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663-Greene Dycus & Co AGREEMENT This Agreement is entered into this 12th day of August, 1997, between the City of Sanford, a municipal corporation of the State of Florida, hereinafter referred to as the "City" and Greene, Dycus & Co., P.A., C.P.A., a firm of Certified Public Accountants registered and licensed in the State of Florida, hereinafter referred to as the "Auditors". WITNESSETH: That for and in consideration of the mutual performance of the terms and conditions herein, both parties agree, as follows: SECTION: PURPOSE AND SCOPE OF THE ENGAGEMENT 1. The audit of the City's general purpose financial statements and the combining, individual fund and account group financial statements (other than the Airport Authority Fund) as of and for the year ended September 30, 1997 will be made in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards. issued by the Comptroller General of the United States, the Single Audit Act of 1996, and the provisions of OMB Circular A-133. The Auditors will utilize the guidance provided in the AICPA audit guide, Audits of State and Local Govemments. The Auditors will also consider any specific grant, bond or other legal covenant requirement in performing the audit. The objective of an audit is the expression of an opinion concerning whether the financial statements present fairly, in all material respects, the financial position of the City and the results of its operations and cash flows of its Proprietary Funds in conformity with generally accepted accounting principles. As part of the audit, the Auditors will consider the City's internal controls over financial transactions and assess control risk, as required by generally accepted auditing standards, for the purpose of establishing a basis for determining the nature, timing, and extent of auditing procedures necessary for expressing their opinion concerning the financial statements. The Auditors will also, as discussed later, consider and test the City's internal control policies and procedures used in administering federal financial assistance programs. The management of the City is responsible for establishing and maintaining internal controls. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs for internal control policies and procedures. The objectives of internal controls are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles. Because of the inherent limitation in any internal control structure, errors or irregularities may nevertheless occur and not be detected. Also, projection of any evaluation of internal controls to future periods is subject to the risk that procedures may become inadequate because of changes in conditions or that the effectiveness of the design and operation of policies and procedures may deteriorate. As required by Government Auditing Standards, the Auditors will prepare a separate written report on their understanding of the City's internal controls and the assessment of control risk made as part of the financial statement audit. The report will include: (1) the scope of their work in obtaining an understanding of the internal controls and in assessing the control risk, (2) the City's significant internal controls including the controls established to ensure compliance with laws and regulations that have a material impact on the general purpose financial statements, and (3) the reportable conditions, including the identification of material weaknesses, identified as a result of their work in understanding and assessing control risk. The audit will include procedures designed to provide reasonable assurance of detecting errors and irregularities that are material to the general purpose financial statements. The Auditors shall not be responsible for undetected concealment through collusion and forgery because the Auditors shall use a selective-testing-of- data method of auditing. Similarly, in performing the audit, the Auditors will be aware of the possibility that illegal acts may have occurred. However, it should be recognized that the audit provides no assurance that illegal acts generally will be detected, and only reasonable assurance that illegal acts having a direct and material effect on the determination of general purpose financial statements amounts will be detected. The Auditors will inform the City with respect to illegal acts or material errors or irregularities that come to their attention during the course of the audit. Compliance with laws, regulations, contracts, and grants applicable to the City is the responsibility ofthe City's management. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, the Auditors will perform tests of the City's compliance with certain provisions of laws, regulations, contracts, and grants. 