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HomeMy WebLinkAbout#05 - Auditing Services DATE: December 20, 2022 CONSENT TO: Mayor and City Council FROM: Kristina Handt, City Administrator AGENDA ITEM: Approve Selection of Audit Firm BACKGROUND: Last summer our current auditing firm, Redpath, notified us they would not be able to provide services next year due to a staffing shortage. Council authorized the issuance of a Request for Proposals from auditing firms at the October 18th meeting. Proposals were due on November 10th. We received proposals from two firms: Abdo and Schlenner Wenner & Co. ISSUE BEFORE COUNCIL: Should the Council approve the selection of Schlenner Wenner as the city’s auditing firm for fiscal years 2022-2026? PROPOSAL DETAILS/ANALYSIS: The proposals were reviewed by the City Administrator and Ehlers Financial Consultant and we are recommending the Council select Schlenner Wenner & Co to provide auditing services for the next 5 years. They have made a five year offer to provide services at a cost less than the other firm. The arrangement letter has been reviewed by staff and city consultants. A copy is included in your packet along with the proposal. FISCAL IMPACT: The proposed fee schedule is included in the proposal. These are not to exceed amounts but the actual costs will be adjusted each year based upon inflation. The 2023 budget provides funding to cover the proposed 2023 rates. OPTIONS: 1) Approve the arrangement letter with Schlenner Wenner for auditing services for fiscal years 2022-2026. 2) Do not approve the arrangement letter with Schlenner Wenner for auditing services for fiscal years 2022-2026 RECOMMENDATION: If removed from consent agenda: “Motion to approve the arrangement letter with Schlenner Wenner for auditing services for fiscal years 2022-2026.” ATTACHMENTS: • December 8, 2022 Arrangement Letter • Schlenner Wenner Proposal An Independently Owned Member, RSM US Alliance RSM US Alliance member firms are separate and independent businesses and legal entities that are responsible for their own acts and omissions, and each are separate and independent from RSM US LLP. RSM US LLP is the U.S. member firm of RSM International, a global network of independent audit, tax, and consulting firms. Members of RSM US Alliance have access to RSM International resources through RSM US LLP but are not member firms of RSM International. www.schlennerwenner.cpa December 8, 2022 Members of Governance City of Lake Elmo, MN Attention: City Council The Objective and Scope of the Audit of the Financial Statements You have requested that we audit the City of Lake Elmo’s (the City) governmental activities, business-type activities, each major fund, aggregate remaining fund information, and certain supplementary information as of and for the years ending December 31, 2022, 2023, 2024, 2025, and 2026 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 (“Arrangement Letter”). The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS) and Government Auditing Standards issued by the Comptroller General of the United States (GAS) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of controls. When required, you have also requested that we perform the audit of the City of Lake Elmo as of December 31, 2022, 2023, 2024, 2025, and 2026 to satisfy the audit requirements imposed by the Single Audit Act and Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (the Uniform Guidance). The Responsibilities of the Auditor We will conduct our audit in accordance with GAAS, GAS, the Uniform Guidance (when required), and the U.S. Office of Management and Budget’s (OMB) Compliance Supplement (when required). Those standards, regulations, or supplements require that we comply with applicable ethical requirements. As part of an audit in accordance with GAAS, GAS, and the Uniform Guidance (if required), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, based on an understanding of the entity and its environment, the applicable financial reporting framework, and the entity’s system of internal control, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  Consider the entity’s system of internal control in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.  Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and GAS. Because the determination of waste or abuse is subjective, GAS does not require auditors to perform specific procedures to detect waste or abuse in financial statement audits. We will also communicate to the Members of Governance (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). In the event of a Single Audit, we are responsible for the compliance audit of major programs under the Uniform Guidance, including the determination of major programs, the consideration of internal control over compliance, and reporting responsibilities. Our report(s) on internal control over financial reporting and over compliance for major programs will include any significant deficiencies and material weaknesses in internal control over financial reporting and over compliance for major programs of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control over financial reporting and over compliance for major programs consistent with requirements of the standards and regulations identified above. Our report(s) on compliance matters will address material errors, fraud, 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. We will maintain our independence in accordance with the standards of the American Institute of Certified Public Accountants and GAS. The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Management is responsible for: 1. Identifying and ensuring that the City complies with the laws and regulations applicable to its activities, and for informing us about all known violations of such laws or regulations, other than those that are clearly inconsequential; 2. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the City involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements; and 3. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the City received in communications from employees, former employees, analysts, regulators, short sellers, vendors, customers or others. Management is responsible for the preparation of the required supplementary information (“RSI”) which accounting principles generally accepted in the United States of America (“U.S. GAAP”) require to be presented to supplement the basic financial statements. Management is also responsible for the preparation of the supplementary information in accordance with U.S. GAAP. Management agrees to include the auditor’s report on the supplementary information in any document that contains the supplementary information and indicates that the auditor has reported on such 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 Members of Governance are responsible for informing us of its views about the risks of fraud, waste or abuse within the City, and its knowledge of any fraud, waste or abuse or suspected fraud, waste or abuse affecting the City. 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 report distribution; and 5. 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 including information relevant to disclosures; b. Draft financial statements, including information relevant to their preparation and fair presentation, when needed, to allow for the completion of the audit in accordance with the proposed timeline; c. Additional information that we may request from management for the purpose of the audit; and d. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit evidence. The City’s Introductory Section and Statistical Section as contained in the Annual Report will be issued in conjunction with the issuance of the Annual Comprehensive Financial Report. These documents will be provided to Schlenner Wenner & Co. prior to the issuance of the documents and prior to the issuance of the auditor’s report. 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 Arrangement 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. Because the audit will be performed in accordance with the Single Audit Act and the Uniform Guidance (when required), management is responsible for (a) identifying all federal awards received and expended; (b) preparing and the fair presentation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in accordance with Uniform Guidance requirements; (c) internal control over compliance; (d) compliance with federal statutes, regulations, and the terms and conditions of federal awards; (e) making us aware of significant vendor relationships where the vendor is responsible for program compliance; (f) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan; (g) timely and accurate completion of the data collection form and (h) submitting the reporting package and data collection form. Reporting We will issue a written report upon completion of our audit of the City of Lake Elmo’s financial statements. Our report will be addressed to the Members of Governance of the City of Lake Elmo. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion or add an emphasis-of-matter paragraph or other-matter paragraph to our auditor’s report. 