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

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 savings, lost productivity, loss of data, loss of use of equipment and loss from interruption of business, regardless of whether the form of action is based upon breach of warranty, breach of contract, negligence, strict liability in tort or any other legal theory even if Warren Averett, LLC has been advised about the possibility of such damages. 8. DISPUTE RESOLUTION: The parties shall attempt to resolve any dispute arising under this Agreement by participating in mediation. The parties agree to share equally in the costs of such mediation. In the event the parties are unable to resolve the dispute through the mediation process, each party shall be free to pursue any other legal remedies. Page 2 of 2 9. INVALIDATION: In the event that any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of this agreement. 10. DISCLOSURE: From time to time, we may disclose your information to a service bureau that assists us in providing data processing services. We have secured agreements with these service bureaus to maintain the confidentiality of your information. Warren Averett, LLC will remain responsible for the work provided by any of these service bureaus. 1. TERM: This agreement shall survive the termination of the Client's engagement of Warren Averett, LLC. 12. AMENDMENT: The terms and conditions of this agreement (i) apply exclusively to the services specifically set forth in the “Services Provided” section herein (the “Current Specified Services”) and do not apply to any other services specifically addressed in a separate Terms of Engagement entered into between Warren Averett, LLC and the Client. This agreement replaces and amends all previous Terms of Engagement entered into between Warren Averett, LLC and the Client for the services specifically set forth in the “Services Provided” section herein (the “Current Specified Services”). This agreement does not impose upon Warren Averett, LLC any additional obligations or responsibilities with respect to any other Terms of Engagement entered into between Warren Averett, LLC and the Client. Any future amendments will be in writing and executed by both parties. 13. PUBLIC RECORDS: Warren Averett, LLC, shall allow public access to all documents, records and other materials in accordance with the provisions of Chapter 119, Florida Statutes, with the exception for any and all confidentiality and exemption provisions which may be applicable under law. The working papers shall remain the property of Warren Averett, LLC. 14. AUDIT: The County shall have the right from time to time at its sole expense to audit the compliance by Warren Averett, LLC with the terms, conditions, obligations, limitations, restrictions and requirements of this Agreement and such right shall extend for a period of three (3) years after termination of this Agreement. If the County should choose to invoke this provision, the County shall engage a CPA firm or a CPA, with recent peer review experience specific to governmental entities in Florida, to perform the function. 15. THIRD PARTY BENEFICIARIES: |t is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. 16. GOVERNING LAW & VENUE: This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. WARREN AVERETT, LLC fiv,a.b. Batouct— dza). Baliwt— July 7, 2015 | CLIENT SIGNATURE: If the foregoing is in accordance with the Client's understanding, please sign the copy of this letter in the space provided and return it to us. Acknowledged: Date Addendum | Estimated Hours Level Rate Per Contract Estimated Hours Total Partner 200 20 $ 4,000 Manager 170 35 5,950 Supervisory Staff 140 25 3,500 $ 13,450