2 As required by govemment auditing standards, the Auditors will prepare a separate written report on their test of compliance with applicable laws and regulations. This report will contain a description of all material instances of noncompliance. As required by OMB Circular A-133, the Auditors will consider and test the City's internal control policies and procedures used in administering federal financial assistance programs. Based on this consideration and these tests, the Auditors will assess risk and determine the nature, timing, and extent of testing compliance with requirements that, if not complied with, could have a material effect on a major federal financial assistance program. In addition, the Auditors will prepare a separate written Management Letter as required by Section 11.45(3)(a)4, Florida Statutes and defined in Rule 10.554(1 )(T'), Rules of the Auditor General. A draft of the management letter is to be discussed with key staff members before its issuance in final form. Since it is anticipated that the City will expend federal and qualifying state awards as defined in the amended Single Audit Act, the audit will comply with the revised standards. The Single Audit Act of 1996 is effective for the City's audit year ended September 30, 1997. The auditors will utilize and comply with those auditing and reporting requirements applicable to the Single Audit Act effective for the City's September 30, 1997 year end audit. At the conclusion of the engagement, the City's management will provide to the Auditors a representation letter that, among other things, will confirm management's responsibility for the preparation of the financial statements in conformity with generally accepted accounting principles, the availability of financial records and related data, the completeness and availability of all minutes of City meetings, and the absence of irregularities involving management of those employees who have significant roles relating to internal controls. 2. The Auditors agree to prepare and type, in "printer's proof' format, the Comprehensive Annual Financial Report. 3. Firm representatives must be available to attend a public meeting for discussion of the final audit report. 4. The Auditors agree to perform a substantial portion of the audit on City premises. The City agrees to furnish adequate working space that is well lighted, reasonable comfortable and proximate to accounting records. 5. The Auditors agree to provide all equipment, materials, supplies and personnel services to perform the audit. SECTION 2: AUDIT SCHEDULE 1. The City agrees to close the books and preepare preliminary working trial balances by November 14, 1997, and the majority of required schedules and a final working trail balance, by November 30, 1997. 2. The Auditors shall conduct the audit examination so that their field work will be completed by January 16, 1998. Should circumstances beyond the Auditors' control cause a delay in this date, the Auditors shall notify the City of such delay by January 6, 1998, the reasons therefore, and an estimate of revised completion date. 3. The Auditors shall submit a draft of their management letter no later than January 15, 1998. 4 The Auditors agree to provide the City with the "printers proof' of all compliance reports required by the Single Audit Act, OMB A-133 and the Rules of the Auditor General no later than January 30, 1998. 5. The Auditors agree to submit copies of their proposed adjustments to the City no later that January 27, 1998, and deliver their Independent Acceuntant's Report and "printer's proof" of the Comprehensive Annual Financial Report no later than February 3, 1998. 6. The Auditors will provide 100 copies of the final CAFR. The City will furnish to the Auditors covers and divider pages only if the City wishes to have personalized color covers. Should the City opt for cardstock covers and dividers, all printing costs will be covered by the Auditors. SECTION 3: AUDIT STANDARDS AND PROCEDURES 1. The Auditors agree to staff the audit with personnel educated and experienced in performing audit services to locel municipalities. Specifically, the Auditors anticipate utilizing Gregory W. LeFils, C.P.A., as the "Engagement Partner". Additionally, the Auditors will utilize Thomas F. Reilly, C.P.A., as the Concurring Technician and Elroy McConnell, C.P.A., C.I.A., C.F.S.A, as the in-charge Manager responsible for field work. Auditors' personnel utilized in conduct of services to be performed 4 pursuant to this Agreement shall only be full-time permanent employees of Greene, Dycus & Co., P.A., C.P.A or Holland & Reilly. Any changes in senior level personnel from those included in this agreement must be approved by the City's Finance Director. 2, The Auditors agree to utilize the City's staff to perform work of an assisting nature, consistent with generally accepted auditing standards, and whenever qualified City employees are available. 