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, but not limited to, declining to express an opinion or issue a report, or withdrawing from the engagement. In addition to our report on the City of Lake Elmo’s financial statements, we will also issue the following reports: 1. A report on the fairness of the presentation of the City of Lake Elmo’s schedule of expenditures of federal awards for the years ending December 31, 2022, 2023, 2024, 2025, and 2026 (when required); 2. Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with GAS; 3. Report on Compliance for Each Major Federal Program and Report on Internal Control Over Compliance Required by the Uniform Guidance (when required); and 4. An accompanying schedule of findings and questioned costs (if required). In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Records and Assistance 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 Wayne Oberg, 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.  Non-audit Services In connection with our audit, you have requested us to perform certain non-audit services: 1. Preparation of the Financial Section of the City’s Annual Comprehensive Financial Report, and related GASB 34 conversion entries. This includes the preparation of entries related to GASB 68 (Pensions) and GASB 75 (OPEB), as well as the corresponding workpapers and required supplementary schedules. 2. Preparation and submission of the Annual Reporting Form for the Office of the State Auditor, as well as the annual publication of the local newspaper (if requested; billed separately). 3. Maintenance of the City’s capital asset depreciation records (if requested; billed separately). 4. Review of lease agreements and preparation of GASB 87 (Leases) workpapers and related journal entries (if requested; billed separately). GAS independence standards require that the auditor maintain independence so that opinions, findings, conclusions, judgments and recommendations will be impartial and viewed as impartial by reasonable and informed third parties. Before we agree to provide a non-audit service to the City of Lake Elmo, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non-audit services provided. A critical component of our determination is consideration of management’s ability to effectively oversee the non-audit services to be performed. The City of Lake Elmo has agreed that Wayne Oberg, Finance Director, possesses suitable skill, knowledge or experience and that the individual understands the non-audit services to be performed sufficiently to oversee them. Accordingly, the management of the City of Lake Elmo agrees to the following: 1. The City of Lake Elmo has designated Wayne Oberg, Finance Director, as a senior member of management who possesses suitable skill, knowledge, and experience to oversee the services; 2. Wayne Oberg, Finance Director, will assume all management responsibilities for subject matter and scope of the non-audit services described above; 3. The City of Lake Elmo will evaluate the adequacy and results of the services performed; and 4. The City of Lake Elmo accepts responsibility for the results and ultimate use of the services. GAS further requires that we establish an understanding with the City of Lake Elmo’s management and those charged with governance of the objectives of the non-audit services, the services to be performed, the City’s acceptance of its responsibilities, the auditor’s responsibilities and any limitations of the non-audit services. We believe this letter documents that understanding. Parties’ Understandings Concerning Situation Around COVID-19 To the extent any of the services described herein require a party to visit (“Visiting Party”) the other party’s facilities (“Host Party”) in person, the Visiting Party agrees to comply with the Host Party’s rules and regulations regarding COVID-19 safety protocols while on the Host Party’s premises, provided the Visiting Party is made aware of such rules and regulations. Further, in the event any of the services described herein need to be suspended and/or rescheduled by a party due to the ongoing situation surrounding COVID-19, the party requesting the suspension or rescheduling of the services will provide the other party with prompt written notice of the foregoing. To the extent such suspension and/or rescheduling of the services impacts either the cost of the services or the ability of either party to meet any deadlines or timeframes set forth herein, or both, the parties will document this in a written agreement mutually agreed upon and executed by both parties. Other Relevant Information In accordance with GAS, a copy of our most recent peer review report has been provided to you for your information. Fees and Costs 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, plus direct expenses. Our fee estimates 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 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. We will submit our bill for these services promptly upon rendering the report. Billings are due upon submission. Precluding any fees resulting from matters discussed above, audit fees will not exceed the following: For Year Ending December 31, Audit Fee (ACFR included) Single Audit (If Required)* Total** 2022 $32,900 $3,000 $35,900 2023 $36,190 $3,300 $39,490 2024 $39,800 $3,630 $43,430 2025 $43,780 $3,990 $47,770 2026 $48,160 $4,390 $52,550 * The proposed Single Audit fees above are under the assumption that only one Federal Program will require testing each year. Should additional Federal programs require testing, an additional fee of $3,000 - $5,000 per program is anticipated. ** Annual increases noted above are projected at a maximum rate. Actual increases will be based on the inflation rate as of December of the preceding year, if such rate renders an increase less than noted above for that year. Such rates will be obtained from the U.S. Bureau of Labor Statistics website (https://www.bls.gov/data/inflation_calculator.htm). You have informed us that you intend to prepare an annual comprehensive financial report (“Annual Report”) and submit it for evaluation by the Government Finance Officers Association’s Certificate of Achievement for Excellence in Financial Reporting. Our association with the Annual Report is to consist of preparing the Financial Section of the Annual Report. Information contained within the Introductory Section and Statistical Section of the Annual Report is to be prepared and provided by the City, for inclusion in the Annual Report. Use of Third-Party Products We may provide services to you using certain third-party hardware, software, software services, managed services (including, but not limited to, web hosting, data security, data back-up, email security, or similar services subject to direct end-user or subscription agreements), applications, and equipment (collectively, “Third-Party Products”). You acknowledge that your or our use of a Third-Party Product may involve the processing, input, disclosure, movement, transfer, and storage of information provided by you to us, including Personal Information and Confidential Information, within the Third-Party Product’s infrastructure and not ours, and that the terms of use and service set forth in the end-user license, subscription, or other agreement with the licensor of such Third-Party Product, including, but not limited to, applicable laws, will govern all obligations of such licensor relating to data privacy, storage, recovery, security, and processing within such Third-Party Product’s infrastructure, as well as, the service levels associated with such Third-Party Product. You hereby consent to the disclosure of your information, including your Confidential Information and Personal Information, to the licensors of such Third-Party Products for the purpose described herein. You acknowledge that your or our use of Third-Party Products may be subject to limitations, delays, interruptions, errors, and other problems which are beyond our control, including, without limitation, internet outage or lack of availability related to updates, upgrades, patches, fixes, maintenance, or other issues. We will not be liable for any delays, delivery failures, or other losses or damages resulting from such issues. Nor will we be held responsible or liable for any loss, or unauthorized use or disclosure, of any information or data provided by you, including, without limitation, Personal Information provided by you, resulting from your or our use of a Third-Party Product. Use and Ownership; Access to Audit Documentation The Audit Documentation for this engagement is the property of Schlenner Wenner & Co. For the purposes of this Arrangement Letter, the term “Audit Documentation” shall mean the confidential and proprietary records of Schlenner Wenner & Co.’s audit procedures performed, relevant audit evidence obtained, other audit-related workpapers, and conclusions reached. Audit Documentation shall not include custom-developed documents, data, reports, analyses, recommendations, and deliverables authored or prepared by Schlenner Wenner & Co. for the City under this Arrangement Letter, or any documents belonging to the City or furnished to Schlenner Wenner & Co. by the City. Review of Audit Documentation by a successor auditor or as part of due diligence is subject to applicable Schlenner Wenner & Co. policies, and will be agreed to, accounted for and billed separately. Any such access to our Audit Documentation is subject to a successor auditor signing an Access & Release Letter substantially in Schlenner Wenner & Co.’s form. Schlenner Wenner & Co. reserves the right to decline a successor auditor’s request to review our workpapers. In the event we 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 of Lake Elmo, the City of Lake Elmo 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. 