941-Auditing/Cherry, Bekaert AGREEMENT FOR AUDITING SERVICES
This agreement is entered into this ~ ~' th day of~,~o~..~c:er, 2002, between the City of
Sanford, a municipal corporation of the State of Florida, hereinafter referred to as the
"City" and Cherry, Bekaert & Holland, L.L.P., a firm of Certified Public Accountants
registered and licensed in the State of Florida, hereinat~er 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 1: PURPOSE AND SCOPE OF THE ENGAGEMENT
1. The initial audit will encompass 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 fiscal year ended September 30, 2002, and shall
be accomplished 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, the provisions of
OMB Circular A-133 and the provisions of Section 11.45, Florida Statutes. The Auditors
shall utilize the guidance provided in the AICPA audit guide, Audits of State and Local
Governments. The Auditors shall also consider any specific grant, bond or other legal
covenant or requirement in performing the audit. The objective of the audit is the
expression of an opinion concerning whether the financial statements present fai~y, 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 shall 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 the Auditor's opinion conceming the
financial statements. The Auditors shall also 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 intemal controls.
In fulfilling this responsibility, estimates and judgments by management are required to
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Cherry, Bekaert & Holland, L.L.P.
Page 2
assess the expected benefits and related costs for internal control policies and procedures.
The objectives of internal controls are to provide City 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 City 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 t~jture
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 shall prepare a separate
written report on their understanding of the City' s internal controls. The report shall
include, but not limited to: (1) the scope of the Auditors' work in obtaining and
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 genera~l purpose financial
statements, (3) the reportable conditions, including the identification of material
weakness, identified as a result of their work in understanding and assessing control risk
and (4) all other matters normally included in a financial audit as defined by Section
11.45(1)(c), Florida Statutes.
The audit shall include, but not be limited to, procedures designed to provide reasonable,
rather than absolute, 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 or for error or fraud that is
immaterial because the Auditors shall use a selective-testing-of-data method of auditing.
Similarly, in performing the audit, the Auditors shall 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 shall 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 the laws, regulations, contracts, and grants applicable to the City is the
responsibility of the City's management. As part of obtaining reasonable assurance
about whether the financial statements are free of material misstatement, the Auditors
shall perform tests of the City's compliance with certain provisions of laws, regulations,
contracts, and grants.
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As required by OMB Circular A-133, the Auditors shall consider and test the City's
internal control policies and procedures used in administering Federal award programs.
Based on this consideration and these tests, the Auditors shall 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 award program.
However, tests will be less in scope than would be necessary to render an opinion on
these controls and, accordingly, no opinion will be expressed in the Auditors report on
internal control pursuant to OMB Circular A-133.
In addition, the Auditors shall prepare a separate written Management Letter as defined
by Section 11.45(1)(0, Florida Statutes, and defined in Chapter 10.550, Rules of the
Auditor General. A draft of the management letter shall be discussed with the City
Manager or his designee before its issuance in final form.
At the conclusion of each engagement, the City's management shall provide to the
Auditors a representation letter that, among other things, shall 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 Commission meetings, and the
absence of irregularities involving management of those employees who have significant
roles relating to internal controls.
2. The Auditors shall prepare and type, in "printer's proof' format, the
Comprehensive Annual Financial Report CCAFR").
3. The Auditors shall be available to attend such public meetings as may be
necessary for discussion of the final audit report.
4. The Auditors shall perform a substantial portion of the audit on City premises.
The City shall tarnish reasonably adequate working space that is well lighted, reasonably
comfortable and proximate to accounting to accounting records.
5. The Auditors shall provide all equipment, materials, supplies and personnel
services to perform the audit.
SECTION 2: AUDIT STANDARDS AND PROCEDURES
1. The Auditors shall conduct the audit with personnel educated and experienced in
performing audit services to municipalities. Specifically, the Auditors anticipate utilizing
Ron Conrad as the Engagement Partner. Additionally, the Auditors will utilize Laura
Brock as the Concurring Technician and JeffMathewson as the In-Charge Manager
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Cherry, Bekaert & Holland, L.L.P.
Page 4
responsible for field work~ Auditors' personnel utilized in conduct of services to be
performed pursuant to this Agreement shall only be full-time permanent employees of
Cherry, Bekaert & Holland, L.L.Po Any changes in senior level personnel from those
included in this Agreement must be approved by the City's Finance Director.
2. The Auditors may reasonably utilize the City's staff to perform work of an
assisting (data gathering) nature, consistent with generally accepted auditing standards,
and whenever qualified City employees are reasonably available.
