HomeMy WebLinkAbout2014-645 Finance - Martin Starnes & Associates CPA's for Annual Audit Contract $88,300 LGC-205(Rev.2013)
CONTRACT TO AUDIT ACCOUNTS
Of Orange County, NC
Governmental Unit
On this 15th day of January 2014 Martin Starnes&Associates, CPAs, P.A.
Auditor
730 13th Avenue Drive SE Hickory NC 28602
Mailing Address
hereinafter referred to as
the Auditor,and Board of Commissioners of Orange County, NC hereinafter referred
Governing Board Governmental Unit
to as the Governmental Unit,agree as follows:
1. The Auditor shall audit all statements and disclosures required by generally accepted accounting principles(GAAP)and additional required
legal statements and disclosures of all funds and/or divisions of the Governmental Unit for the period beginning July 1,
2013 and ending June 30, 2014 . The non-major combining,and individual fund statements and schedules shall
be subjected to the auditing procedures applied in the audit of the basic financial statements and an opinion will be rendered in relation to(as
applicable) the governmental activities, the business-type activities, the aggregate discretely presented component units, each major
governmental and enterprise fund, and the aggregate remaining fund information (non-major government and enterprise funds, the internal
service fund type,and the fiduciary fund types).
2. At a minimum,the Auditor shall conduct his/her audit and render his/her report in accordance with generally accepted auditing standards.The
Auditor shall perform the audit in accordance with Government Auditing Standards if required by the State Single Audit Implementation Act,
as codified in G.S. 159-34. If required by OMB Circular A-133 and the State Single Audit Implementation Act,the Auditor shall perform a
Single Audit. This audit and all associated workpapers may be subject to review by Federal and State agencies in accordance with Federal and
State laws, including the staffs of the Office of State Auditor(OSA) and the Local Government Commission (LGC). If the audit and/or
workpapers are found in this review to be substandard,the results of the review may be forwarded to the North Carolina State Board of CPA
Examiners(NC CPA Board).
3. This contract contemplates an unqualified opinion being rendered. If financial statements are not prepared in accordance with GAAP,or the
statements fail to include all disclosures required by GAAP,please provide an explanation for that departure from GAAP in an attachment.
4. This contract contemplates an unqualified opinion being rendered.The audit shall include such tests of the accounting records and such other
auditing procedures as are considered by the Auditor to be necessary in the circumstances. Any limitations or restrictions in scone which
would lead to a qualification should be fully explained in an attachment to this contract
5. If this audit engagement is subject to the standards for audit as defined in Government Auditing Standards, 2011 revisions, issued by the
Comptroller General of the United States,then by accepting this engagement,the Auditor warrants that he has met the requirements for a peer
review and continuing education as specified in Government Auditing Standards. The Auditor agrees to provide a copy of their most recent
peer review Mort rt regardless of the date of the Lnor peer review report to the Governmental Unit and the Secretary of the LGC prior to the
execution of the audit contract(See Item 22). If the audit firm received a peer review rating other than pass,the Auditor shall not contract
with the Governmental Unit without first contacting the Secretary of the LGC for a peer review analysis that may result in additional
contractual requirements.
If the audit engagement is not subject to Government Accounting Standards, the Auditor shall provide an explanation as to why in an
attachment.
6. It is agreed that time is of the essence in this contract.All audits are to be performed and the report of audit submitted to the State and Local
Government Finance Division (SLGFD) within four months of fiscal year end. Audit report is due on: October 31
2014 . If it becomes necessary to amend this due date or the audit fee,an amended contract along with a written explanation of the delay
must be submitted to the Secretary of the LGC for approval.
7. It is agreed that generally accepted auditing standards include a review of the Governmental Unit's systems of internal control and accounting
as same relates to accountability of funds and adherence to budget and law requirements applicable thereto; that the Auditor will make a
written report,which may or may not be a part of the written report of audit,to the Governing Board setting forth his findings,together with
his recommendations for improvement. That written report must include all matters defined as "significant deficiencies and material
weaknesses"in AU-C 265 of the AICPA Professional Standards(Clarified).The Auditor shall file a copy of that report with the Secretary of
the LGC.