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 six 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 the requested documentation will be provided under the supervision of Schlenner Wenner & Co. audit personnel and at a location designated by our firm. Data provided, produced, or obtained under this engagement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. We agree that we will immediately report to the City any requests from third parties for information relating to this Agreement. We agree to promptly respond to inquiries from the City concerning data requests. Indemnification, Limitation of Liability, and Claim Resolution Because Schlenner Wenner & Co. will rely on the City of Lake Elmo and its management and Members of Governance to discharge the foregoing responsibilities, the City of Lake Elmo agrees to indemnify, hold harmless and release Schlenner Wenner & Co. and its partners, principals, officers, directors, employees, affiliates, subsidiaries, contractors, subcontractors, agents, representatives, successors, or assigns from all claims, liabilities, losses and costs arising in circumstances where there has been a knowing misrepresentation by a member of the City of Lake Elmo’s management. We, on behalf of ourselves and our subcontractors, shall indemnify, defend, and hold harmless the City and its officials, employees, contractors and agents from claims, losses, liabilities, and expenses (including reasonable attorneys’ fees and expenses of litigation) caused by any negligent act or omission by us in the performance of the services pursuant to this engagement. The City of Lake Elmo and Schlenner Wenner & Co. agree that no claim arising out, from, or relating to the services rendered pursuant to this arrangement letter shall be filed more than six years after the date of the audit report issued by Schlenner Wenner & Co. or the date of this arrangement letter if no report has been issued. In no event shall Schlenner Wenner & Co. or the City of Lake Elmo, or any of their respective partners, principals, officers, directors, employees, affiliates, subsidiaries, contractors, subcontractors, agents, representatives, successors, or assigns (collectively, the “covered parties” and each individually, a “covered party”) be liable for the interruption or loss of business, any lost profits, savings, revenue, goodwill, software, hardware, or data, or the loss of use thereof (regardless of whether such losses are deemed direct damages), or incidental, indirect, punitive, consequential, special, exemplary, or similar such damages, even if advised of the possibility of such damages. To the fullest extent permitted by law, the total aggregate liability of the covered parties arising out of, from, or relating to this arrangement letter, or the report issued or services provided hereunder, regardless of the circumstances or nature or type of claim, including, without limitation, claims arising from a covered party’s negligence or breach of contract or warranty, or relating to or arising from a government, regulatory or enforcement action, investigation, proceeding, or fine, will not exceed the total amount of the fees paid by the City of Lake Elmo to Schlenner Wenner & Co. under this arrangement letter. Notwithstanding the foregoing, nothing in this limitation of liability provision shall, or shall be interpreted or construed to, relieve the City of Lake Elmo of its payment obligations to Schlenner Wenner & Co. under this arrangement letter. Confidentiality Schlenner Wenner & Co. and the City of Lake Elmo may, from time to time, disclose Confidential Information (as defined below) to one another. Accordingly, Schlenner Wenner & Co. and the City of Lake Elmo agree as the recipient of such Confidential Information (the “Receiving Party”) to keep strictly confidential all Confidential Information provided to it by the disclosing party (the “Disclosing Party”) and use, modify, store, and copy such Confidential Information only as necessary to perform its obligations and exercise its rights under this arrangement letter and for no other purpose or use. Except as otherwise set forth herein, the Receiving Party may only disclose the Confidential Information of the Disclosing Party to its personnel, agents, and representatives who are subject to obligations of confidentiality at least as restrictive as those set forth herein and only for the purpose of exercising its rights and fulfilling its obligations hereunder. To avoid any doubt, Schlenner Wenner & Co. is permitted to disclose the City of Lake Elmo’s Confidential Information to Schlenner Wenner & Co.’s personnel, agents, and representatives for the purpose of maintaining compliance with applicable laws and professional, regulatory, and/or ethical standards. As used herein, “Confidential Information” means, information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of: (i) any nonpublic information provided by the Disclosing Party, including, but not limited to, all of its inventions, designs, data, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins and/or similar information; (ii) any information that the Disclosing Party identifies as confidential; or (iii) any information that, by its very nature, a person in the same or similar circumstances would understand should be treated as confidential, including, but not limited to, this Arrangement Letter. As used herein, the term “Confidential Information” will not include information that: (i) is publicly available at the time of disclosure by the Disclosing Party; (ii) becomes publicly available by publication or otherwise after disclosure by the Disclosing Party, other than by breach of the confidentiality obligations set forth herein by the Receiving Party; (iii) was lawfully in the Receiving Party’s possession, without restriction as to confidentiality or use, at the time of disclosure by the Disclosing Party; (iv) is provided to the Receiving Party without restriction as to confidentiality or use by a third party without violation of any obligation to the Disclosing Party; or (v) is independently developed by employees or agents of the Receiving Party who did not access or use the Confidential Information. The Receiving Party will treat the Disclosing Party’s Confidential Information with the same degree of care as the Receiving Party treats its own confidential and proprietary information, but in no event will such standard of care be less than a reasonable standard of care. The Receiving Party will promptly notify the Disclosing Party if it becomes aware that any of the Confidential Information of the Disclosing Party has been used or disclosed in violation of this Arrangement Letter. Notwithstanding the foregoing, in the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information of the Disclosing Party, or as may be required by applicable regulations or professional standards, the Receiving Party will use commercially reasonable efforts to provide the Disclosing Party with notice prior to disclosure, to the extent permitted by law. Preexisting Nondisclosure Agreements In the event that the parties have executed a separate nondisclosure agreement and such agreement does not automatically terminate or expire upon execution of this Arrangement Letter, such agreement shall be terminated as of the effective date of this Arrangement Letter. Data Protection Compliance Schlenner Wenner & Co. and the City of Lake Elmo acknowledge and agree that they may correspond or convey information and documentation, including Confidential Information and Personal Information, via various forms of electronic transmission, including, but not limited to, Third-Party Products, such as, email, FTP and cloud-based sharing and hosting applications (e.g., portals, data analytics tools, and helpdesk and support ticketing applications), and that neither party has control over the performance, operation, reliability, availability, or security of these electronic transmissions methods. Therefore, neither party will be liable for any loss, damage, expense, harm, disclosure or inconvenience resulting from the loss, delay, interception, corruption, unauthorized disclosure, or alteration of any electronic transmission where the party has used commercially reasonable efforts to protect such information. We offer our clients various platforms for the exchange of information. You hereby agree that you shall be bound by and comply with any and all user terms and conditions made available (whether by link, click- through, or otherwise) with respect to such platforms. Personal Information As used