Loading...
1963 RFP 17/18-50 Moore Stephens & LovelaceIA' _ /Cp�ITY OF�� j1OR,kyr FLORIDA Wednesday, September 26, 2018 TO: City Clerk/Mayor Rr=: Moore Stephens and Lovelace RFP 17/18-50 Auditing Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ® Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Special Instructions: Safe keeping; original document. Ma4-4ot aadoc%� e� SharePoint Finance_Purchasing_Forms - 2018.doc q-111a,Y CITY OF SANFORD AGREEMENT FOR AUDIT SERVICES WITH MOORE STEPHENS LOVELACE, P.A. (RFP 17/18-50 (AUDITING SERVICES)) THIS AGREEMENT made and entered into this Oday of�, 2018 by and between the City of Sanford, Florida, a municipality of the State of Florida, whose address is City Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, hereinafter referred to as the "CITY", and Moore Stephens Lovelace, P.A., a Florida corporation, whose principal and local address is 255 South Orange Avenue, Suite 600, Orlando, Florida 32801, hereinafter referred to as the "AUDITOR". The CITY and the AUDITOR are collectively referred to herein as the Parties. WITNESSETH: WHEREAS, the CITY desires to retain the AUDITOR to provide Audit Services as described in this Agreement; and WHEREAS, the CITY desires to empl-- `he AUDITOR for the performance necessary to support the activities, progrp- oJects of the CITY upon the terms and conditions hereinafter set forth W ')R is desirous of performing and providing such services upon and WHEREAS, the Ab ` ` y -ipresents to the CITY that it is competent and otherwise a t, d high quality services to the CITY; and WHEREAS the AUDITC. ., as and represents to the CITY that it will faithfully advise and serve the el, .,gals of the CITY in order to provide them with information, analysis and evalua is that will allow them to best serve the public interests and their role as the governing body of the CITY; and WHEREAS, the CITY desires to retain the AUDITOR to provide all labor, materials, equipment, facilities and services in accordance with, but not limited to, the guidelines in the Scope of Work; and WHEREAS, this Agreement is not subject to the provisions of the Consultants Competitive Negotiations Act although it has been competitively procured and the submissions of the AUDITOR in the response to the CITY's Request For Proposals (RFP), dated June 21, 2018, are incorporated herein by this reference thereto; and WHEREAS, the CITY desires to use the expertise and knowledge of the AUDITOR; and WHEREAS, the AUDITOR recognizes the importance to the public of strict adherence to all laws, rules and regulations with particular regard to safety procedure and process; and Page 1 of 22 WHEREAS, the City's Auditor Selection Committee/Audit Committee/Evaluation Committee meet on August 9, 2018 relative to RFP 17/18-50 (Auditing Services) and determined that the AUDITOR was the highest ranked auditing firm after a competitive procurement process had been implemented in accordance with sound, and generally accepted, public administration practices and principles. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the Parties hereto as follows: SECTION 1: GENERAL PROVISIONS. (a). The term "AUDITOR" as used in this Agreement is hereby defined herein as that person or entity, including employees, servants, partners, principals, agents and assignees providing services under this Agreement. (b). The AUDITOR acknowledges that the CITY may retain other service providers to provide the same services for CITY projects. The AUDITOR acknowledges that the CITY, at the CITY's option, may request proposals from the AUDITOR and the other service providers for CITY projects. The CITY reserves the right to select which services provider shall provide services for the CITY's projects. (c). The AUDITOR agrees to provide and ensure coordination between services providers. (d). This Agreement is for Audit Services, as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required. (e). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (f). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The person(s) executing this Agreement for the AUDITOR certify that they are authorized to bind the AUDITOR fully to the terms of this Agreement. (g). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. Page 2 of 22 (h). When the term "law" is used herein, said phrase shall include statutes, codes, rule and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. (i). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the AUDITOR (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. The AUDITOR is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. (j). Persons employed by the AUDITOR in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. (k). No claim for services furnished by the AUDITOR not specifically provided for herein shall be honored by the CITY. SECTION 2: SCOPE OF SERVICES. (a). The AUDITOR shall safely, diligently and in a professional and timely manner perform, with its own equipment and assets, provide services. Unless modified in writing by the parties hereto, the duties of the AUDITOR shall not be construed to exceed the provision of the services pertaining to this Agreement. The actions of the AUDITOR shall occur in accordance with sound and generally accepted auditing practices and principles. (b). The AUDITOR shall provide the services as generally set forth and described in Exhibit "A" to this Agreement which is the AUDITOR's response to the CITY's Request For Proposals (RFP), dated June 21, 2018. The Parties recognize that they may enter engagement letters from time -to -time in implementation of this Agreement which engagement letters shall not be inconsistent with the provisions of this Agreement (and if ambiguous as to that point; the terms and conditions and provisions of this Agreement shall prevail). The CITY's City Manager, or written designee, may enter such engagement letters on behalf of the CITY. SECTION 3: AUDITOR UNDERSTANDING OF SERVICES REQUIRED. Execution of this Agreement by the AUDITOR is a representation that the AUDITOR is familiar with the services to be provided and/or performed and with local conditions. The AUDITOR shall make no claim for additional time or money based upon its failure to comply with this Agreement. The AUDITOR has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and Page 3 of 22 providing the services and/or goods described in this Agreement, and that it is well acquainted with the work conditions and the components that are properly and customarily included within such projects and the requirements of laws, ordinance, rules, regulations or orders of any public authority or licensing entity having jurisdiction over the CITY's Projects. Execution of this Agreement shall be an affirmative and irrefutable representation by the AUDITOR to the CITY that the AUDITOR is fully familiar with any and all requisite work conditions of the provisions of the services. SECTION 4: AUDITOR RESPONSIBILITIES. (a). The AUDITOR shall be responsible for the professional quality, accepted standards, technical accuracy, neatness of appearance of employees, employee conduct, safety, and the coordination of all services furnished by the AUDITOR under this Agreement as well as the conduct of its staff, personnel, employees and agents. The AUDITOR shall accomplish all services set forth in Exhibit "A" and as may be otherwise set forth in this Agreement. The AUDITOR shall work closely with the CITY on all aspects of the provision of the services. With respect to services, the AUDITOR shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes only and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the AUDITOR under this Agreement. The AUDITOR shall, without additional compensation, correct or revise any errors or deficiencies in its analysis, data, reports and any and all other services of whatever type or nature. The AUDITOR's submissions in response to the CITY's procurement processes are incorporated herein by this reference thereto. (b). Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and the AUDITOR shall be and remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by the AUDITOR's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (c). The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. (d). Time is of the essence in the performance of all services provided by the AUDITOR under the terms of this Agreement. SECTION 5: CITY RIGHTS AND RESPONSIBILITIES. (a). The CITY shall reasonably cooperate with the AUDITOR in a timely fashion at no cost to the AUDITOR as set forth in this Section. Page 4 of 22 (b). The CITY shall furnish a CITY representative, as appointed by the designated representative to administer, review and coordinate the provision of services. (c). The CITY shall make CITY personnel available where, in the CITY, s opinion, they are required and necessary to assist the AUDITOR. The availability and necessity of said personnel to assist the AUDITOR shall be determined solely at the discretion of the CITY. (d). The CITY shall examine all of the AUDITOR's services and indicate the CITY's approval or disapproval within a reasonable time so as not to materially delay the provisions of the services of the AUDITOR. (e). The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (f). The CITY shall give written notice to the AUDITOR whenever the CITY's designated representative knows of a development that affects the services provided and performed under this Agreement, timing of the AUDITOR' s provision of services, or a defect or change necessary in the services of the AUDITOR. (g). The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. The CITY may assert its right of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement as well as the adjustment of payments made to the AUDITOR based upon the quality of work of the AUDITOR. (h). The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of the AUDITOR in carrying out the duties and responsibilities deriving from this Agreement. (i). The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (j). Neither the CITY, s review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor or any cause of action arising out of the performance of this Agreement and the AUDITOR shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY or the public caused by the AUDITOR, s negligent or wrongful provision or performance of any of the services furnished under this Agreement. Page 5 of 22 (k). The CITY is also responsible for the preparation of the other supplementary information, which the Auditor has been engaged to report on, in conformity with generally accepted accounting principles effective in the United States. (1). The CITY agrees to include the AUDITOR's report on the supplementary information in any document that contains and indicates that the AUDITOR has reported on the supplementary information. The CITY also agrees to include the audited financial statements with any presentation of the supplementary information that includes the AUDITOR report thereon. (m). CITY responsibilities include acknowledging to the AUDITOR in the written representation letter that: (1). the CITY is responsible for presentation of the supplementary information in accordance with GAAP; (2). the CITY believes the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3). the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4). The CITY has disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. (n). CITY Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. (o). CITY Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to the AUDITOR corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. (p). The CITY is responsible for providing CITY management's views on the AUDITOR's current findings, conclusions, and recommendations, as the AUDITOR has your planned corrective actions, for the report, and for the timing and format for providing that information. (q). The CITY is responsible to assume all management responsibilities relating to the financial statements, schedule of expenditures of Federal awards, related notes, and any other non -audit services that the AUDITOR provides. Page 6 of 22 (r). The CITY will acknowledge in the management representation letter the AUDITOR's assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the non -audit services by designating an individual, preferably from CITY management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. (s). The CITY will prepare all cash, accounts receivable, or other confirmations that the AUDITOR requests and will locate any documents selected by the AUDITOR for testing. (t). The CITY is responsible for: (1). establishing and maintaining effective internal controls, including internal controls over compliance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) Following laws and regulations; (3) Ensuring that there is reasonable assurance that CITY programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. (u). The CITY is also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of Federal awards, and all accompanying information in conformity with United States generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. (v). The CITY is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. The CITY is also responsible for providing the AUDITOR with: (1). access to all information of which the CITY is aware that is relevant to the preparation and fair presentation of the financial statements, (2). additional information that the AUDITOR may request for the purpose of the audit, and (3). unrestricted access to persons within the government from whom The AUDITOR determines it necessary to obtain audit evidence. Page 7 of 22 (w). The CITY's responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. (x). The CITY's responsibilities include adjusting the financial statements to correct material misstatements and confirming to the AUDITOR in the management representation letter that the effects of any uncorrected misstatements aggregated by the AUDITOR during the current provision of services and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. (y). The CITY is responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the CITY involving: (1). management, (2). employees who have significant roles in internal control, and (3). others where the fraud could have a material effect on the financial statements. (z). The CITY's responsibilities include informing the AUDITOR of the CITY's knowledge of any allegations of fraud or suspected fraud affecting the CITY received in communications from employees, former employees, granters, regulators, or others. (aa). The CITY is responsible for identifying and ensuring that the CITY complies with applicable laws, regulations, contracts, agreements, and grants. (bb). The CITY's management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that the AUDITOR reports. (cc). Additionally, as required by Uniform Administrative Requirements Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), it