3. The Auditors agree that the City and the Auditors are subject to the public records
laws of the State of Florida with regard to records that are, in fact, public records. Public
records, as defined by State law, shall be subject to said laws, but not records that are not
public records. The Auditors shall be entitled to rely upon and assert all provisions of the
State's public records laws relating to exemptions and confidentiality of records. The
Auditors may be subject to the Public Records Laws only with regard to certain records
in that all records of the Auditors are not public records.. The Auditors assert that
workpapers for this Agreement are the property of the Auditors and constitute
confidential information. Such workpapers shall be maintained for a minimum of three
(3) years after the date of a completed audit or as may otherwise be required by law. In
addition to public records being subject to the provision of the State's public records
laws, the Auditors may fully interact with other agencies of government in accomplishing
the audit.
4. The Auditors shall not assign, sublet or otherwise dispose of, without first.
obtaining the written consent of the City's 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, rules and
regulations.
6. The City shall reasonably make available to the Auditors any and all financial
records, books, supporting documents, City 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 related services.
7. The Auditors shall coordinate with the City's Finance Director for the purpose of
arranging an exit conference at the conclusion of the audit of the City and conduct said
conference with the City Manager or his designco. A draft copy of all reports shall be
provided by the Auditors to the Finance Director for inspection prior to the said audit exit
conference meeting.
8. The Auditors shall keep adequate records and supporting documentation
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Page 5
applicable to this Agreement. Said records and documentation shall be retained by the
Auditors for a minimum of three (3) years from the issuance of the audit to the City
Commission.
9. In order to properly serve the public interest, if the Auditors, in the course of their
audit examination, should discover evidence pointing to a nonfeasance, malfeasance or
misfeasance on the part of any officer or employee of the City or its agencies, the
Auditors shall immediately give notice thereto to the City Manager unless the City
Manager is the subject of the inquiry, in which case the notice shall be given to the
Mayor and City Commission.
10. Audit requirements for Fiscal Year 2002 shall commence upon execution of this
Agreement by both parties.
11. During the performance of this Agreement, the Auditors shall maintain in
compliance with Title VII of the 1964 Civil Rig~hts Act, as amended, and the Florida
Human Rights Act of 1977 and shall not on the grounds of race, color, national origin,
religion, sex, age, disability, or marital status, discriminate in any form or manner against
said Auditors' employees or applicants for employment. Audiiors understand and agree
that this Agreement is conditioned upon the veracity of this statement of assurance. The
Auditors shall comply with Title VI of the Civil Rights Act of 1964 when Federal grants
are involved. Other applicable Federal and State laws, executive orders, rules and
regulations prohibiting discrimination as hereinabove referenced are included by this
reference hereto, to include 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 3: FEES AND TERMS OF PAYMENT
1. The City shall pay the Auditors the total fee of $43,500.00 for the audit of fiscal
year ending September 30, 2002 for any and all costs, fees and expenses of the Auditors
of whatsoever type of nature.
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
dete:n3fi'ned by the percentage of work completed at the time an invoice is submitted.
Work may be suspended if account balance becomes thirty (30) days or more overdue.
Until audit completion and acceptance by the City the Auditors may not bill for more
than ninety percent (90%) of the agreed compensation hereunder.
3. The City shall pay the final billing, which represents ten percent (10%) of the
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total fee and retainage 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 CAFR in "printer's proof' format; and
d. Auditors have provided the requisite copies of the CAFR.
e. All request City Commission meetings and staff conferences have been
completed.
4. The Auditors shall 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 laws, rules and
regulations applicable to said audits. Compensation may be withheld until all
discrepancies are corrected and conform to above requirements.
6. Fees for audits beyond the City fiscal year ending September 30, 2002, shall be
adjusted each year for inflation by the Consumers Price Index (CPI) as a guide as
established by the United States Federal Govermnaent for the twelve months ending
December 31't of the same calendar year as the beginning calendar year for the City fiscal
year being audited.
SECTION 4: ADDITIONAL SERVICES
1. The Auditors are not required to render any information or services to employees
of the City or to make any studies or investigations at the request of any individual,
except as herein provided for. However, the Auditors shall reasonably interact with and
provide information to the Mayor, the City Conu-nissioners and City staff. The Auditors
shall respond to such incidental inquiries without additional charges to the City. If, in the
Auditors' ,reasonable judgment, the level of time for such inquiries becomes substantial,
the Auditors will notify the City Manager.