herein, the term “Personal Information” means any personal information that directly or indirectly identifies a natural person as may be defined by applicable privacy, data protection or cybersecurity laws, and includes, but is not limited to, nonpublic, personally identifiable information such as Social Security numbers, Social Insurance numbers, driver’s license numbers or state- or province-issued identification card numbers, credit or debit card numbers with or without any required security code, number or passwords, health information, and other personal information as defined by applicable laws, whether of the City or the City’s customers or other third parties. Each party agrees to transmit Personal Information consistent with applicable laws and any other obligations the respective party may have. In the event you transmit to us Personal Information in an unencrypted format or via unencrypted means, you agree that we have no obligation to notify you of the foregoing. You represent and warrant that you have provided all notices and obtained all consents required under applicable data protection laws prior to your collection, use and disclosure to us of such Personal Information and shall take reasonable steps to ensure that such Personal Information does not include irrelevant or unnecessary information about individuals. We are permitted to use all such Personal Information to perform our obligations and exercise our rights under this Arrangement Letter. The parties agree that as part of the performance of the services as described in this Arrangement Letter, and as part of the direct business relationship between the parties, we may use the Personal Information to improve and develop services and for other similar internal and business purposes. We agree to maintain appropriate security measures to protect such Personal Information in accordance with applicable laws. If we become aware of an unauthorized acquisition or use of City-provided Personal Information, we will promptly inform you of such unauthorized acquisition or use as required by applicable laws and, upon your written request, reasonably cooperate with you at your sole cost in support of any breach notification requirements as imposed upon you by applicable laws. Retention of Records We will return to you all original records you provide to us in connection with this engagement. Further, in addition to providing you with those deliverables set forth in this Arrangement Letter, we will provide to you a copy of any records we prepare or accumulate in connection with such deliverables which are not otherwise reflected in your books and records without which your books and records would be incomplete. You have the sole responsibility for retaining and maintaining in your possession or custody all of your financial and nonfinancial records related to this engagement. We will not host, and will not accept responsibility to host, any of your records. We, however, may maintain a copy of any records of yours necessary for us to comply with applicable law and/or professional standards. Any such records retained by us will be subject to the confidentiality obligations set forth herein and destroyed in accordance with our record retention policies. 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. You may terminate this engagement at any time by providing us with 60 days written notice. 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. 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 if 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. Should we wish to terminate this engagement for any of these reasons, we will provide the City with 60 days written notice so that the City may have an opportunity to cure the default. Should we terminate the engagement under these circumstances, we will not be liable to you for any resulting loss, damage, or expense connected with the suspension or termination of our service. The parties agree that those provisions of this Arrangement Letter which, by their context, are intended to survive, including, but not limited to, payment, limitations on liability, claim resolution, use and ownership, and confidentiality obligations, shall survive the termination of this Arrangement Letter. Miscellaneous We may mention your name and provide a general description of the engagement in our client lists and marketing materials. Notwithstanding anything stated to the contrary in this Arrangement Letter, the City acknowledges and consents that we also may utilize Confidential Information and Personal Information that you have provided to us in connection with this engagement to develop, enhance, modify and improve technologies, tools, methodologies, services and offerings and/or for development or performance of data analysis, business analytics or insights, or other insight generation. Information developed in connection with these purposes may be used or disclosed to you or current or prospective clients to provide them services or offerings. We will not use or disclose such Confidential Information or Personal Information in a way that would permit the City or an individual to be identified by third parties without your prior written consent. The City of Lake Elmo agrees that it will not associate us with any public or private securities offering without first obtaining our consent. Therefore, the City of Lake Elmo 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 of Lake Elmo 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. If, based on our review, we identify no material inconsistencies with our audit, or other misstatements of fact, we will promptly communicate in writing to the City that we do not object to the inclusion of our report in the offering documents. 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. 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, you agree to compensate us for any additional costs incurred as a result of your employment of one of our partners, principals or employees. We agree to maintain, at our expense, statutory workers’ compensation insurance coverage. We also agree to maintain, at our expense, general commercial liability insurance coverage insuring ourselves against claims for bodily injury, death, or property damage arising out of our general business activities (including automobile use). The general commercial liability insurance policy shall provide coverage for each occurrence in the minimum amount of $1,500,000. We also agree to maintain professional liability insurance in the minimum amount of $1,500,000. Upon request of the City, we will provide the City with certificates of insurance, showing evidence of the required coverage and listing the City as an additional insured with respect to the general commercial liability insurance policy. All services provided pursuant to this Agreement shall be provided by us as an independent contractor and not as an employee of the City for any purpose. Any and all of our officers, employees, subcontractors, and agents, or any other person engaged by us in the performance of the services pursuant to this engagement, shall not be considered employees of the City. Any and all actions which arise as a consequence of any act or omission on the part of us, our employees, subcontractors, or agents, or other persons engaged by us in the performance of services pursuant to this engagement, shall not be the obligation or responsibility of the City. We shall not be entitled to any of the rights, privileges, or benefits of the City’s employees, except as otherwise stated in this engagement. Notices Unless otherwise expressly agreed upon by the parties in this Arrangement Letter, all notices required to be given hereunder will be in writing and addressed to the party at the business address provided in this Arrangement Letter, or such other address as such party may indicate by a notice delivered to the other party. A copy of any legal notice (e.g., any claimed breach or termination of this Arrangement Letter) sent by the City to Schlenner Wenner & Co. shall also be sent to the following address: Schlenner Wenner & Co., 630 Roosevelt Rd. Ste. 201, P.O. Box 1496, St. Cloud, MN 56302. Except as otherwise expressly provided in this Arrangement Letter, notices hereunder will be deemed given and effective: (i) if personally delivered, upon delivery; (ii) if sent by registered or certified mail or by overnight courier service with tracking capabilities, upon receipt; and, (iii) if sent by electronic mail (without indication of delivery failure), at such time as the party that sent the notice receives confirmation of receipt, whether by read-receipt confirmation or otherwise. Governing Law This Arrangement Letter, including, without limitation, its validity, interpretation, construction, and enforceability, and any dispute, litigation, suit, action, claim, or other legal proceeding arising out of, from, or relating in any way to this Arrangement Letter, any provisions herein, a report issued or the services provided hereunder, will be governed and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles, and applicable U.S. federal law. Entire Agreement This Arrangement Letter constitutes the complete and exclusive statement of agreement between Schlenner Wenner & Co. and the City of Lake Elmo, and supersedes all prior agreements, understandings, and proposals, whether oral or written, relating to the subject matter of this Arrangement Letter. 