20-162 Crowe for Audit Services - City of Cupertino - Signed GANN AUP 2020Crowe LLP
Independent Member Crowe Global
650 Town Center Drive, Suite 740
Costa Mesa, CA 92626-7192
Tel 714-668-1234
Fax 714-668-1235
www.crowe.com
August 6, 2020
To the Honorable Mayor and City Council
City of Cupertino, California
10300 Torre Avenue
Cupertino, California 95014-3202
Dear Ladies and Gentlemen:
This letter confirms the arrangements for Crowe LLP (“Crowe” or “us” or “we” or “our”) to provide the
professional services discussed in this letter to City of Cupertino, California (“the City”, “you”, “your” or
“Client”). The agreement for auditing services dated May 13, 2020 between the City and Crowe (the
“Agreement”), is an integral part of this letter, and such terms are incorporated herein.
Crowe will apply agreed upon procedures, as discussed in Appendix A, solely to assist you with respect
to the Appropriations Limit Worksheet (“Worksheet”) of Client.
PROFESSIONAL SERVICES
Our Responsibilities
The agreed‑upon procedures will be performed in accordance with attestation standards established by
the American Institute of Certified Public Accountants. In addition, these procedures were suggested by
the League of California Cities and presented in their Article XIlIB 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.
We have no obligation to perform any procedures beyond those agreed to by you and have been
acknowledged to be appropriate for your purposes. If we were to perform additional procedures, other
matters might come to our attention that would be reported to you. It is understood that we will prepare a
report reflecting our findings of the procedures for use by you. We make no representations as to the
adequacy of these procedures for your purpose.
If you decide that additional procedures are needed, we will discuss those with you. It is customary for us
to document such revisions by an addendum to this letter. If you wish to add specified users of the report,
we will require that you provide, at the conclusion of the engagement, written representation that you
have obtained the specified users’ agreement to the procedures and acknowledgement that the
procedures performed are appropriate for their purposes.
The agreed‑upon procedures do not contemplate obtaining the understanding of internal control or
assessing control risk, tests of accounting records and responses to inquiries by obtaining corroborating
evidential matter, and certain other procedures ordinarily performed during an examination. Thus, this
engagement does not provide assurance that we will become aware of significant matters that would be
disclosed in an examination. Client agrees not to rely on our engagement to disclose errors, fraud or
illegal acts that may exist. However, we will inform you of any significant errors that may come to our
attention. Our engagement will not enable us to address legal or regulatory matters or abuses of
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City of Cupertino, California 2 August 6, 2020
management discretion, which matters should be discussed by you with your legal counsel. You are also
responsible for the accuracy and completeness of the information provided to Crowe for purposes of this
engagement and for timely updating such information. Because of the importance of such information to
our engagement, you agree to waive any claim against Crowe and its personnel for any liability and costs
relating to or arising from any inaccuracy or incompleteness of information provided to us for purposes of
this engagement.
Our procedures and work product are intended for the benefit and use of you. This engagement will not
be planned or conducted in contemplation of reliance by any other party or with respect to any specific
transaction and is not intended to benefit or influence any other party. Therefore, items of possible
interest to a third party may not be specifically addressed or matters may exist that could be assessed
differently by a third party. The working papers for this engagement are the property of Crowe and
constitute confidential information.
If, for any reason, we are unable to complete the agreed-upon procedures, we will not issue a report as a
result of this engagement.
Client’s Responsibilities
The agreed upon procedures are listed in Attachment A. You agree to the procedures included in
Attachment A and acknowledge that the procedures are appropriate for the intended purpose of the
engagement.
You agree to provide a written representation letter at the conclusion of the engagement. Because of the
importance of the written representations to this engagement, you agree to release Crowe and its
personnel from any liability and costs relating to our services under this letter attributable to any
misrepresentations by you, the engaging party.
The Client is responsible for providing to us, on a timely basis, all information of which you are aware that
is relevant to this agreed-upon procedures engagement. The Client is also responsible for providing such
other additional information we may request for the purpose of this engagement, and unrestricted access
to persons within the Client from whom we determine it necessary to perform the agreed-upon
procedures.
Other Matters
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, 2020. 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.
We were engaged by the City to perform this agreed-upon procedures engagement and
conducted our engagement in accordance with attestation standards established by the American
Institute of Certified Public Accountants. We were not engaged to and did not conduct an
examination or review engagement, the objective of which would be the expression of an opinion
or conclusion, respectively, on compliance with Section 1.5 of Article XIIIB of the California
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City of Cupertino, California 3 August 6, 2020
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.
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.
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)
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City of Cupertino, California 4 August 6, 2020
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City of Cupertino, California 5 August 6, 2020
ACCEPTANCE
I have reviewed the arrangements outlined above and in the attached “Crowe Engagement Terms,” and I
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 Crowe LLP
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CITY COUNCIL APPROVAL:
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 City
Council hereby approves hiring Crowe to provide the services described above.
Authorized Representative of the City Council:
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Katherine V. Lai
August 10, 2020
Partner
Kristina Alfaro
Director of Administrative Services
August 10, 2020
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City Manager
Deborah Feng
August 13, 2020
City of Cupertino, California 6 August 6, 2020
APPENDIX A
The procedures to be performed are as follows:
1.We will obtain the Worksheet provided by the City and determine that the 2019-2020 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 2019-2020 Appropriations Limit by multiplying the 2018-2019
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.
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