2. The City may, from time to time, desire the Auditor 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 Auditor
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Page 7
by the Finance Director for consideration for approval by the City Commission. The
Auditor will be compensated based on a negotiated hourly billing rate at the time of the
approved. Additional services performed will be billed to the City separately.
The Auditors shall notify the City's 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 shall disclose any findings disclosed in Peer Review reports
regarding the audit of the City.
5. The Auditors shall 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 Agreement, if significant increases or decreases
in the required scope of the audit are 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 affect those
procedures normally performed under as full scope audit, no c,hange in the fee will be
necessary. (The effects of GASB Statement No. 34 have been included within the scope
of this fee estimate).
SECTION 5: INSURANCE
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 provide and maintain insurance and contractual agreements for a
minimum period of at least three (3) years subsequent to the City's acceptance of an
audit,
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 provided that such insurance is commercially available. 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 (provided that such insurance is commercially available)
which will provide coverage for claims made against the Auditors and/or the City up
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Page 8
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.
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 shall be an Additional Insured on all coverages
except Worker's Compensation and Errors & Omissions/Prof6ssional Liability. Such
coverage shall be at least as broad as provided to the Named Insured under the policy.
The City shall not be 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 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.
COMMERCIAL GENERAL LIABILITY coverage shall be provided, including bodily
injury and property damage liability for premises, operations, products and completed
operations and independent contractors exposures. Commercial General Liability
coverage, or its equivalent, shall be provided 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
occurrencestype basis.
ERRORS AND OMISSIONS/ACCOUNTANT'S PROFESSIONAL LIABILITY
insurance coverage shall be provided to afford protection for errors and omissions arising
out of services provided under, or associated with, this AgreemenL This coverage shall
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Page 9
be on a form which is no more restrictive that the latest edition of the Errors and
Omissions/Accountant's Professional Liability coverage form as written by Continental
Casualty Company, Inc. The maximum deductible acceptable under this form is
$250,000 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 shall be notified at least thirty (30) days in advance of cancellation, non-
renewal or adverse change or restriction in coverage. The City shall be named on each
certificate as an Additional Insured and this Agreement shall be listed. If required by the
City, 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. Any wording in a Certificate, which would make notification of cancellation,
adverse change, or restriction in coverage to the City and option shall be deleted by the
insurance carrier. The Auditor 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.
SECTION 6: FORCE MAJEURE
Auditor shi~ll not be liable for any failures or delays resulting from circumstances or
causes beyond its reasonable control, including, without limitation, acts or omissions due
to fire or other casualty, act of God, strike or labor dispute, war or other violence, or any
law, order or requirement of any governmental agency or authority.
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SECTION 7: INDEMNITY
Each party ("Indemnifying Party") shah indemnify and hold harmless the other
("Indemnified Party") from any and all claims, suits, actions, liabilities and reasonable
defense costs, in each case solely for bodily injury to individuals and physical damage to
tangible property to the extent directly and proximately caused by the acts or omissions
of the Indemnifying Party while Auditor is engaged in the performance of services under
this Contract; provided, however, that if there is also fault on the part of the Indemnified
Party, the forgoing indemnity shall be on a comparative fault basis, and provided further,
however, that the City's obligation hereunder shall only exist to the extent permissibly by
law and to the extent set forth in Section 768.28, Florida Statutes.
As a condition to the foregoing indemnity obligations of the Indemnifying Party, the
Indemnified Party shall provide the Indemnifying Party with reasonably prompt notice of
any claim for which indemnification may be sought hereunder and shall cooperate with
the Indemnifying Party in connection with such claims. The Indemnifying Party shall be
entitled to control the handling of any such claim and to defend or settle any such claim,
in its sole discretion, with counsel of its own choosing; provided, however, that the
Indemnifying Party shall have no authority to admit liability o~ behalf of the Indemnified
Party; and provided further, however, that the Indemnifying Party shall not be entitled to
control the handling of any such claim against the Indemnified Party if the Indemnified
Party asserts that there is also fault on the part of the Indemnified Party. The provisions
of this Section are solely for the benefit of the parties hereto and not intended to grant
any rights, contractual or otherwise to any other person or entity.
Because of the importance of City management' s representations, the City agrees to
release and indemnify Auditor and its personnel form all claims liabilities and expenses
relating to its services under this Agreement attributable to any material
misrepresentation by City management to the extent and limits permitted by law.