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. This Arrangement Letter may be amended or modified only by a written instrument executed by both parties. Electronic Signatures and Counterparts Each party hereto agrees that any electronic signature of a party to this Agreement Letter 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 (a) to be "written" or "in writing," (b) to have been signed and (c) 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, (a) a scanned copy (as a "pdf" (portable document format) or other replicating image) of a manual ink signature, (b) an electronic copy of a traditional signature affixed to a document, (c) a signature incorporated into a document utilizing touchscreen capabilities or (d) a digital signature. This Arrangement Letter 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 Arrangement Letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the financial statements, including our respective responsibilities. Acknowledgement and Acceptance Each party acknowledges that it has read and agrees to all of the terms and conditions contained herein. Each party and its signatory below represents that said signatory is a duly authorized representative of such party and has the requisite power and authority to bind such party to the undertakings and obligations contained herein. AGREED TO AND ACKNOWLEDGED BY: SCHLENNER WENNER & CO Ryan J. Schmidt, CPA Partner Confirmed on behalf of the City of Lake Elmo: ____________________________________________________ ___________________________ Signature Date ____________________________________________________ Name/Title (Printed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overnment Auditing Standards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pass, pass with deficiency(ies) RUfail. 6FKOHQQHU:HQQHU &RKDVUHFHLYHGDSHHUUHYLHZUDWLQJRIpass. 2OVHQ7KLHOHQ &R/WG 2675 Long Lake Road | Roseville, Minnesota | 55113-1117 | 651-483-4521 | 651-483-2467 FAX 300 Prairie Center Drive, Suite 300 | Eden Prairie, Minnesota | 55344-7908 | 952-941-9242 | 952-941-0577 FAX otcpas.com 6FKOHQQHU:HQQHU &RKDVUHFHLYHGD PROPOSAL To Provide Financial Audit Services to: City of Lake Elmo 630 Roosevelt Road, Suite 201 P.O. Box 1496 St. Cloud, MN 56301 (320) 251-0286 | schlennerwenner.cpa PREPARED FOR: Kristina Handt, Administrator 3800 Laverne Ave. N. Lake Elmo, MN 55042 (651) 747-3905 PREPARED BY: Ryan Schmidt, CPA rschmidt@schlennerwenner.cpa Office: (320) 251-0286 | Direct: (320) 258-0871 November 4, 2022 Table of Contents Transmittal Letter 2 Who We Are 3 Our Values 4 Our Dierence 5 Our Services 5 Required Firm Information 6 Firm Qualications 7 GFOA Certicate of Achievement 7 Team Qualications 8 Our Service Team 8 Ryan Schmidt, CPA 9 Jon Archer, CPA 10 Ashley Meagher, CPA 11 Prior Experience and Client References 12 Audit Approach 13 Engagement Segmentation 15 Level of Sta & Hours Assigned by Segment 16 Identication of Anticipated Potential Audit Problems 16 Engagement Schedule 16 Estimated Fees 17 Executive Summary 18 Appendix A - Proposer Guarantees and Warranties 19 Appendix B - Dollar Cost Proposal 20 Appendix C - Peer Review Letter 21 Working with people, not just numb3rs. Financial Audit Services Proposal | 1 Transmittal Letter Kristina Handt Administrator 3800 Laverne Ave. N. Lake Elmo, MN 55042 We are pleased to submit this proposal to provide audit services for the City of Lake Elmo (the City) for the years ended December 31, 2022 through 2026. It is our understanding that the audit is to be conducted in accordance with generally accepted auditing standards as set forth by the American Institute of Certied Public Accountants, Government Auditing Standards established by the General Accounting Oce (GAO), the legal provisions of the Minnesota Legal Compliance Audit Guide, and potentially the audit requirements of Title 2 U.S. CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) (when required). This proposal is a commitment to perform the work within the time period outlined in your City’s request for proposal, and is an irrevocable oer for the ve year period. Schlenner Wenner & Co. provides a comprehensive range of auditing, accounting, outsourcing, consulting, and management services to governmental entities throughout Minnesota. Through the use of a team dedicated entirely to governmental and not-for-prot services, we are well qualied to serve your City. Additionally, our rm specializes in auditing cities that approximate the size and structure of Lake Elmo, which means we would consider your City to be an ideal client to whom we would prioritize our resources. At Schlenner Wenner & Co., we pride ourselves in providing quality and timely professional services. Our rm maintains a close relationship with our clients allowing us to keep abreast of our client’s issues and questions. We pride ourselves in maintaining contact with our clients throughout the year. This relationship assists in a smooth and ecient reporting process. Thank you for the opportunity to submit this proposal. Please feel free to contact us should you have any questions about our rm or the services we provide. Also, please visit our website at www.schlennerwenner.cpa . We look forward to serving you. Very truly yours, Ryan Schmidt, CPA Partner Financial Audit Services Proposal | 2 Who We Are Schlenner Wenner & Co. began as a sole-proprietorship in 1964, and has since grown to be a regional accounting rm with a reputation of maintaining lasting relationships while providing quality work and innovative solutions. Through planned, steady growth, we have expanded to a sta of over sixty professionals, over 35 of whom are certied public accountants. Throughout this growth, we have worked diligently to develop and maintain a reputation as one of the most responsive, service-based CPA rms in the area. Our main oce is located at 630 Roosevelt Road, Suite 201, St. Cloud, Minnesota. In addition, we maintain oces in Albany, Little Falls, Monticello, and Maple Lake, Minnesota. 14 Partners 60+ Professionals 35+ CPAs “Working with people, not just numb3rs” is not just our “tagline,” it’s our way of thinking. We strive to provide all of our clients with timely service of the highest quality. Each client has one partner who is personally responsible for their professional needs. This policy helps to ensure that an open line of communication is maintained between our clients and our rm. Financial Audit Services Proposal | 3 Our Values ETHICAL We do the right thing. CLIENT MOTIVATED We establish and maintain trusted relationships with our clients. COMMUNITY-MINDED We actively participate in improving our communities. FAMILY ORIENTED We support the well-being of our employees and their families. Our employees are our most important resource. DYNAMIC WORKPLACE We embrace change and innovation. We continuously learn and evolve. Financial Audit Services Proposal | 4 Our Difference At Schlenner Wenner & Co., we strongly believe that exceptional quality starts with our rm’s culture. We only hire top-quality people, develop them fully, evaluate them regularly, and encourage continued education and specialization. We strive to develop each employee’s professional abilities to the maximum. What this means to you is that your City will be served by the best accountants and advisors available. Three things set us apart in the marketplace: Our Culture We strive to make our government audit engagements an enjoyable experience for everyone involved and create a positive atmosphere during the audit. Of course a lot of time and eort is involved with preparing for an audit, but this does not mean the audit has to be a stressful and worrisome aair. We strongly believe in developing working relationships with our clients, keeping open and responsive lines of communication, and providing the assistance and education necessary as we work through the audit process together. Specialization Our industry team, down to the newest sta member, is dedicated entirely to providing services to governmental entities, as well as servicing various non-prot organizations. This helps us bring value to the Cities we audit, and eliminates much of the “learning curve” you may encounter when dealing with sta at other rms. We Listen At Schlenner Wenner & Co., we take the time to listen to our clients and learn not only their current operations, but also what their future aspirations are and what needs to happen for them to achieve their goals. This allows us to provide meaningful advice throughout the year instead of just issuing the typical controls-focused audit management letter. Our Services Schlenner Wenner & Co. provides a full range of services to governmental entities. AUDITING MANAGEMENT CONSULTING ACCOUNTING WEALTH MANAGEMENT OUTSOURCING PAYROLL SERVICES Financial Audit Services Proposal | 5 Required Firm Information Independence Schlenner Wenner & Co. is independent of the City of Lake Elmo, including all of its agencies