3. We understand the workpapers for this engagement are the property of the Auditors and constitute confidential information. However, we may be requested to make certain workpapers available to Federal or State Agencies pursuant to authority given to them by law or regulation. If requested, access to such workpapers will be provided under the supervision of the Auditors' personnel. Furthermore, upon request, we may provide photocopies of selected workpapers to these Agencies, who may intend, or decide, to distribute the photocopies or information contained therein to others, including other governmental agencies. These workpapers will be maintained in accordance with the provisions of these agencies. 4. The Auditors shall not assign, sublet or otherwise dispose of, without first obtaining the written consent of the Finance Director, the services to be performed pursuant to this Agreement, or any portion thereof. 5. All work and reports performed and submitted by Auditors pursuant to this Agreement shall be in accordance with applicable State and Federal laws and regulations. 6, The City shall make available to the Auditors any and all financial records, books, supporting documents, commission minutes, policies, contracts, agreements, budgets, personnel assistance and any other records or requests as may be mutually considered necessary in the conduct of the aforesaid audit and related services. 7. The Auditors shall coordinate with the Finance Director for the purpose of arranging an exit conference at the conclusion of the audit of the City. A draft copy of all reports shall be made available by the Auditors to the Finance Director for inspection prior to the said audit exit conference meeting. 8. The Auditors will keep adequate records and supporting documentation applicable to this contract. Said records and documentation will be retained by the Auditors for a minimum of three (3) years from the issuance of each fiscal year audit to the City Commission. 5 9. In order to properly serve the public interest, if the Auditors in the course of their audit examination should discover evidence pointing to nonfeasance, malfeasance or misfeasance on the part of any officer or employee of the City or its agencies, said Auditors will immediately give notice thereto to the the City Manager unless the officer or employee is the City Manager in which case the notice will be given to the Mayor and City Commissioners. 10. Audit requirements for Fiscal Year 1997 shall commence upon execution of this Agreement by both parties. 11. During the performance of this Agreement, Auditors herein assure the City that said Auditors are in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Human Rights Act of 1977 in that the Auditors do not on the grounds of race, color, national origin, religion, sex, age, disability, or marital status, discrimminate in any form or manner against said Auditors' employees or applicants for employment. Auditors understand and agree that this agreement is conditioned upon the veracity of this statement of assurance. Furthermore, Auditors herein assure the City that said Auditors will comply with Title VI of the Civil Rights Act of 1964 when Federal grants are involved. Other applicable Federal and State laws, executive orders and regulations prohibiting discrimination as hereinabove referenced are included by this reference hereto. This statement of assurance shall be interpreted to include the Vietnam era veterans within its protective range of applicability. 12. This Agreement shall be governed by the laws of the State of Florida. Venue for any actions arising out of the Agreement will lie in Seminole County, Florida. SECTION 4: FEES AND TERMS OF PAYMENT 1. The Auditors' fee for all audit services outlined in Sections 1, 2 and 3 of this contract is computed on the basis of actual time spent. The Auditors will absorb all out-of- pocket costs associated with the audit. On the foregoing basis, the City agrees to pay the Auditors the total maximum fee of $ 39,000.00 for the audit of the fiscal year ending September 30, 1997. This amount will be adjusted annually for inflation by utilizing the Consumer Price Index, (CPI), as a guide as published by the United States Federal Government for the twelve months ended December 31, of the same calendar year as the City's Fiscal year end audit. The base CPI for this contract begins October 1, 1997. The amount as so determined above will be final, except for any adjustments or renegotiations required under Section 5.1 or 5.2 of this contract negotiated in writing in advance. All billings will contain a schedule of professional fees reflecting staff professional level, hours charged and an aggregate hourly rate. The actual fees due shall be a product of the total hours worked times 6 the hourly fee for each staff member utilized on the engagement. Compensation paid annually to Auditors for performance of services required herein shall not exceed the fees projected for each annual audit, except as provided herein. 