8. All local government and public authority contracts for audit or audit-related work require the approval of the Secretary of the LGC. This
includes annual or special audits,agreed upon procedures related to internal controls,bookkeeping or other assistance necessary to prepare the
Governmental Unit's records for audit,financial statement preparation, any finance-related investigations, or any other audit-related work in
the State of North Carolina.Invoices for services rendered under these contracts shall not be paid by the Governmental Unit until the invoice
has been approved by the Secretary of the LGC. (This also includes any progress billings.) [G.S. 159-34 and 115C-447] The process for
Contract to Audit Accounts (cont.) Orange County, NC
(Name of Governmental Unit)
invoice approval has changed. All invoices for Audit work must be submitted by email in PDF format to the Secretary of the LGC for
approval. The invoices must be sent through the portal at: http:/fnctreasurer.sl.fd.Ieapfile.net.Subject line should read"Invoice-only. The
PDF invoice marked`approved' with approval date will be returned by email to the Auditor for them to present to the Governmental Unit for
payment. Approval is not required on contracts and invoices for system improvements and similar services of a non-auditing nature.
9. In consideration of the satisfactory performance of the provisions of this contract, the Governmental Unit shall pay to the Auditor,upon
approval by the Secretary of the LGC,the following fee,which includes any cost the Auditor may incur from work paper or peer reviews or
any other quality assurance program required by third parties (Federal and State grantor and oversight agencies or other organizations) as
required under the Federal and State Single Audit Acts:
Year-end bookkeeping assistance — [For audits subject to Government Auditing Standards, this is limited to bookkeeping services
permitted by revised Independence Standards]
Audit $88,300
Preparation of the annual financial statements
Prior to submission of the completed audited financial report, applicable compliance reports and amended contract(if required)the Auditor
may submit invoices for approval for services rendered,not to exceed 75%of the total of the stated fees above. If the current contracted fee is
not fixed in total,invoices for services rendered may be approved for up to 75%of the prior year audit fee. The 75%cap for interim invoice
approval for this audit contract is$66.225
10. If the Governmental Unit has outstanding revenue bonds,the Auditor shall include documentation either in the notes to the audited financial
statements or as a separate report submitted to the SLGFD along with the audit report, a calculation demonstrating compliance with the
revenue bond rate covenant. Additionally, the Auditor should be aware that any other bond compliance statements or additional reports
required in the authorizing bond documents need to be submitted to the SLGFD simultaneously with the Governmental Unit's audited financial
statements unless otherwise specified in the bond documents.
11. After completing the audit,the Auditor shall submit to the Governing Board a written report of audit. This report shall include but not be
limited to the following information: (a)Management's Discussion and Analysis, (b)the financial statements and notes of the Governmental
Unit and all of its component units prepared in accordance with GAAP,(c)supplementary information requested by the client or required for
full disclosure under the law,and(d)the Auditor's opinion on the material presented.The Auditor shall furnish the required number of copies
of the report of audit to the Governing Board as soon as practical after the close of the accounting period.
12. If the audit firm is required by the NC CPA Board or the Secretary of the LGC to have a pre-issuance review of their audit work,there must be
a statement added to the engagement letter specifying the pre-issuance review including a statement that the Governmental Unit will not be
billed for the pre-issuance review. The pre-issuance review must be performed prior to the completed audit being submitted to the LGC. The
pre-issuance report must accompany the audit report upon submission to the LGC.
13. The Auditor shall electronically submit the report of audit to the LGC when(or prior to)submitting the invoice for services rendered. The
report of audit,as filed with the Secretary of the LGC,becomes a matter of public record for inspection,review and copy in the offices of the
SLGFD by any interested parties.Any subsequent revisions to these reports must be sent to the Secretary of the LGC.These audited financial
statements are used in the preparation of official statements for debt offerings(the Auditors'opinion is not included),by municipal bond rating
services, to fulfill secondary market disclosure requirements of the Securities and Exchange Commission, and other lawful purposes of the
Governmental Unit, without subsequent consent of the Auditor. If it is determined by the LGC that corrections need to be made to the
Governmental Unit's financial statements,they should be provided within three days of notification unless,another time frame is agreed to by
the LGC.