and component units, as dened by auditing standards generally accepted in the United States of America and the U.S. General Accounting Oces’ Governmental Auditing Standards. Further, our rm has not had any past professional relationships with the City of Lake Elmo or any of its agencies or component units in the past ve years. We agree to notify you of any such relationships that arise during the engagement period. License to Practice Both Schlenner Wenner & Co. and its professional sta are licensed to practice public accounting in the State of Minnesota. In addition, our rm and many of our professional sta are licensed to practice public accounting in multiple other states throughout the United States. Results of Desk Reviews & Disciplinary Action Neither our rm, nor any of its partners, has been the subject of any federal or state desk reviews of its audits for the past three years. Further, such have not been subject to any disciplinary action, pending or outstanding, with any state regulatory bodies or professional organizations for the past three years. Use of Consultants or Sub-Vendors Schlenner Wenner & Co. generally does not utilize the assistance of consultants or sub-vendors in its audit practice. Further, the rm does not anticipate the use of such in its audit of the City of Lake Elmo. We understand that no subcontracting will be allowed without the express prior written consent of the City. Financial Audit Services Proposal | 6 Firm Qualifications Schlenner Wenner & Co. is a growing progressive rm that prides itself on providing clients with personalized, quality, and timely service. We are able to provide this service through investing time and resources in the following: ● RSM US Alliance ● American Institute of Certied Public Accountants (AICPA) ● Minnesota Society of Certied Public Accountants ● AICPA’s Government Audit Quality Center ● AICPA’s Employee Benets Audit Quality Center ● Private Companies Practice Section of the American Institute of Certied Public Accountants ● Various Business Organizations ● Continuing Professional Education Seminars ● In-House Training ● Current Professional and Business Publications ● Certied Fraud Training ● Vast Library of Professional Publication and Reference Materials As a member of the Private Companies Practice Section of The American Institute of Certied Public Accountants, our rm undergoes a voluntary peer review every three years. This process involves an examination of our policies, procedures, and practices by specially trained independent certied public accountants to ensure that our policies, procedures, and practices are maintained at the highest quality. A copy of our most recent pass peer review letter is included in Appendix C for your review. This peer review included a review of specic city engagements. All professional sta at Schlenner Wenner & Co. are required to obtain a minimum of forty hours of continuing education annually. This standard of continuing education strengthens our technical skills and assists us in keeping abreast of the changes in our profession. In addition, many of our partners and sta receive additional, specialized education in several areas including: government auditing, business valuation, estate planning, fraud examination, litigation support, and peer review services. All governmental audit sta are required to obtain twenty-four hours of governmental related continuing education every two-year period. These courses cover topics such as: government accounting principles, budgeting, procurement and contracting, legislative policies and procedures, relevant laws and regulations, single audit act, and government auditing standards. GFOA Certificate of Achievement The partners, managers, and supervisory sta of our governmental services team are active members of the Government Finance Ocers Association (GFOA) and have strong familiarity with the Certificate of Achievement for Excellence in Financial Reporting Program (CAFR Program). However, we currently do not have any clients that have elected to include in their nancial statements the statistical information associated with a full CAFR, and none of our clients have submitted their reports for consideration for this award. We have full condence in our ability to assist the City with obtaining this award, considering the depth of our governmental experience and qualications. Financial Audit Services Proposal | 7 Team Qualifications General Staff Information Part-time executives and sta will be utilized on your engagement on an as-needed basis. Schlenner Wenner & Co. follows strict hiring and training guidelines to ensure the sta assigned to your engagement are of the highest possible quality. Further, all of our professional sta, as well as our rm, are properly licensed to practice in the state of Minnesota. We anticipate using three to four professional sta employed on this engagement on a full-time basis, one employed on a part-time basis, and no sta employed on a temporary basis. The proposing oce is our St. Cloud oce. Staff Continuity and Turnover We recognize our sta as important members of each team. In the past several years, we have grown our governmental services team signicantly and have experienced little sta turnover relative to industry averages. More importantly, we have a strong emphasis and commitment to sta continuity for our clients. We understand that engagement partners, other supervisory sta, and specialists may be changed if those personnel leave the rm, are promoted, or are assigned to another oce. These personnel may also be changed for other reasons with the express prior written permission of the City. Other audit personnel may be changed at the discretion of the rm provided that replacements have substantially the same or better qualications or experience. OUR GOVERNMENTAL SERVICES TEAM Position Governmental Auditors Partner 3 Senior Manager/Manager 1 Supervisory Staff 2 Staff 5 Our Service Team We believe the key to establishing an excellent professional relationship between your City and our rm is the client service team. The team we have assigned to serve you combines technical expertise and the proven ability to work eectively with our clients' personnel. Our client service team, led by Ryan Schmidt, CPA, Partner, and Jon Archer, CPA, Partner includes individuals who have extensive experience with auditing and consulting related to governmental entities. This commitment will ensure your City will receive quality service backed by the full resources of our rm. Biographical sketches for the engagement team leaders proposed for your City are as follows: Financial Audit Services Proposal | 8 Ryan Schmidt, CPA CPA, Partner Direct: (320) 258-0871 rschmidt@schlennerwenner.cpa As long as he can remember, Ryan has had an aptitude for problem solving and working with numbers. However, it wasn’t until he had the opportunity to work closely with his clients at Schlenner Wenner & Co., that he realized his true passion. Ryan enjoys building long-term relationships with his clients and derives a great sense of professional fulllment when he knows that he has truly helped a client, or eased the pain they have historically associated with the audit process. He takes pride in the responsiveness, consistency, and the overall dedication that he provides to his clients on a year-round basis. Ryan strives to deliver value to his clients, and he sees each audit as an opportunity for him and the client to collaborate and learn from each other. In his free time, Ryan enjoys spending time with his family, hunting, shing, and hiking with his dogs. Professional History and Education ● Over 12 years of experience in public accounting ● Bachelor of Science degree in Accounting, St. Cloud State University, Summa Cum Laude ● Advanced Single Audit Certication - AICPA ● Meets Yellow Book CPE requirements for the past three years Professional Memberships ● Minnesota Government Finance Ocers Association ● Minnesota Association of School Business Ocials ● Minnesota Society of Certied Public Accountants ● American Institute of Certied Public Accountants Specic Industries ● Local governments including: ○ Cities ○ School Districts ○ Townships ○ Special Districts Concentrations ● Audit and assurance services ○ Subject to government auditing standards (yellowbook) ○ Uniform guidance/single audit ● Accounting assistance ● Consulting and outsourcing Financial Audit Services Proposal | 9 Jon Archer, CPA CPA, Concurring Partner Direct: (320) 258-5936 jarcher@schlennerwenner.cpa Partner Jon Archer has always had an interest in business operations, but it wasn’t until his rst college accounting course that he realized that he has found his calling. Today, he enjoys the opportunity to build personal and professional relationships with clients, and is condent his career move was the right one. Jon believes that while the numbers are important, it’s the people behind them that really matter and he keeps that mentality when helping clients obtain their personal and nancial goals. Professional History and Education ● Over 16 years of experience in public accounting ● Bachelor of Science degree in Accounting, St. Cloud State University ● Meets Yellow