2. The Auditors will render interim billings as work progresses and the City agrees to pay the interim billings within 30 (thirty) days after receipt. Interim payments shall be determined by the amount of work completed at the time an invoice is submitted. In accordance with firm policy, work may be suspended if account balance becomes 30 days or more overdue. 3. The City agrees to pay the final billing, which represents 10% of the total fee as defined above, within thirty (30) days after all the following conditions have been met: a. Auditors have rendered their signed Independent Accountant's Report and applicable Internal Control and Compliance reports. b. Auditors have rendered the final Management Recommendation Letter. c. Auditors have submitted the Comprehensive Annual Financial Report in "printer's proof' format; and d. Auditors shall provide 100 copies of the Comprehensive Annual Financial Report. Color covers and tab costs shall be paid by the City. 4. The Auditors agree to comply with all applicable labor laws regarding employment and pay of its employees. 5. Compensation payable pursuant to Section 4 and any amendments to this Agreement may be withheld if the final audit report does not meet the requirements of Section 11.45, Florida Statutes, and/or any other State or Federal rules and regulations applicable to said audits. Compensation may be withheld until all discrepancies are corrected and conform to above requirements. Any and all work required to comply with all applicable State and Federal laws, rules and regulations shall be performed by Auditors in accordance with the fee set forth in Section 4 or any amendments thereto. SECTION 5: ADDITIONAL SERVICES 1. The Auditors are not required to render any information or service to employees of the City or to make any studies or investigations at the request of any individual, except as herein provided for. However, this paragraph is not intended to preclude or discourage incidental inquiries of the Auditors by Commissioners or City staff. It will be the Auditors' practice to respond to such incidental inquiries without additional charge to the City as a matter of courtesy. If, in the Auditors' judgement, the level of time for such inquiries becomes substantial, the Auditors will notify the City and negotiate a change in this contract for the cost of such additional services. 2. The City may, from time to time, desire the Auditors to change or increase the scope of work. This may include the addition of records and procedures in its audit program. Such requests for additional work will be submitted in writing to the Auditors by the Finance Director with approval by the City Commission. The Auditors will be compensated based on their normal hourly billing rate in effect at the time of the request. Additional services performed under this subsection will be billed to the City separately from normal audit billings. 3. The Auditors must notify the City via the Finance Director of any comments received from the Auditor General of the State of Florida regarding any deficiencies noted in the reports of the City. 4. The Auditors agree to disclose any findings disclosed in Peer Review reports regarding the audit of the City. 5. The Auditors will perform a full scope audit of the City which includes an audit of the financial statements and compliance as required by Governmental Auditing Standards. Throughout the term of this contract, if significant increases or decreases in the required scope of the audit is necessary due to changes in regulatory or other authoritative pronouncements, the impact of these changes will be discussed to arrive at a new fee estimate. However, if changes occur that do not significantly effect those procedures normally performed under as full scope audit, no change in the fee estimate will be necessary. (The effects of the 1996 revision to the single audit act have been included within the scope of this fee estimate). SECTION 6: INSURANCE AND INDEMNIFICATION Prior to commencement and until termination of work for or on behalf of the City, the Auditors shall procure and maintain insurance of the types and to the limits specified. The term "City" as used in this section of the Agreement is defined to mean the City of Sanford itself, any subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents. The Auditors shall be responsible for providing and maintaining insurance and contractual 8 agreements for a minimum pedod of at least three (3) years subsequent to the City's acceptance and annual renewal of the auditors. With regard to the Auditors' obligation to purchase Errors and Omission/Accountant's Professional Liability coverage on a "claims-made" basis, such coverage shall be continuously renewed by the Auditors for a period of not less than three (3) years subsequent to the City's final payment to the Auditors for services rendered under this Agreement. If it is not reasonably possible for such coverage to be continuously renewed during