to the termination of this Arrangement Letter. When an engagement has been suspended at the request of management or those charged with governance and work on that engagement has not recommenced within 120 days of the request to suspend our work, we may, at our sole discretion, terminate this Arrangement Letter without further obligation to you. Resumption of our work following termination may be subject to our client acceptance procedures and, if resumed, will require additional procedures not contemplated in this Arrangement Letter. Accordingly, the scope, timing and fee arrangement discussed in this Arrangement Letter will no longer apply. In order for us to recommence work, the execution of a new Arrangement Letter will be required. We may terminate this Arrangement Letter upon written notice if: (i) we determine that our continued performance would result in a violation of law, regulatory requirements, applicable professional or ethical standards, or our client acceptance or retention standards. Indemnification and Claim Resolution Because RSM US LLP will rely on the City and its management and Board of Aldermen to discharge the foregoing responsibilities, the City holds harmless and releases RSM US LLP and its partners and employees from all claims, liabilities, losses and costs arising in circumstances where there has been a knowing misrepresentation by a member of the City's management that has caused, in any respect, RSM US LLP's breach of contract or negligence. City of Riverside, Missouri February 24, 2021 Page 7 The City and RSM US LLP agree that no claim arising out of services rendered pursuant to this Arrangement Letter shall be filed more than the earlier of two years after the date of the audit report issued by RSM US LLP or the date of this Arrangement Letter if no report has been issued. In no event shall either party be liable to the other for claims of punitive, consequential, special, or indirect damages. RSM US LLP's liability for all claims, damages and costs of the City arising from this engagement is limited to the amount of fees paid by the City to RSM US LLP for the services rendered under this Arrangement Letter. These provisions shall survive the termination of this arrangement for services. Information Security—Miscellaneous Terms RSM US LLP is committed to the safe and confidential treatment of the City's proprietary information. RSM US LLP is required to maintain the confidential treatment of client information in accordance with relevant industry professional standards which govern the provision of services described herein. The City agrees that it will not provide RSM US LLP with any unencrypted electronic confidential or proprietary information, and the parties agree to utilize commercially reasonable measures to maintain the confidentiality of the City's information, including the use of collaborate sites to ensure the safe transfer of data between the parties. Reporting We will issue a written report upon completion of our audit of the City's financial statements. Our report will be addressed to the Honorable Mayor and Members of the Board of Aldermen of the City. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement. In addition to our report on the City's financial statements, we will also issue the following types of reports: 1. Report on internal control related to the financial statements. This report will describe the scope of testing of internal control and the results of our tests of internal control, and 2. Report on compliance with laws, regulations, and the provisions of contracts or grant agreements. We will report on any noncompliance that could have a material effect on the financial statements. This letter constitutes the complete and exclusive statement of agreement between RSM US LLP and the City, superseding all proposals, oral or written, and all other communications with respect to the terms of the engagement between the parties. Electronic Signatures and Counterparts Each party hereto agrees that any electronic signature of a party to this agreement or any electronic signature to a document contemplated hereby (including any representation letter) is intended to authenticate such writing and shall be as valid, and have the same force and effect, as a manual signature. Any such electronically signed document shall be deemed (i) to be "written'' or"in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Each party hereto also agrees that electronic delivery of a signature to any such document (via email or otherwise) shall be as effective as manual delivery of a manual signature. For purposes hereof, "electronic signature" includes, but is not limited to, (i) a scanned copy (as a 'pdf' (portable document format) or other replicating image) of a manual ink signature, (ii) an electronic copy of a traditional signature affixed to a document, (iii) a signature incorporated into a document utilizing touchscreen capabilities or(iv) a digital signature. City of Riverside, Missouri February 24, 2021 Page 8 This agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. Paper copies or "printouts," of such documents if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. Please sign and return a copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the financial statements, including our respective responsibilities. RSM US LLP f .9 Kristen Hughes, Senior Manager Confirmed on behalf of the City of Riverside Missouri: -��\ — - , 1 � tnra trar Date -5 - 1,� Z ( Nate Blum, Finance Director Date BKO910 E St.Louis Street,Suite 2001 P.O.Box 11901 Springfield,MO 65801-1190 CPAs 8 Advisors 417.865.8701 1 Fax 412865-0682 1 bkd.com Report on the Firm's System of Quality Control To the Partners of RSM US LLP and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of RSM US LLP(the firm)applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30,2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants(Standards). A summary of the nature,objectives,scope,limitations ot;and the procedures performed in a System Review as described in the Standards may be found at www aicoa.or-totsumman•. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards,if any,are evaluated by a peer reviewer to determine a peer review rating. Firm's Responsibility The firm is responsible for designing a system of quality control and complying with it to provide the finn with reasonable assurance of performing and reporting in conformity with apptlicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards,when appropriate,and for remediating wealmesses in its system of quality control,if any. Peer Reviewer's Responsibility Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. Required Selections and Considerations Engagements selected for review included engagements performed under Govenunent Auditing Standards, including compliance audits under the Single Audit Act;audits of employee benefit plans,audits performed under FDICIA,audits of broker-dealers arid examinations of service organizations[SOC I and SOC 2 engagements]. As a part of our peer review,we considered reviews by regulatory entities as communicated by the firm,if applicable,in determining the nature and extent of our procedures. Opinion In our opinion,the system of quality control for the accounting and auditing practice of RSM US LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30, 2019,has been suitably designed and complied with to provide the farm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass,pass with deficiency(ies)o fail. RSM US LLP has received a peer review rating of pass. BKD,LLP ��Ftp December 5,2019 Prax&".