Book CPE requirements for the past three years Professional Memberships ● Minnesota Government Finance Ocers Association ● Minnesota Association of School Business Ocials ● Minnesota Society of Certied Public Accountants ○ Audits of Local Governments Conference planning task force ● American Institute of Certied Public Accountants Specic Industries ● Local governments including: ○ Cities ○ School Districts ○ Townships ○ Fire Relief Associations ○ Special Districts ● Not-for-prot organizations Concentrations ● Audit and assurance services ○ Subject to government auditing standards (yellowbook) ○ Uniform guidance/single audit ● Accounting assistance ● Consulting and outsourcing ● Internal control review Financial Audit Services Proposal | 10 Ashley Meagher, CPA CPA, Manager Direct: (320) 774-1720 ameagher@schlennerwenner.cpa Ashley’s interest in business started early on in helping both her father and grandfather with their family’s auction and real estate business. Because of this early exposure to both accounting and small business, Ashley found her way towards the accounting program at the College of Saint Benedict. She loved her time at St. Ben’s and growing up in the small town of Avon, Minnesota; because of this, she knew she wanted to end up at an accounting rm that had that same small-town, family-like atmosphere. At Schlenner Wenner & Co. she’s found just that and has been able to expand her knowledge of accounting and business through helping her clients to both learn and grow. Professional History and Education ● Over 7 years of experience in public accounting ● 3 ½ years of experience in corporate accounting ● Bachelor of Arts degree in Accounting, College of Saint Benedict ● Intermediate Single Audit Certication - AICPA ● Meets Yellow Book CPE requirements for the past three years Professional Memberships ● Minnesota Government Finance Ocers Association ● Minnesota Society of Certied Public Accountants ● American Institute of Certied Public Accountants Specic Industries ● Local governments including: ○ Cities ○ School Districts ○ Townships ● Not-for-prot organizations Concentrations ● Audit and assurance services ○ Subject to government auditing standards (yellowbook) ○ Uniform guidance/single audit ● Accounting assistance ● Consulting and outsourcing Financial Audit Services Proposal | 11 Prior Experience and Client References Our rm understands the unique climate that Cities operate in, and has built strong relationships with many cities throughout Minnesota. Since our rm’s inception we have grown to more than 7,500 clients, including over 30 Minnesota Cities and 25 Minnesota Schools. While we have been fortunate to achieve such a high growth rate, we attribute this to our keen sense of customer service and our commitment to our people. But don’t take our word for it-call anyone you want and hear what they say about us. We hope you do, because we want you to feel secure with your decision and trust that what we’ve said we’ll do, we will do. Below is a list of Cities audited by our rm, along with contact information for our primary audit contact on these engagements that you may use as references: Name Contact Phone Partner Scope of Work Total Hours City of Paynesville Belinda Ludwig (320) 243-3714 Ryan Schmidt Financial Audit & Single Audit 220 City of Little Falls Hannah Kurkowski (320) 616-5500 Jon Archer Financial Audit & Single Audit 240 City of International Falls Brad Ettestad (218) 283-9484 Ryan Schmidt Financial Audit 200 City of Scandia Colleen Firkus (651) 433-2274 Ryan Schmidt Financial Audit 185 City of Foley Sarah Brunn (320) 968-7260 Jon Archer Financial Audit 180 None of the cities detailed above submit their reports for consideration of the GFOA Certicate of Achievement. Please see further discussion related to this matter in the Firm Qualications section. Financial Audit Services Proposal | 12 Audit Approach Our tailored audit approach focuses on meeting your needs in a timely manner. We place emphasis on early planning to assist in identifying those areas of signicance. Our process focuses on gaining an understanding of your City and how it functions. We also focus on identifying constructive advice for your consideration. The goal of our audit process is to provide an independent, quality audit that is performed by the most experienced and dedicated professionals. Several steps in planning the audit and assisting you throughout the audit process include: ● We emphasize an open line of communication with our clients throughout the year ● We suggest management submit minutes to us on a regular basis so we can provide timely advice ● We review nancial analysis and detail at various interim dates each year ● We provide our clients with a detailed list of items to prepare for the audit (and update the list each year), and ● We educate our clients as to issues pertinent to their operations and current accounting issues and trends. Financial Audit Services Proposal | 13 Specic audit methodology utilized when performing your audit will consist of the following: ● Review of budget to actual data and trends, as well as capital improvement plans and projections ● Obtaining a basic understanding of the City and its environment, including the City’s organizational charts, operating manuals, and internal controls over both entity level and specic account transactions (including obtaining an understanding of the City’s nancial and management information systems) ● Analytical procedures will be performed consisting of trend and ratio analysis performed during the planning, testing and nal review stages of the audit. For cities, examples of these analytical procedures could consist of a comparison between budget and actual by funds or an analysis of utility revenues based on nonnancial factors such as consumption ● Substantive testing on specic account cycles. We use statistical sampling to assist us in our substantive procedures. Sample sizes are determined based upon our assessed risk of the area being audited, population size, and assessed materiality levels by fund. We use IDEA data analysis software to assist in our sample selections, ensuring that we make a truly random sample selection when appropriate to do so ● Determining compliance with laws and regulations. We will follow the legal compliance guide published by the Minnesota Oce of the State Auditor, as well as review transactions for compliance with other statutes and requirements. We use statistical sampling to assist us in selecting transactions to review for compliance with laws and regulations The above audit service approach encompasses any compliance portions of the audit, including audits of Minnesota Legal Compliance and the Single Audit Act. Schlenner Wenner & Co. uses IDEA data analysis software in its audits of Cities and has a fully paperless audit process. We streamline the audit process through the use of an interactive portal, which helps us seamlessly exchange information and stay organized as we move through the audit. Our commitment to quality service and concern for our clients assists in containing our clients' cost through awareness of their unique situations, addressing their concerns throughout the year, and providing education to their accounting sta. Financial Audit Services Proposal | 14 Engagement Segmentation Our audit approach provides continuous involvement throughout the year with you, which we have summarized in four phases. Briey, the phases are: PHASE ONE Initial Planning During this phase, we will work with your personnel to become familiar with all facets of your City. We will interview your key people and assess the external and internal environmental conditions that may inuence our audit scope. We will obtain your nancial reports and perform overall analytical review procedures including ratio analysis and comparison of your City’s activity to our expectations. Based on this work, we will prepare an initial audit plan and review it with management. PHASE TWO Program Development We will begin our identication of specic control objectives by documenting major nancial reporting systems. We will also perform certain detailed analytical reviews to prepare for the current year’s upcoming audit so your personnel can complete the items we need prior to the audit, which results in a less disruptive audit eldwork. PHASE THREE Program Execution This phase will include our auditing of year-end account balances and we will place particular emphasis on the audit of the signicant balance sheet accounts, as well as their relationship to the City’s revenues and expenditures. In working with numerous similar clients we would anticipate the areas of primary emphasis to be the receivable and revenue cycle, the purchases and accounts payable cycle, the payroll cycle, and compliance with laws and regulations. We will, of course, prepare our audit report, comprehensive management letter and other reports, and meet with management to review them. We anticipate spending four to ve days on this phase of the audit, most of which will occur at City Hall. All other phases of the audit are completed remotely from our oces. PHASE FOUR Post Audit Critique After the completion of the audit, we