The LGC's process for submitting contracts,audit reports and Invoices are subject to change. Auditors should use the submission process in
effect at the time of submission. The most current instructions will be found on our website: httns•//www nctreasurer.com/sig/PaL es/Audit-
Form s-and-Resourc es.asnx
In addition, if the OSA designates certain programs to be audited as major programs, a turnaround document and a representation letter
addressed to the OSA shall be submitted to the LGC.
14. Should circumstances disclosed by the audit call for a more detailed investigation by the Auditor than necessary under ordinary circumstances,
the Auditor shall inform the Governing Board in writing of the need for such additional investigation and the additional compensation
required therefore.Upon approval by the Secretary of the LGC,this contract may be varied or changed to include the increased time and/or
compensation as may be agreed upon by the Governing Board and the Auditor.
15. If an approved contract needs to be varied or changed for any reason,the change must be made in writing,signed and dated by all parties and
pre-audited if the change includes a change in audit fee. This document and a written explanation of the change must be submitted by email in
PDF format to the Secretary of the LGC for approval.The portal address to upload your amended contract and letter of explanation documents
is httn://nctreasurer.slp-fd.leapfile.net No change shall be effective unless=roved by the Secretary of the LGC the Governing Board, and
the Auditor.
Contract to Audit Accounts (cont.) Orange County, NC
(Name of Governmental Unit)
16. Whenever the Auditor uses an engagement letter with the Governmental Unit,Item 17 is to be completed by referencing the engagement letter
and attaching a copy of the engagement letter to the contract to incorporate the engagement letter into the contract.In case of conflict between
the terms of the engagement letter and the terms of this contract,the terms of this contract will control.Engagement letter terms are deemed to
be void unless the conflicting terns of this contract are specifically deleted in Item 23 of this contract. Engagement letters containing
indemnification clauses will not be approved by the LGC.
17. Special provisions should be limited. Please list any special provisions in an attachment.
18. A separate contract should not be made for each division to be audited or report to be submitted.A separate contract must be executed for each
component unit which is a local government and for which a separate audit report is issued.
19. The contract must be executed, pre-audited,physically signed by all parties and submitted in PDF format including Governmental Unit and
Auditor signatures to the Secretary of the LGC. The current portal address to upload your contractual documents is
http://netreasurer.slgfd.leanfile.net Electronic signatures are not accepted at this time. Included with this contract are
instructions to submit contracts and invoices for approval as of September 4,2013. These instructions are subject to change. Please check the
NC Treasurer's web site at www.nctreasurer.com for the most recent instructions.
20. The contract is not valid until it is approved by the LGC Secretary. The staff of the LGC shall notify the Governmental Unit and Auditor of
contract approval by email. The audit should not be started before the contract is approved.
21. There are no other agreements between the patties hereto and no other agreements relative hereto that shall be enforceable unless entered into
in accordance with the procedure set out herein and approved by the Secretary of the LGC.
22. The Auditor acknowledges that any private employer transacting business in this State who employs 25 or more employees in this State must,
when hiring an employee to work in the United States, use E Verify to verify the work authorization of the employee in accordance with
N.C.G.S. §64 26(a). The Auditor acknowledges further that any such private employer and its subcontractors must comply with all of the
requirements of Article 2 of Chapter 64 of the North Carolina General Statutes(North Carolina's E-verify law),and that such private employer
has a duty under the law to ensure compliance by its subcontractors. The Auditor further acknowledges that this contract is of the type
governed by S.L. 2013-418,which makes it unlawful for a local government to enter into certain types of contracts unless the contractor and
its subcontractors comply with North Carolina's E-verify law, and that failure to comply with such law could render this contract void. The
Auditor hereby covenants, warrants and represents for itself and its subcontractors that with respect to this contract the Auditor and its
subcontractors shall comply with the provisions of North Carolina's E-verify law and that failure to comply with such law shall be deemed a
breach of this contract and may render this contract void.
