Okaloosa County BOCC — August 4, 2015 — Exhibit A-Warren Averett Terms of Engagement July 7, 2015

Warren Exhibit A wAverett CPAs AND ADVISORS TERMS OF ENGAGEMENT JULY 7, 2015 1. ENGAGEMENT: Warren Averett, LLC is pleased to confirm our understanding of the services we are to provide for Okaloosa County, Florida (the “Client”) and any of its affiliated entities. This agreement confirms our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. 2, SERVICES PROVIDED: We plan to start the engagement on or about August 1, 2015 and (unless unforeseeable problems are encountered) be completed by September 30, 2015. We will review findings related to inventory of the Okaloosa County, Florida Water and Sewer Enterprise Fund at September 30, 2014 and provide detailed recommendations and sample policy to assist in remediation of the findings as it relates to segregation of duties and physical security. This will include interviews of inventory staff, detail review of current process and procedures, and consideration of available employees to segregate duties. We will collaborate with the County’s internal auditor as needed during this engagement. You are responsible for making all management decisions and performing all management functions, and for designating an individual with suitable skill, knowledge, or experience to oversee any business planning services and other services we provide. You are responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. 3. DETECTION: This engagement will not include any procedures designed to detect theft or illegal acts that are immaterial to the financial statements, and the Client agrees that we will have no responsibility to do so. 4, FEES: Our fees for these services will be $13,450 based on 80 hours of work as outlined in the attached addendum which is based on our agreed upon rates in the engagement letter dated June 1, 2015 . You will be billed for the actual hours incurred to complete the engagement. Any hours necessary in excess of the 80 to complete the project shall only be billed if authorized in writing by you. 5. BILLING: Invoices are due upon receipt. In the event that payment is not received within 30 days of the due date, the Client will be assessed interest charges of one percent per month on the unpaid balance. We reserve the right to suspend or terminate our work due to nonpayment. In the event that our work is suspended or terminated as a result of nonpayment, the Client agrees that we will not be responsible for the Client's failure to meet government and other filing deadlines, or for penalties or interest that may be assessed against the Client resulting from the Client’s failure to meet such deadlines. 6. EMPLOYMENT: In the event you desire to employ a current employee of Warren Averett, LLC or a previous employee of Warren Averett, LLC whose termination date is within 6 months of the date services were provided to you by us, you agree to consult with us concerning such employment. In addition, if you employ such employee, you agree Warren Averett, LLC has the option to receive a reasonable placement fee from you, in an amount determined by us not exceeding 25% of employee’s annual compensation at the time of termination. 7. LIABILITY: Warren Averett, LLC’s maximum liability to the Client for any reason shall be limited to the fees paid by the Client for the services or work product giving rise to the liability except and to the extent finally determined to have resulted from our willful misconduct. Without limiting the foregoing, Warren Averett, LLC’s liability under this agreement is limited to the actual and direct damages incurred by the Client arising out of or related to Warren Averett, LLC’s performance hereunder. In no event shall Warren Averett, LLC be liable for any incidental, consequential, special, indirect, punitive or third-party damages or claims, including, without limitation, lost profits or revenue, lost savi