will meet with management to review and critique the audit process and make preliminary plans for the next year. The preliminary plans may include periodic visits during the year with you to ensure that we are kept current on developments and changes that may aect nancial operations. We educate our clients as to issues pertinent to their business and current accounting issues and trends. Financial Audit Services Proposal | 15 Level of Staff & Hours Assigned by Segment The following table summarizes our proposed engagement segmentation by level of sta and hours assigned to the segment: HOURS Segment Partner Manager Senior Staff Total Preliminary Fieldwork/Planning 5.00 8.00 16.00 14.00 43.00 Fieldwork 7.00 18.00 49.00 39.00 113.00 Report Preparation/Review 6.00 11.00 10.00 6.00 33.00 Exit Conference and Draft Discussion 2.00 2.00 - - 4.00 Presentation to City Council 1.00 1.00 - - 2.00 Total Hours 21.00 40.00 75.00 59.00 195.00 Identification of Anticipated Potential Audit Problems Per review of the nancial reports for the City of Lake Elmo for the year ended December 31, 2021 and based on knowledge our rm has obtained during past projects completed with comparable cities, we do not anticipate any potential audit problems at this time. We will clearly identify and resolve any such issues noted in the future directly with the appropriate level of management as soon as such issues are known. While the coronavirus pandemic presented many challenges, it also provided our Firm with a unique opportunity to reassess our audit approach and implement technology that has helped us streamline our procedures and enhance data security. Through the extensive use of virtual meeting technology and an interactive portal that utilizes multi-factor authentication and integrates with our audit software platform, we have the ability to make a seamless transition to a fully remote audit approach, should it become necessary (or simply desired by the City) throughout the course of our engagements. Engagement Schedule We understand that audit eldwork is to be performed no later than April 30th each year. Additionally, we understand that draft audit reports and ndings shall be completed and provided to the City by the end of May, and we acknowledge that the presentation to City Council shall occur at a regular council meeting before June 30 (with drafts to be delivered on the Wednesday prior to the meeting). We do not anticipate any diculties adhering to this schedule. Financial Audit Services Proposal | 16 Estimated Fees This proposal covers the following services: ● Audit of the nancial statements in accordance with generally accepted auditing standards as set forth by the American Institute of Certied Public Accountants, Government Auditing Standards established by the General Accounting Oce (GAO), the legal provisions of the Minnesota Legal Compliance Audit Guide, and the audit requirements of Title 2 U.S. CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) (when required) ● Preparation of internal control letter(s) as required or warranted ● Preparation of Single Audit Data Collection Form (if applicable), and ● Presentation of nancial statements and preparation of management letter and related board materials We absorb the rst-year hours we incur to gather historical information, to build permanent les and to fully understand your accounting system and objectives. We consider these startup costs to be our investment in building a relationship with you. Our fees are based on hourly rates, determined by each professional’s level of experience. Our estimated fees to perform the services requested by you are included in Appendix B. We do not bill for responses to client questions that require no signicant investment of research time or other costs. However, we do bill for special request meetings, research, assistance with accounting issues, or other matters that involve signicant investment of our time. In all cases, we will thoroughly discuss the scope of the services to be provided with you and achieve a mutually agreeable decision as to estimated services and fees to be rendered. Such additional services shall be performed only if set forth in an addendum to the contract between the City and the rm. Any such additional work agreed to between the City and the rm shall be performed at the same rates set forth in the schedule of fees and expenses included in the dollar cost bid. Payments will be made on the basis of hours of work completed during the course of the engagement, in accordance with the dollar cost proposal (Appendix B). Interim billing shall cover a period of not less than a calendar month. Although fees are important, they should not, in our view, be the determining factor in the selection of an accounting rm for your City. The choice of independent accountants and business advisors should be made primarily on the basis of qualications, capabilities, and commitment. We will spare no eort - now or in the future - to nd a common ground for providing the level of services your City requires, at a reasonable cost. Financial Audit Services Proposal | 17 Executive Summary This proposal summarizes how we will serve you and reects our commitment to full-service. Tailoring our services to your specic needs and situations allows you to obtain maximum benets. Five areas distinguish the services Schlenner Wenner & Co. can oer your City: ● Our full service approach to providing responsive and timely service throughout the year, backed by our vested interest in the success of the City in which we operate ● Our commitment of an experienced sta, led by Ryan Schmidt and Jon Archer ● Our use of creative, nonintrusive, and innovative approaches in all phases of the audit process ● Our rm is a recognized leader in providing audit, accounting, and consulting services to Minnesota Cities, and we have the depth and resources to provide you with the entire array of services your City will need ● Our fee structure, like that of other CPA rms, is based on our operating costs. We stress outstanding professional service at reasonable costs. To do this, we seek only outstanding professional sta and train them to use innovative techniques, which enable us to control and minimize audit time and fees. The proposing oce is our St. Cloud oce. Pertinent addresses and phone numbers for the professionals noted previously who are available to address any questions you may have are as follows: Address: 630 Roosevelt Road, Suite 201 St. Cloud, MN 56301 Telephone: (320) 251-0286 Email: rschmidt@schlennerwenner.cpa jarcher@schlennerwenner.cpa Financial Audit Services Proposal | 18 Appendix A - Proposer Guarantees and Warranties 1. The proposer certies it can and will provide, as a minimum, all services set forth in the proposal. 2. Proposer warrants that it does not have any undisclosed conicts of interest with the City of Lake Elmo, its management sta, or its elected ocials. 3. Proposer warrants that the rm and all assigned key professional sta are properly licensed to practice in the state of Minnesota. 4. Proposer warrants that it is willing to and able to obtain an errors and omissions insurance policy providing a prudent amount of coverage for the willful or negligent acts, or omissions of any ocers, employees, or agents thereof. 5. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the City of Lake Elmo. 6. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Ocial: _______________________________ Name (Typed): Ryan J. Schmidt Title: CPA, Partner Firm: Schlenner Wenner & Co. Date: November 4, 2022 Financial Audit Services Proposal | 19 Appendix B - Dollar Cost Proposal Schedule of Professional Fees and Expenses AUDIT OF THE 2022 FINANCIAL STATEMENTS Position Hours Standard Hourly Rates Proposed Hourly Rates Total Partners 21 350 295 6,195 Managers 40 250 210 8,400 Senior/Supervisory Staff 75 175 150 11,250 Staff 59 140 120 7,080 Subtotal 32,925 Out of Pocket Expenses, Meals/Lodging, Transportation, etc. Subtotal - 2022 City Audit ( Rounded ) N/A (All Inclusive) 32,900 Hours Average Rate Total Single Audit 20 150 3,000* SUMMARY SCHEDULE OF ALL-INCLUSIVE AUDIT COSTS For Year Ending December 31, Audit Fee Total All-Inclusive Maximum Price (ACFR included) Single Audit Cost, if required* Total All-Inclusive Cost** 2022 32,900 3,000 35,900 2023 36,190 3,300 39,490 2024 39,800 3,630 43,430 2025 43,780 3,990 47,770 2026 48,160 4,390 52,550 Grand Totals** 200,830 18,310 219,140 *The proposed Single Audit fees above are under the assumption that only one Federal Program will require testing each year. Should additional Federal programs require testing, an additional fee of $3,000 - $5,000 per program is anticipated. ** Annual increases noted above are projected at a maximum rate. Actual increases will be based on the inflation rate as of December of the preceding year, if such rate renders an increase less than noted above for that year. Such rates will be obtained from the U.S. Bureau of Labor Statistics website ( https://www.bls.gov/data/inflation_calculator.htm ). Financial Audit Services Proposal | 20 Appendix C - Peer Review Letter (Includes a review of specic government engagements) Financial Audit Services Proposal | 21