the previously defined time period, an "extended claims reporting period" endorsement will be purchased by the Auditors which will provide coverage for claims made against the Auditors and/or the City up until the end of the third year of the three (3) years subsequent to the City's final payment to the Auditors for services rendered under this Agreement. Insurance shall be issued by an insurer whose business reputation, financial stability and claims payment reputation is satisfactory to the City, for the City's protection only. Unless otherwise agreed, the amounts, form and type of insurance shall conform to the following minimum requirements: 1. WORKERS COMPENSATION The Auditors shall purchase and maintain Worker's Compensation Insurance Coverage for all Worker's Compensation obligations, whether legally required or not. Additionally, the policy, or separately obtained policy, must include Employers Liability Coverage of at least $500,000 each person-accident, $100,000 each person-disease, $100,000 aggregate-disease. 2. COMPREHENSIVE GENERAL. ERRORS AND OMISSIONS/ACCOUNTANTS PROFESSIONAL LIABILITY AND UMBRELLA LIABILITY COVERAGES The Auditors shall purchase coverage on forms no more restrictive than the latest editions of the Comprehensive General Liability and Business Auto policies filed by the Insurance Services Office. The City of Sanford shall be an Additional Insured on all coverages except Worker's Compensation and Errors & Omissions/Professional Liability. The City of Sanford shall be an Additional, Named Insured and such coverage shall be at least as broad as provided to the Named Insured under the policy for the terms and condition agreement. The City shall not be considered liable for premium payment, entitled to any premium return or dividend, and shall not be considered a member of any mutual or reciprocal company. Minimum limits of $1,000,000 per occurrence, and per accident, combined single limit for liability must be provided, with umbrella insurance coverage making up any difference between the policy limits of underlying policies coverage and the total amount of coverage required. Errors and 9 Omissions/Professional Liability coverage may be provided on a "claims-made" basis (defined as being equal to the minimum requirements of the Insurance Service Office's latest policy form), in the amount of $1,000,000 Combined Single Limit for all liability, with umbrella insurance coverage making up the difference between the policy limits of the underlying coverage and the total amount of coverage required. Comprehensive General Liability coverage must be provided, including bodily injury and property damage liability for premises, operations, products and completed operations and independent contractors exposures. Broad Form Comprehensive General Liability coverage, or its equivalent, shall provide at least broad form contractual liability applicable to this specific Agreement, personal injury liability, non-owned automobile liability and broad form property damage liability. The coverage shall be written on an occurrence-type basis. Errors and Omissions/Accountant's Professional Liability insurance coverage must be provided to afford protection for errors and omissions arising out of services provided under, or associated with, this Agreement. This coverage shall be on a form which is no more restrictive than the latest edition of the Errors and Omissions/Accountant's Professional Liability coverage form as written by Continental Casualty Company, Inc. (CNA Insurance Subsidiary). The maximum deductible acceptable under this form is $100,000 per claim, and in the aggregate. Umbrella Liability Insurance coverage shall not be more restrictive than the underlying insurance policy coverages. The coverage shall be written on an occurrence-type basis. 3. CERTIFICATES OF INSURANCE Required insurance shall be documented in the Certificates of Insurance which provide that the City of Sanford shall be notified at least thirty (30) days in advance of cancellation, non-renewal or adverse change or restriction in coverage. The City of Sanford shall be named on each certificate as an Additional Insured and this contract shall be listed. If required by the City, the Auditors shall furnish copies of the Auditors' insurance policies, forms, endorsements, jackets and other items forming a part of, or relating to, such policies. Certificates shall be on the "Certificate of Insurance" form equal to, as determined by the City, an ACORD25. Any wording in Certificate which would make notification of cancellation, adverse change, or restriction in coverage to the City an option shall be deleted or crossed out by the insurance carrier or the insurance carrier's agent or employee. The Auditors shall replace any canceled, adversely changed, restricted or non-renewed policies with new policies acceptable to the City and shall file with the City Certificates of Insurance under the new policies prior to the effective date of each cancellation, adverse change or restriction. If any policy is not timely replaced, in a manner acceptable to the City, the Auditors shall, upon instructions of the City, cease all operations under the Agreement until directed by the City, in writing, to resume operations. 