the CITY's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. (dd). The CITY is responsible for identifying all Federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in conformity with Uniform Administrative Requirements Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). (ee). The CITY agrees to include the AUDITOR report on the schedule of expenditures of Federal awards in any document that contains and indicates that the AUDITOR has reported on the schedule of expenditures of Federal awards. Page 8 of 22 (ff). The CITY also agrees to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes the AUDITOR's report thereon. (gg). The CITY's responsibilities include acknowledging to the AUDITOR in the written representation letter that: (1), CITY is responsible for presentation of the schedule of expenditures of Federal awards in accordance with OMB Circular A- 133; (2). The CITY believes the schedule of expenditures of federal awards, including its form and content is fairly presented in accordance with Uniform Administrative Requirements Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance); (3). The CITY's methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4). The CITY has disclosed to the AUDITOR any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. SECTION 6: COMPENSATION. (a). Compensation to the AUDITOR shall be as set forth in the schedule of charges which is on Page 69 of the AUDITOR's response to the AUDITOR's response to the CITY's RFP, dated June 21, 2018, which document is attached hereto and incorporated herein. (b). There are no reimbursable expenses to be paid to the AUDITOR except as specifically set forth herein. SECTION 7: INVOICE PROCESS. (a). Invoices, which are in an acceptable form to the CITY and without disputable items, which are received by the CITY, will be processed for payment within thirty (30) days of receipt by the CITY. (b). The AUDITOR will be notified of any disputable items contained in invoices submitted by the AUDITOR within fifteen (15) days of receipt by the CITY with an explanation of the deficiencies. (c). The CITY and the AUDITOR will make every effort to resolve all disputable items contained in the AUDITOR's invoices. Page 9 of 22 (d). Each invoice shall reference this Agreement and billing period. (e). The Florida Local Government Prompt Payment Act shall apply when applicable. A billing period represents the dates in which the AUDITOR completed services referenced in an invoice. (f). Invoices are to be forwarded directly to: Cynthia Lindsay Finance Director City Hall; City of Sanford, Florida 300 North Park Avenue Sanford, Florida 32771 SECTION 8: COMMENCEMENT/IMPLEMENTATION SCHEDULE OF AGREEMENT. The AUDITOR shall begin the first fiscal year audit of the CITY as directed by the CITY's Finance Director. SECTION 9: TERM/LENGTH OF AGREEMENT. (a). This Agreement shall be in effect for the annual audits for three (3) fiscal years; provided, however, that the City may extend the term of this Agreement for two (2) additional (1) fiscal year periods. (b). The maximum term for this Agreement and all renewals is a cumulative term of five (5) fiscal years. Should the CITY not wish to not have this Agreement automatically renewed, the CITY shall provide written notice ninety (90) days prior to the automatic renewal. SECTION 10: DESIGNATED REPRESENTATIVES. (a). The CITY designates Cynthia Lindsay, Finance Director of the CITY, or his designated representative, to represent the CITY in all matters pertaining to and arising from the work and the performance of this Agreement. (b). The CITY's Finance Director, or her designated representative, shall have the following responsibilities: (1). Examination of all work and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of the AUDITOR; (2). Transmission of instructions, receipt of information, and Page 10 of 22 interpretation and definition of CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; (3). Giving prompt written notice to the AUDITOR whenever the CITY official representative knows of a defect or change necessary in the project; and (4). Coordinating and managing the AUDITOR's preparation of any necessary applications to governmental bodies, to arrange for submission of such applications. (c). The AUDITOR's designated representative and the provision of services principal and who is responsible for supervising the services and signing the reports or authorizing another individual to sign them is: Kevin D. Murphy President Moore Stephens Lovelace, P.A. 255 South Orange Avenue Suite 600 Orlando, Florida 32801 SECTION 11: PAYMENT IN THE EVENT OF TERMINATION. In the event this Agreement is terminated or canceled prior to final completion without cause, payment for the unpaid portion of the services provided by the AUDITOR to the date of termination and any additional services shall be paid to the AUDITOR. SECTION 12: ACTION FOLLOWING TERMINATION. Upon receipt of notice of termination given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. SECTION 13: SUSPENSION. (a). The performance or provision of the AUDITOR's services under this Agreement may be suspended by the CITY at any time. (b). In the event the CITY suspends the performance or provision of the AUDITOR's services hereunder, the CITY shall so notify the AUDITOR in writing, such suspension becoming effective within seven (7) days from the date of mailing, and the CITY shall pay to the AUDITOR within thirty (30) days all compensation which has become due to and payable to the AUDITOR to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to the AUDITOR for the suspended provision of services unless and until the CITY's designated representative Page 11 of 22 notifies the AUDITOR in writing that the provision of the services of the AUDITOR called for hereunder are to be resumed by the AUDITOR. (c). Upon receipt of written notice from the CITY that the AUDITOR's provision of services hereunder are to be resumed, the AUDITOR shall continue to provide the services to the CITY. SECTION 14: EQUAL OPPORTUNITY EMPLOYMENTINON-DISCRIM INATION. The AUDITOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The AUDITOR, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. SECTION 15: INDEMNITY AND INSURANCE. (a). To the fullest extent permitted by law, the AUDITOR shall indemnify, hold harmless and defend the CITY, its agents, servants, officers, officials and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the AUDITOR, its agents, servants, officers, officials, employees, or subcontractors. Additionally, the AUDITOR accepts responsibility for all damages resulting in any way related to the performance of work. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the AUDITOR for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of the AUDITOR or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification Page 12 of 22 obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the AUDITOR or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by the AUDITOR shall obligate the AUDITOR to comply with the indemnification provision in this Agreement; provided, however, that the AUDITOR shall also comply with the provisions of this Agreement relating to insurance coverages. (f). The AUDITOR shall submit a report to the CITY within twenty-four (24) hours of the date of any incident resulting in damage or which is reasonably likely to result in a claim of damage. SECTION 16: INSURANCE. (a). The AUDITOR shall obtain or possess and continuously maintain the insurance coverage as set forth at Pages 42 through 44 of the AUDIOR's response to the CITY's RFO, dated June 21, 2018, which document is attached hereto and incorporated herein., from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the CITY and with only such terms and conditions as may be acceptable to the CITY. (b). All insurance other than Workers Compensation to be maintained by the AUDITOR shall specifically include the CITY as an additional insured. (c). The AUDITOR shall provide Certificates of Insurance to the CITY evidencing that all such insurance is in effect under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the CITY nor failure to disapprove the insurance furnished by the AUDITOR shall relieve the AUDITOR of the AUDITOR, s full responsibility for performance of any obligation including the AUDITOR' s indemnification of the CITY under this Agreement. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best, s Rating and Financial Size Category, the AUDITOR shall, as soon as the AUDITOR has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the AUDITOR has replaced the unacceptable insurer with insurance acceptable to the CITY, the AUDITOR shall be deemed to be in default of this Agreement. (d). The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the CITY by submission of a new Certificate of Insurance. Page 13 of 22 (e). The AUDITOR shall furnish Certificate of Insurance directly to the CITY, s designated representative. The certificates shall clearly indicate that the AUDITOR has obtained insurance of the type, amount and classification required by this Agreement. (f). Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g). The CITY shall not be obligated or liable under the terms of this Agreement to any party other than the AUDITOR. There are no third party beneficiaries to this Agreement. (h). The AUDITOR is an independent contractor and not an agent, representative, or employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement. (i). All insurance shall be primary to, and not contribute with, any insurance or self-insurance maintained by the CITY. SECTION 17: STANDARDS OF CONDUCT. (a). The AUDITOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the AUDITOR, to solicit or secure this Agreement and that the AUDITOR has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the AUDITOR, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b). The AUDITOR shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection or discrimination. (c). The AUDITOR hereby certifies that no undisclosed (in writing) conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of the AUDITOR, or any interest in property that the AUDITOR may have. The AUDITOR further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the CITY. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). The AUDITOR shall ensure that all taxes due from the AUDITOR are paid in a timely and complete manner including, but not limited to, occupational license tax. (e). If the CITY determines that any employee or representative of the AUDITOR is not satisfactorily performing his/her assigned duties or is demonstrating Page 14 of 22 improper conduct pursuant to any assignment or work performed under this Agreement, the CITY shall so notify the AUDITOR, in writing. The AUDITOR shall immediately remove such employee or representative of the AUDITOR from such assignment. (f). The AUDITOR shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. (g). The AUDITOR shall certify, upon request by the CITY, that the AUDITOR maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination of this Agreement. (h). If the AUDITOR or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination of this Agreement by the CITY. The AUDITOR shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the CITY. (i). The AUDITOR shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. 0). The CITY will not intentionally award publicly -funded contracts to any Auditor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider the employment by the AUDITOR of unauthorized aliens, a violation of Section 274A(e) of the INA. Such violation by the AUDITOR of the employment provisions contained in Section 274A(e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. (k). The AUDITOR agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CITY. The AUDITOR agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. (1). The AUDITOR shall ensure that all services are provided to the CITY after the AUDITOR has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (m). The AUDITOR shall advise the CITY in writing of it who has been placed on a discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a public entity, or may not transact business with any public entity. (n). The AUDITOR shall not engage in any action that would create a conflict of interest in the performance of that actions of any CITY employee or other person during the course of performance of, or otherwise related to, this Agreement or which would Page 15 of 22 violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. SECTION 18: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS. (a). The AUDITOR shall maintain books, records, documents, time and costs accounts and other evidence directly related to its provision or performance of services under this Agreement. (b). The AUDITOR shall maintain and allow access to the records required under this Section for a minimum period of five (5) years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c). The CITY may perform, or cause to have performed, an audit of the records of the AUDITOR before or after final payment to support final payment issued hereunder. This audit shall be performed at a time mutually agreeable to the AUDITOR and the CITY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to the AUDITOR may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the AUDITOR's conduct of the audit shall not delay final payment as required by this Section. (d). In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or a county or municipality with jurisdiction or any representatives, shall have access to any books, documents, papers, and records of the AUDITOR which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (e). In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Agreement, the AUDITOR shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY of the request for the refund. (f). The AUDITOR agrees to fully comply with all State laws relating to public records. In order to comply with Section 119.0701, Florida Statutes, the AUDITOR must: (1). Keep and maintain public records required by the CITY to perform the service. (2). Upon request from the CITY's custodian of public records, provide the public with a copy of the public records requested or allow the records to be inspected or copied within a reasonable time and at a cost that does not Page 16 of 22 exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Agreement and following completion of this Agreement if the AUDITOR does not transfer the records to the public CITY. (4). Upon completion of this Agreement, transfer, at no cost, to the CITY all public records in possession of the AUDITOR or keep and maintain public records required by the CITY to perform the service. If the AUDITOR transfers all public records to the CITY upon completion of this Agreement, the AUDITOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the AUDITOR