23. All of the above paragraphs are understood and shall apply to this contract,except the following numbered paragraphs shall be deleted: (See
Item 16.)
24. All communications regarding audit contract requests for modification or official approvals will be sent to the email addresses provided
in the spaces below.
Audit Firm Signature: Unit Gignst nten(cAi rih15ftnatures(continued):
Firm Martin Starnes&Associates,CPAs,P.A. By N/A
(Chair of Audit Committee-please type or print name)
By Amber Y.McGhinnis,Audit Manager
(Pl type or p ' t name) - _
(Signature of Audit Committee Chairperson)
(Signature of authfi ed audit firm representative) Date ve
Email Address of Audit Firm: (If Governmental Unit has no audit committee,this section should
be marked"N/A.")
amcghinnis @martinstames.com This instrument has been preaudited in the manner required by The Local
Government Budget and Fiscal Control Act or by the School Budget and
Date January 15 2014 Fiscal Control Act. Additionally,the following date is the date this audit
contract was approved by the governing body.
Governmental Unit Signatures:
By Barry Jacobs Chairman Clarence G.Grier,CPA,CITP,Assistant County Manager/Chief Financial Officer
(Please or print Warne tit a Governmental Unit Finance Officer(Please type or print name)
(Signs ure of or/(Nair ers f Bove 'ng board) (Signature)
Date Email Address of Finance Officer
varier @,caaw*@9w*,trr OV'GW►A!�WMme• Y►G�
Date: V
Date Governing Bo A r ed A dit Con ract-G.S.159-34(a)
r a Date 2^��r �� —
(Preaudit Certificate must be dated.)
Koonce, Wooten & Haywood,LLP
CERTIFIED PUOUC ACCOUMAMS
SYSTEM REVIEW REPORT
May 22, 2012
Martin, Starnes &Associates, CPAs,PA and the
Peer Review Committee, North Carolina Association
of Certified Public Accountants
We have reviewed the system of quality control for the accounting and auditing practice of Martin,
Starnes & Associates, CPAs, PA (the firm) in effect for the year ended December 31, 2011. Our
peer review was conducted in accordance with the Standards for Performing and Reporting on Peer
Reviews established by the Peer Review Board of the American Institute of Certified Public
Accountants. The firm is responsible for designing a system of quality control and complying with
it to provide the firm with reasonable assurance of performing and reporting in conformity with
applicable professional standards in all material respects.Our responsibility is to express an opinion
on the design of the system of quality control and the firm's compliance therewith based on our
review. The nature, objectives, scope, limitations of, and the procedures performed in a System
Review are described in the standards at www.aicpa.orglprsummary.
As required by the standards, engagements selected for review included engagements performed
under the Governinent Auditing Standards and audits of employee benefit plans.
In our opinion, the system of quality control for the accounting and auditing practice of Martin,
Starnes&Associates,CPAs,PA,in effect for the year ended December 31,2011,has been suitably
designed and complied with to provide the firm with reasonable assurance of performing and
reporting in conformity with applicable professional standards in all material respects. Firms can
receive a rating of pass,pass with deficiency(ies)or fail. Martin, Starnes &Associates, CPAs,PA
has received a peer review rating of pass.
Koonce, Wooten & Haywood, LLP
Raleigh Durham Plttsboro
4060 Barrett Drive 3511 Shannon Road 10 Sanford Road
Post Office Box 17806 Suite 100 Post Office Box 1399
Raleigh,North Carolina 27619 Durham,North Carolina 27707 Pittsboro,North Carolina 27312
919 782 9265 919 354 2584 919 542 6000
919 783 8937 FAX 919 489 8183 FAX 919 542 5764 FAX