4. INSURANCE OF THE AUDITORS PRIMARY The Auditors' required coverage shall be considered primary, and all other insurance shall be considered as excess, over and above the Auditors' coverage. The Auditors' policies of coverage will be considered primary as related to all provisions of the Agreement. LOSS CONTROL AND SAFETY The Auditors shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, and its activities on and about the subject premises and the manner in which such activities shall be undertaken and to that end, the Auditors shall not be deemed to be an agent of the City. Precaution shall be exercised at all times by the 'Auditors for the protection of all persons, including employees, and property. The Auditors shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. HOLD HARMLESS The Auditors shall hold harmless the City of Sanford, its subsidiaries and affiliates, elected and appointed officials, employees, volunteers, representatives and agents from any and all claims, suits, actions, damages, liability and expenses in connection with loss of life, bodily or personal injury, or property damage, including loss or use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the performance of this Agreement, whether arising solely out of the negligence of the Auditors or not. The Auditors' obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in, or exclusion or omission from, any policy of insurance. PAY ON BEHALF OF THE CITY The Auditors agree to pay on behalf of the City, as well as provide a legal defense for the City, both of which will be done only if and when requested by the City, for all claims as described in the Hold Harmless paragraph. Such payment on the behalf of the City shall be in addition to any and all other legal remedies available to the City and shall not be considered to the City's exclusive remedy. 11 SECTION 7: CONTRACT PERIOD This contract period covers the fiscal year(s) ending September 30, 1997 through September 30, 2001 subject to the annual reaffirmation of the City Commission. Extensions of this contract beyond the year September 30, 2001 are permitted at the sole discretion of the City Commission. SECTION 8: TERMINATION This agreement may be terminated at will by either party at any time by giving thirty (30) days written notice thereof. In the event of such termination, the City shall pay the Auditors for the reasonable value of services rendered and expenses incurred by the Auditors, up to the effective date of such termination. Disputes arising under this agreement (including scope, nature and quality of services to be performed by us, our fees and other terms of the engagement) shall be submitted to mediation. A competent and impartial third party, acceptable to both parties, shall be appointed to mediate and each disputing party shall pay an equal percentage of the mediator's fees and expenses. No suit or arbitration proceeding shall be commenced under this agreement until at least 60 days after the mediator's first meeting with the involved parties. In the event that the dispute is required to be litigated, the court shall be authorized to assess litigation costs against any party found not to have participated in the mediation process in good faith. ATTEST: cmr o A. FoR GREE..E, DY_CUS & CO., P.A., C.P.A. or City of S,a.nfo~d' APPROVED AS TO FORM: ctoe~r~Fl~nce'~ Dir and Administrative Services City of Sanford ~7/28/97 MON 09:46 FAX 4076280205 HSH ~002 ACORD CERTIFICA, OF LIABILITY INSURANCE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION lfucklebertZf S~bley & ilarte:F ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Insurance Bonds, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1901 Lee Road ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Winter Park l~j 32789 COMPANIES AFFORDING COVERAGE Smadra L. Garrick COMPANY 407--647--1616 A (:~A INBORAZIC~ B G~eene, I)TCus & Co., P.R. C 205 N. E~ ~venue ~nford ~ 32771 ~MP~Y I D THiS IS TO CERTF~ ~AT THE POLICFES OF INSU~NCE LISTED BELOW HAVE BEEN iSSUED TO THE iNSURED NAMED ABOVE FOR ~E POLICY PERIOD INDICATED, NO~I~STANDING ANY REQUIREMENT, ~BM OR CONDITION OF ANY CO~ OR OTHER ~CUMENT W~H RESPECT TO WHICH THiS GE~IFICATE MAY BE ISSUED OR MAY PERTAIN. ~E ~NSURANCE AFFORDED BY THE POLICIES DE~REBED HEREIN [S SUeJECT TO ~L THE TERMS, EXCLUSIONS AND COND~;ONS OF SUCH POLiCiES. LIMITS SHOWN MAY HAVE BEEN REOUCED BY PAI~ C~IMS, GE~L LI~I~ G~ERAL A~R~GATE COM~ERCrALGENE~LUABILI~ 1;0512029 12/05/96 12/05/97 PRODUCTS-~MP~PAGG $ ~ C~(MS MAOE ~ OC~R PERSON~ & ADV I~URY $ 30 tel Dycus & Co.l P,A, ,~d Public Accountants orth Elm Avenue d, Florida 32771