keeps and maintains public records upon completion of this Agreement, the AUDITOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. (5). If the AUDITOR does not comply with a public records request, the CITY shall enforce any and all Agreement provisions in accordance with this Agreement. and the AUDITOR shall be subject to all rights and remedies of the CITY and the public under controlling State law. (6). A request to inspect or copy public records relating to this Agreement must be made directly to the CITY. If the CITY does not possess the requested records, the CITY shall immediately notify the AUDITOR of the request, and the AUDITOR must provide the records to the CITY or allow the records to be inspected or copied within a reasonable time. Failure by the AUDITOR to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the CITY. The AUDITOR shall promptly provide the CITY with a copy of any request to inspect or copy public records in possession of the AUDITOR and shall promptly provide the CITY with a copy of the AUDITOR's response to each such request. (g). The AUDITOR agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken. (h). IF THE AUDITOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE Page 17 of 22 AUDITOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.H000HIN@a SANFORDFL.GOV. SECTION 19: ASSIGNABILITY. The AUDITOR shall not sublet, assign or transfer any interest in this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written CITY approval. When approved by the CITY, written notice of such assignment or transfer shall be furnished promptly to the CITY. SECTION 20: SUBCONTRACTORS. (a). Any AUDITOR's proposed subcontractors shall be submitted to the CITY for written approval prior to the AUDITOR entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, occupational license tax proof of payment, and insurance certifications. (b). The AUDITOR shall coordinate the provision of services and work product of any CITY approved subcontractors, and remain fully responsible for such services and work under the terms of this Agreement. (c). Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractor to assume performance of the AUDITOR's duties commensurately with the AUDITOR's duties to the CITY under this Agreement, it being understood that nothing herein shall in any way relieve the AUDITOR from any of its duties under this Agreement. The AUDITOR shall provide the CITY with executed copies of all subcontracts. (d). The AUDITOR shall reasonably cooperate at all times with the CITY and other CITY contractors and professionals. SECTION 21: CONTROLLING LAWS/VENUE/INTERPRETATION. (a). This Agreement is to be governed by the laws of the State of Florida. (b). Venue for any legal proceeding related to this Agreement shall be in the Eighteen Judicial Circuit Court in and for Seminole County, Florida. (c). This Agreement is the result of bona fide arms length negotiations between the CITY and the AUDITOR and all parties have contributed substantially and materially Page 18 of 22 to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 22: FORCE MAJEURE. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION 23: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT. (a). This Agreement, together with the exhibit(s), if any, constitutes the entire integrated Agreement between the CITY and the AUDITOR and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral. (b). This Agreement may only be amended, supplemented or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. SECTION 24: NOTICES. (a). Whenever either party desires to give notice unto the other, it shall be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: For the CITY: Cynthia Lindsay Finance Director Page 19 of 22 City Hall; City of Sanford, Florida 300 North Park Avenue Sanford, Florida 32771 For the AUDITOR: Kevin D. Murphy President Moore Stephens Lovelace, P.A. 255 South Orange Avenue Suite 600 Orlando, Florida 32801 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The AUDITOR agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of the AUDITOR to comply with the express written notice requirements herein. Computer notification (e-mails and message boards) shall not constitute proper written notice under the terms of the Agreement. SECTION 25: WAIVER. The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. SECTION 26: NO GENERAL CITY OBLIGATION. In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY or the State of Florida and shall be subject to availability of funds to the CITY from governmental sources and shall only be payable solely from legally available revenues and funds. SECTION 27: EXHIBITS. Each exhibit referred to and attached to this Agreement is an essential part of this Agreement. The exhibits and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. Page 20 of 22 SECTION 28: CAPTIONS. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. SECTION 29: SEVERABILITY/CONSTRUCTION. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR). (a). In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies. (b). The AUDITOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute resolution procedures or which the AUDITOR had knowledge and failed to present during the CITY procedures. (c). In the event that CITY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 31: COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Page 21 of 22 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: the CITY through its City Council taking action on the day of June, 2018, and the AUDITOR signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Attest. Kevin D. Murphy President Authorized Corporate Signatory Attest. Iflow Traci Houchin, City Clerk 5p;tv Approved as to form and legal Z William L. Colbert City Attorney AUDITOR/ Moore Stephens Lovelace, P.A. Dan O'Keefe T%avw Authorized Corporate Signatory Date: r- " 1 Q' City Of Sanford By: u Page 22 of 22 CPAs & ADVISORS We are pleased to confirm our understanding of the services we are to provide the City of Sanford (the City) for the fiscal years ended September 30, 2018 — 2020, with an option to renew for two (2) additional one (1) fiscal year periods. We will audit the financial statements of the governmental activities, the business -type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the City as of and for the years ended September 30, 2018 through September 30, 2020. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to supplement the City's basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the City's RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by U.S. generally accepted accounting principles (U.S. GAAP) and will be subjected to certain limited procedures, but will not be audited: 1) Management's Discussion and Analysis 2) Budgetary Comparison Schedules 3) Pension RSI Schedules 4) OPEB RSI Schedules We have also been engaged to report on supplementary information other than RSI that accompanies the City's financial statements. We will subject the following supplementary information to the auditing proce- dures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accord- ance with auditing standards generally accepted in the United States of America, and we will provide an opinion on it in relation to the financial statements as a whole, in a separate written report accompanying our auditor's report on the financial statements or in a report combined with our auditor's report on the financial statements: 1) Combining and Individual Fund Financial Statements and Schedules 2) Schedule of Expenditures of Federal Awards and State Financial Assistance (if applicable) 255 South Orange Avenue, Suite 600 - Orlando, FL 32801-3428 - 407.740.5400 - 407.740.0012 (facsimile) - wwwmslcpa.00m im�irai�ru�emrmeuuuiuuim r�rur�uuieuu�ee�uuuuuuuiuu Moore Stephens Lovelace is an independent firm associated with Moore Stephens International Limited. City of Sanford Page 2 The following other information accompanying the financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor's report will not provide an opinion or any assurance on that other information: 1) Introductory Section 2) Statistical Section Audit Objectives The objective of our audit is the expression of opinions as to whether your financial statements are fairly presented, in all material respects, in conformity with U.S. GAAP and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. The objective also includes reporting on— Internal control over financial reporting and compliance with provisions of laws, regulations, contracts, and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. Internal control over compliance related to major federal programs and major state projects and an opinion (or disclaimer of opinion) on compliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance that could have a direct and material effect on each major federal program and major state project in accordance with the Single Audit Act Amendments of 1996 and Title 2 U.S. Code offederal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and the Florida Single Audit Act (if applicable), The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states that (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. The Uniform Guidance report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance (if applicable). Both reports will state that the report is not suitable for any other purpose. If during our audit we become aware that the City is subject to an audit requirement that is not encompassed in the terms of this engagement, we will communicate to management and those charged with governance that an audit conducted in accordance with U.S. generally accepted auditing standards (U.S. GAAS) and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996 (if applicable); the provisions of the Uniform Guidance (if applicable); the Florida Single Audit Act (if applicable); and the Rules of the Auditor General; and will include tests of accounting records, a determination of major programs in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express such opinions. We will issue written reports upon completion of our Single Audit(s) (if applicable). Our reports will be addressed to the Honorable Mayor and Members of the City Commission. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis -of -matter or other -matter paragraphs. If our opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue reports, or we may withdraw from this engagement. City of Sanford Page 3 We will also issue a written Management Letter, as required by Chapter 10.550, Rules of the Auditor General for Local Governmental Entity Audits, upon completion of the audit. Examination Objective The objective of our examination is the expression of an opinion about whether the City's investments were authorized by law and, if applicable, in accordance with your investment policy based on the requirements of Section 218.415, Florida Statutes. Our examination will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and will include tests of your records and other procedures we consider necessary to enable us to express such an opinion. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the government or to acts by management or employees acting on behalf of the government. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. GAAS and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regula- tions that do not have a direct and material effect on the financial statements or on major programs (if applicable). However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit (if applicable). Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receiva- bles and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by U.S. GAAS. City of Sanford Page 4 Audit Procedures—Internal Control Our audit will include obtaining an understanding of the government and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance and the Florida Single Audit Act (if applicable), we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal program and state project. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance and Florida Single Audit Act. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. Accordingly, we will express no such opinion. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, the Uniform Guidance and the Florida Single Audit Act (if applicable). Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City's compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. We are also responsible for communicating certain matters in accordance with the provisions of Chapter 10.550, Rules of the Auditor General, which govern the conduct of local governmental entity audits performed in the state of Florida. These matters will be communicated in the management letter. The Uniform Guidance and the Florida Single Audit Act (if applicable) require that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance applicable to major federal programs and state projects. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement and Florida Department of Financial Services State Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City's major federal programs and state projects. The purpose of these procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major federal programs and state projects in our report on compliance issued pursuant to the Uniform Guidance and the Florida Single Audit. Management Responsibilities Management is responsible for (1) designing, implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including internal controls over federal awards and state financial assistance, and for evaluating and monitoring ongoing activities to help ensure that appro- priate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is City of Sanford Page 5 also responsible for implementing systems designed to achieve compliance with applicable laws, regula- tions, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards and state financial assistance, and all accompanying information in conformity with U.S. GAAP; and for compliance with applicable laws and regulations (including federal and state statutes) and the provisions of contracts and grant agreements (including award agreements). Your responsibilities also include identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance and the Florida Single Audit Act (if applicable), (3) additional information that we may request for the purpose of the audit, and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements as a whole. You are responsible for the City's compliance with investment provisions in accordance with Section 218.415, Florida Statutes. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) manage- ment, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowl- edge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agree- ments, and grants. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. Additionally, as required by the Uniform Guidance and the Florida Single Audit Act, it is manage- ment's responsibility to evaluate and monitor noncompliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance; take prompt action when instances of noncompliance are identified, including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings (if applicable); and prepare a summary schedule of prior audit findings and a separate corrective action plan (if applicable). You are responsible for identifying all federal awards and state financial assistance received and under- standing and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards and state financial assistance (including notes and non-cash assistance received) in conformity with the Uniform Guidance and the Florida Single Audit Act (if applicable). You agree to include our report on the schedule of expenditures of federal awards and state financial assistance in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards and state financial assistance. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards and state financial assistance that includes our report thereon, or make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards and state financial assistance no later than the date the schedule of expenditures of federal awards and state financial assistance are issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible City of Sanford Page 6 for presentation of the schedule of expenditures of federal awards and state financial assistance in accord- ance with the Uniform Guidance and the Florida Single Audit Act; (2) you believe the schedule of expendi- tures of federal awards and state financial assistance, including their form and content, are stated fairly in accordance with the Uniform Guidance and the Florida Single Audit Act; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations under- lying the measurement or presentation of the schedule of expenditures of federal awards and state financial assistance. You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. GAAP. You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with U.S. GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with U.S. GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing manage- ment's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any documents selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings (if applicable). It is management's responsibility to electronically submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditor's reports, and corrective action plan), along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. The Data Collection Form and the reporting package must be submitted within the earlier of thirty (30) calendar days after receipt of the auditor's reports or nine months after the end of the audit period. We will provide copies of our reports to the City; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Moore Stephens Lovelace, P.A. (MSL) and constitutes confidential information. However, subject to applicable laws and regulations, audit documen- tation and appropriate individuals will be made available upon request and in a timely manner to the City or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accounta- bility Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of MSL personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. City of Sanford Page 7 Subject to applicable state and federal law, the audit documentation for this engagement will be retained for a minimum of seven (7) years after the report release date or for any additional period requested by a federal or state agency. If we are aware that a federal or state awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation. MSL and Moore Stephens Tiller LLC have been defined as a network within an association under AICPA Rules of Professional Conduct. You confirm to us that you are not aware of any prohibited relationship that would impair our independence under AICPA Rules of Professional Conduct between our firm and Moore Stephens Tiller LLC and its employees. We are also not aware of any such relationships. Dan O'Keefe is the engagement partner and is responsible for supervising the engagement and signing the reports. Our fee for these services will be at our standard hourly rates, except that we agree that our gross fee will not exceed the following for the fiscal years ending September 30 as indicated below: YEAR ANNUAL FEE 2018 $70,000 2019 $70,000 2020 $70,000 2021 $72,000 2022 $72,000 Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Invoices for these fees will be rendered on an interim basis during the progress of our engagement. In the event we are requested or authorized by the City or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engage- ments for the City, the City will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. This agreement will be interpreted in accordance with Florida law and the terms and conditions as required by the Florida Board of Accountancy, where applicable. � rrII Fx 11 A CITY COMMISSION MEETING City Commission Chambers 11Floor Sanford City Hall MONDAY, August 27, 2018 300 North Park Avenue 7 PM - Sanford, Florida In accordance with the Americans with Disabilities Act, persons with disabilities needing assistance to participate in any of these proceedings should contact the City Clerk at 407.688.5010 at least 48 hours in advance of the meeting. Advice to the public: If a person decides to appeal a decision made with respect to any matter considered at the above meeting or hearing, he or she may need a verbatim record of the proceedings, including the testimony and evidence, which record is not provided by the City of Sanford. (FS 286.0105) Speaking Before the City Commission. There is a three (3) minutes time limit for each speaker on each item, except a person representing an organization and presenting its views during a quasi-judicial hearing will be allowed five (5) minutes, and a person speaking under Citizen Participation will also be allowed five (5) minutes. Your cooperation is appreciated in observing the time limit policy. Each person desiring to address the City Commission on an agenda item pending before the City Commission must, before addressing the City Commission, legibly complete a citizen's input form and submit the form to the City Clerk or designee. Pledge of Civility. A resolution was adopted by the City Commission of the City of Sanford recognizing the importance of civility, decency, decorum and respectful behavior in promoting citizen participation in a democratic government. The City of Sanford calls upon the elected officials, employees, and the public to exercise civility toward each other. (Resolution No. 2226, 04/11/11) AGENDA CA TO ORDER: Meeting call to order by Mayor Triplett. CEREMONIAL MATTERS: Legislative Prayer Pledge of Allegiance 14) Presentations, Proclamations and Awards: Presentation of Resolution No. 2746 recognizing 50 years of Municipal Home Rule in the Constitution of the State of Florida. USINESS OF THE COMMISSION: 5) Minutes: August 13, 2018 Joint Special Meeting with Sanford Airport Authority; August 13, 2018 Work Session and Regular Meeting. �6) CONSENT AGENDA: The actionproposed to be taken is stated for each item on the Consent Agenda. Unless the item is removed from the Consent Agenda by a City Commission member, no discussion on individual items will occur and a single motion will approve all items. [Commission Memo 18-183] A. Approve Change Order No.1 to Condor Construction Corporation in an amount not to exceed $74,766.78 for IFB 16/17-18, The Terwilleger Trail Project. JB. Approve award of Bid #IFB 17/18-42 to All Terrain Tractor Service, Inc. and approve the implementing procurement for the Cloud Branch III Secondary JDrainage Project in an amount not to exceed $147,407.87. C. Approve the special event permit with street closures and a noise permit for the "9th Annual Turkey Day 5K" at 8 AM on Thursday, November 22, 2018. D. Approve the special event permit for the "Fast & Free Flu Shot" on Wednesday, September 26, 2018. E. Approve the selection for independent audit services to Moore Stephens Lovelace and authorize the City Manager to formalize an audit agreement. F. Approve the purchase from CDWg using state contracts 43211500-WSCA- 1 & 43211500-WSCA-15ACS and national contracts 2018011-01 & 100614#CDWg in an amount not to exceed $117,812.50 G. Approve the School Resource Officer Agreement between the Seminole County School Board and the City of Sanford in the amount of $682,471. 