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19-199 Crowe for Audit Services - Cupertino AUP GANN EL 2019Crowe Crowe LLP Independent Member Crowe Global 650 Town Center Drive, Suite 740 Costa Mesa, California 92626-7192 Tel +1 714 668 1234 Fax +1 714 668 1235 www.crowe.com August 13, 2019 To the Honorable Mayor and City Council City of Cupertino, California 10300 Torre Avenue Cupertino, CA 95014-3202 Dear Ladies and Gentlemen This letter confirms the arrangements for Crowe LLP ("Crowe" or "us" or "we" or "our") to apply agreed -upon procedures, on as discussed in Appendix A, solely to assist you with respect to the Appropriations Limit Worksheet (Worksheet) of the City of Cupertino, California ("the City"). The agreement for auditing services dated August 13, 2019 between the City and Crowe (the "Agreement'), is an integral part of this letter, and its terms are incorporated herein. The agreed -upon procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants. In addition, these procedures were suggested by the League of California Cities and presented in their Article XIIIB Appropriations Limitation Uniform Guidelines and are intended to assist you in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution. The sufficiency of these procedures is solely the responsibility of the Honorable Mayor and City Council of the City. Because these procedures will not constitute an examination or review in accordance with standards established by the American Institute of Certified Public Accountants, we will not express an opinion or conclusion on the compliance with Section 1.5 of Article XIIIB of the California Constitution. We have no obligation to perform any procedures beyond those listed in Appendix A. If we were to perform additional procedures, other matters might come to our attention that would be reported to you. It is understood that we will prepare a report reflecting our findings of the procedures outlined in Appendix A for use by you. We make no representations as to the adequacy of these procedures for your purpose. If you decide that additional procedures are needed, we will discuss those with you. It is customary for us to document such revisions, either by memo or by an addendum to this letter. If you wish to add specified users of the report, we will require that they acknowledge in writing their responsibility for the sufficiency of these procedures. The agreed -upon procedures do not contemplate obtaining the understanding of internal control or assessing control risk, tests of accounting records and responses to inquiries by obtaining corroborating evidential matter, and certain other procedures ordinarily performed during an examination. Thus, this engagement does not provide assurance that we will become aware of significant matters that would be disclosed in an examination. Our engagement cannot be relied upon to disclose errors, fraud, or illegal acts that may exist. However, we will inform you of any significant errors that may come to our attention. Our engagement will not enable us to address legal or regulatory matters or abuses of management discretion, which matters should be discussed by you with your legal counsel. You are also responsible for the accuracy and completeness of the information provided to Crowe for purposes of this engagement and for timely updating such information. Because of the importance of such information to our engagement, you agree to release Crowe and its personnel from any liability and costs relating to our services under this engagement attributable to the inaccuracy or incompleteness of information provided to us for purposes of this engagement. To the Honorable Mayor and City Council City of Cupertino, California August 13, 2019 Page 2 Our procedures and work product are intended for the benefit and use of the Honorable Mayor and City Council of the City. This engagement will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction and is not intended to benefit or influence any other party. Therefore, items of possible interest to a third party may not be specifically addressed or matters may exist that could be assessed differently by a third party. The working papers for this engagement are the property of Crowe and constitute confidential information. Although the actual language of our report may change as a result of our procedures, we presently expect our independent accountant's report on the agreed -upon procedures to read as follows: We have performed the procedures enumerated below, which were agreed to by the Honorable Mayor and City Council of the City of Cupertino, California (the "City") on the Appropriations Limit Worksheet (Worksheet), related to the City's compliance with Section 1.5 of Article XIIIB of the California Constitution during the period ending June 30, 2019. Management is responsible for compliance with Section 1.5 of Article XIIIB of the California Constitution. The sufficiency of these procedures is solely the responsibility of the City. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Refer to Appendix A This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on compliance with Section 1.5 of Article XIIIB of the California Constitution. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Honorable Mayor and the City Council and is not intended to be and should not be used by anyone other than these specified parties. If, for any reason, we are unable to complete the agreed -upon procedures, we will not issue a report as a result of this engagement. FEES Fees for this engagement and related terms are included in the Agreement. MISCELLANEOUS For purposes of this Miscellaneous section, the Acceptance section below, and all of the Crowe Engagement Terms, "Client" will mean the entity(ies) defined in the first paragraph of this letter and will also include all related parents, subsidiaries, and affiliates of Client who may receive or claim reliance upon any Crowe deliverable. Crowe will provide the services to Client under this Agreement as an independent contractor and not as Client's partner, agent, employee, or joint venturer under this Agreement. Neither Crowe nor Client will have any right, power or authority to bind the other party. To the Honorable Mayor and City Council City of Cupertino, California August 13, 2019 Page 3 This engagement letter agreement (the "Agreement") reflects the entire agreement between the parties relating to the services (or any reports, deliverables or other work product) covered by this Agreement. The engagement letter and any attachments (including without limitation the attached Crowe Engagement Terms) are to be construed as a single document, with the provisions of each section applicable throughout. This Agreement may not be amended or varied except by a written document signed by each party. It replaces and supersedes any other proposals, correspondence, agreements and understandings, whether written or oral, relating to the services covered by this letter, and each party agrees that in entering this Agreement, it has not relied on any oral or written representations, statements or other information not contained in or incorporated into this Agreement. Any non -disclosure or other confidentiality agreement is replaced and superseded by this Agreement. Each party shall remain obligated to the other party under all provisions of this Agreement that expressly or by their nature extend beyond and survive the expiration or termination of this Agreement. If any provision (in whole or in part) of this Agreement is found unenforceable or invalid, this will not affect the remainder of the provision or any other provisions in this Agreement, all of which will continue in effect as if the stricken portion had not been included. This Agreement may be executed in two or more actual, scanned, emailed, or electronically copied counterparts, each and all of which together are one and the same instrument. Accurate transmitted copies (transmitted copies are reproduced documents that are sent via mail, delivery, scanning, email, photocopy, facsimile or other process) of the executed Agreement or signature pages only (whether handwritten or electronic signature), will be considered and accepted by each party as documents equivalent to original documents and will be deemed valid, binding and enforceable by and against all parties. This Agreement must be construed, governed, and interpreted under the laws of the State of Illinois, without regard for choice of law principles. We are pleased to have this opportunity to serve you, and we look forward to a continuing relationship. If the terms of this letter and the attached Crowe Engagement Terms are acceptable to you, please sign below and return one copy of this letter at your earliest convenience. Please contact us with any questions or concerns. (Signature Page follows) To the Honorable Mayor and City Council City of Cupertino, California August 13, 2019 Page 4 ACCEPTANCE I have reviewed the arrangements outlined above and in the attached "Crowe Engagement Terms," and accept on behalf of the Client the terms and conditions as stated. By signing below, I represent and warrant that I am authorized by Client to accept the terms and conditions as stated. IN WITNESS WHEREOF, Client and Crowe have duly executed this engagement letter effective the date first written above. Crowe LLP and the Engagement Authorized Signer below are licensed or otherwise authorized by the California Board of Accountancy. City of Cupertino, California ignature �41shfAp Printed Name Ic ��r G l�'UiC Title 7/1 Date CITY COUNCIL APPROVAL: Crowe LLP kowm it we Signature Katherine V. Lai Printed Name Partner Title August 13, 2019 Date The City Council has reviewed the services and Crowe Engagement Terms described in this letter and evaluated the services pursuant to the Client's policies. After considering all relevant factors, the Audit Committee or those charged with governance hereby approve hiring Crowe to provide the services described above. Authorized Representative of the City Council: ignature Printed Name Title Date APPENDIX A The procedures to be performed are as follows: 1. We will obtain the Worksheet provided by the City and determine that the 2018-2019 Limit and annual adjustment factors were adopted by Resolution of the Honorable Mayor and City Council. We will also determine whether the population and inflation options were selected by a recorded vote of the Honorable Mayor and City Council. 2. We will recalculate the 2018-2019 Appropriations Limit by multiplying the 2017-2018 Appropriations Limit by the adjustment factors. 3. For the Worksheet, we will agree the Per Capita Income, County and City Population Factors to California State Department of Finance Worksheets.