7) PUBLIC HEARINGS: The purpose of a Public Hearing is to receive input regarding the item being considered. Public Hearings are not intended to be -a time for the public to obtain information about the subject matter of the hearing. (Hearing Sequence: 1st - staff; 2nd - applicant/requesting party; 3rd - public; final - City Commission motion, discussion and action.) OF r rl FLORIDA CITY COMMISSION MEMORANDUM 18.183 AUGUST 27, 2018 T H -111 Alf dM b V, fhC' C O. WWI ayor an em ers o t e rty ommission PREPARED BY: Traci Houchin, City Clerk, CMC, FCRM SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager SUBJECT: Consent Agenda SYNOPRSIS: WS RM Item No. 6: " Approval of the consent agenda is requested. A. .APPROVE CHANGE ORDER NO.I TO CONDOR CONSTRUCTION CORPORATION IN AN AMOUNT NOT TO EXCEED .$74,766.78 FOR IFB f 6l f 7-i8, THE TERWILLEGER TRAIL PROJECT STRATEGIC PRIORITIES: Unify Downtown & the Waterfront - Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of Change Order No. 1 to Condor Construction Corporation of Orlando for IFB 16/17- 18, Terwilleger Trail is requested. F'ISCALISTAFFING STATEMENT: Funding in the amount of $74,766.78 is requested and available in the Recreation Impact Fee fiend. BACKGROUND: An unforeseen condition as it relates to trail elevation was encountered during the grading after the clearing and grubbing. Plan revisions to the trail require realignment and raising the elevation to avoid potential drainage issues. Funding in the amount of $74,766.78 is being requested for additional itemized changes to the project scope as detailed in the accompanying change order. The original contract is $534,294.96 bringing the total cost of the project to $609,061.74 with funding from the Recreation Impact Fee. RECOMMENDATION: It is staffs recommendation that the City Commission award Bid # IFB 17/18-42 to All Terrain Tractor Service, Inc. and approve the implementing procurement activities in an amount not to exceed $147,407.87. C. APPROVE THE SPECIAL EVENT PERMIT WITH STREET CLOSURES AND A NOISE PERMIT FOR THE 119TH ANNUAL TURKEY DAY .5K" AT 8 AM ON THURSDAY, /NOVEMBER 22, 20 98. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ® Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of a special event permit application for the "91h Annual Turkey Day SK" at 8 AM on Thursday, November 22, 2018 is being requested. F'ISCALISTAF'F'ING STATEMENT: Costs for City services are estimated to be $1,804.83 and will be paid by the sponsor, Pedal Driven Company, of Sanford. City services include security, a dumpster, street personnel, barricades and electricity. BACKGROUND: The applicant requests the approval of the 91h Annual Turkey Day 5K at 8 AM on Thanksgiving Day in downtown Sanford. This very successful 5K has approximately 1,000 registered runners with all age ranges represented. The applicant has chosen one of Sanford's three certified and approved 5K Courses. The applicant requests a noise permit and street closures from 5 —10 AM. If approved, this would assist in facilitating the strategic priority listed as "Promote the City's Distinct Culture" in the Imagine Sanford strategic plan approved by the City Commission. LEGAL REVIEW: No legal review requested of the City Attorney. RECOMMENDATION: It is staff's recommendation that the City Commission approve this special event permit with street closures and a noise permit. D. APPROVE THE SPECIAL EVENT PERMIT FOR THE "FAST & FREE FLU SHOT" ON WEDNESDAY, SEPTEMBER 26, 2018. SYNOPSIS: Approval of the selection and contract award with Moore Stephens Lovelace, the independent auditor selected by the City Audit Committee, is proposed. FISCAL/STAFFING STATEMENT: The award of the independent auditor contract would consist of audit fees for the FY 2018 -FY 2020 audit in the amount of $70,000 and increased to $72,000 for the fourth and fifth years of the contract. This is a reduction of $5,380 over the 2017 audit fees of $75,380. BACKGROUND: The RFP for Independent Audit services, was solicited on May 21, 2018 and opened June 21, 2018. The City received six proposals and the Audit Committee ranked those proposals as follows: Cherry Clifton James McDirmitt Mauldin & Moore Bekaert Larson Moore Davis & Jenkins, Stephens & CPA's & Allen CPA and Company, LLC Lovelace Advisors Consultants LLC CPA's & Advisors 282 1 271 288 271 273 300 The City's Audit Committee evaluated the proposals submitted by the qualified firms and is recommending the firm scored highest by the Committee. LEGAL REYIEw: No legal review requested of the City Attorney. RECOMMENDATION: It is staff's recommendation that the City Commission approve the selection for the independent audit services to Moore Stephens Lovelace and authorize the City Manager to formalize an audit agreement. F. APPROVE THE PURCHASE FRom CDWG USING STATE CONTRACTS 4321 f 500-WSCA-1 & 43211500-WSCA-15ACS AND NATIONAL CONTRACTS 20 1 80 f 1-01 & Y 006 1,4#CDWG. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of payment in the amount of $117,812.50 based on state and national contracts for aging City computer equipment for Fiscal Year 2018. BACKGROUND: Thirteen SRO's are deployed full time to their assigned schools. During the school year the officer's primary responsibility is working at the school and related functions. These officers foster better relations between students, law enforcement, and faculty. Officers also provide presentations to students, faculty and parents concerning various law enforcement related subjects. The most significant of these programs is the Focus on Safety Program which is a ten week program that teaches children about subjects such as bullying, drugs, internet safety, etc. During the off months the officers may take leave, attend SRO related training, or remain involved with youth from their respective schools. In the many years of our SRO program, officers have been successful in developing youth related summertime projects. The Sanford Police Department is dedicated to a community policing philosophy. The SRO program has been integrated into this process, providing an additional tool for the overall mission of the Sanford Police Department and the Seminole County School Board. LEGAL REVIEW: The Assistant City Attorney has reviewed and approved the agreement. RECOMMENDATION: It is staff's recommendation that the City Commission approve the School Resource Officer Agreement which compensates the City in the amount of $682,471. SUGGESTED MOTION: "I move to approve the Consent Agenda."