SECTION 8: CONTRACT PERIOD
This Agreement covers the City's fiscal year ending September 30, 2002. This
Agreement shall be extended year-to-year for four (4) additional City fiscal years unless
terminated by the City. The term "audit" and "report" or similar words, as used herein
shall include City fiscal years beyond the City fiscal year ending September 30, 2002
upon the extension of the Agreement from year-to-year.
SECTION 9: TERMINATION
This Agreement may be terminated at will by the City 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
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Cherry, Bekaert & Holland, L.L.P.
Page 11
Auditors, up to the effective date of such termination. The Auditors may only terminate
this Agreement for cause.
Disputes arising under this Agreement (including, but not limited to, scope, nature and
quality of services to be performed by the Auditor, the Auditors' fees and other terms of
engagement) shall be submitted to mediation. A competent and impartial third par~y,
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 sixty (60) days after
the mediator's first meeting with the involved parties. In the event that the dispute is
required to litigated, the court shall be authorized to assess litigation costs against any
party found not to have participated in the mediation process.
SECTION 10. AMERICANS WITH DISABILITIES ACT OF 1990 (ADA)
The Auditors shall comply with all the requirements as imposed by the ADA, the
regulations of the Federal government issued thereunder, and any and all requirements of
State law related thereto.
SECTION 11. WHEN RIGHTS AND REMEDIES NOT WAIVED
In no event shall the making by the City of any payment to the Auditors constitute or be
construed as a waiver by the City of any breach of covenant or any default which may
then exist, on the part of the Auditors, and the making of such payment by the City while
any such breach or default shall exist shall in no way impair or prejudice any right or
remedy available to the City with respect to such breach or default.
SECTION 12. NON-ASSIGNABILITY
Neither party shall assign the Agreement without the prior written consent of the other
party.
SECTION 13. HEADINGS
All articles and descriptive headings of sections in this Agreement are inserted for
convep~ience only and shall not affect the construction or interpretation hereof.
SECTION 14. NOTICES
(a) Whenever either party desires to give notice unto the other, it must 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
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Cherry, Bekaert & Holland, L.L.P.
Page 12
been changed by written notice in compliance with the provisions of this section.
For the present, the parties designate the following as the respective places for
giving of notice, to wit:
For CITY:
Mr. Tony VanDerworp, City Manager
CITY OF SANFORD
300 N. Park Avenue
Sanford, Florida 32771
For Auditors:
Mr. Ron Conrad, Partner
Cherry, Bekaert & Holland, L.L.P.
200 East Robinson
Suite 750
Orlando, Florida 32801
(b) Either of the parties may change, by written notice as provided herein, the
address or person for receipt of notice.
SECTION 15. CONFLICT OF INTEREST
The Auditors agrees that it will not engage in any action that would create a conflict of
interest in the performance of its obligations pursuant to tlfis Agreement with the CITY
or which would violate or cause others to violate the provisions of Part III, Chapter 112,
Florida Statutes, relating to ethics in government,
SECTION 16. SEVERABIlITY OF INVALID PROVISIONS
If any one (1) or more of the covenants or provisions of this Agreement shall be held to
be contrary to any express provision of law or contrary to the policy of express law,
though not expressly prohibited, or against public policy, or shall, for any reason
whatsoever, be held invalid, then such covenants or provisions shall be null and void,
shall be deemed separable form the remaining covenants or provisions of this Agreement,
and shall, in no way, affect the validity of the remaining covenants or provisions of this
Agreement.
SECTION 17. TIME OF THE ESSENCE
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
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Cherry, Bekaert & Holland, L.L.P.
Page 13
expeditiously pursue their respective obligations set forth in this Agreement.
SECTION 18. APPLICABLE LAW
This Agreement and the provisions contained heroin shall be construed, controlled and
interpreted according to the laws of the State of Florida.
SECTION 19. BINDING EFFECT
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.
SECTION 20. CHOICE OF LAW AND VENUE
Florida law shall govern the interpretation and enforcement of this Agreement. In any
action or proceeding required to enforce or interpret the terms of this Agreement, venue
shall be in Seminole County, Florida.
SECTION 21. CONSTRUCTION OR INTERPRETATION OF THE AGREEMENT
This Agreement is the result of bona fide arms length negotiations between the CITY and
the Auditors and all parties have contributed substantially and materially 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. ATTORNEYS' FEES AND COSTS
In the event of any action to enforce the terms of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, paralegals' fees, and costs
incurred, whether the same be incurred in pre-litigation negotiation, litigation at the trial
level, or upon appeal.
SECTION 23. ENTIRE AGREEMENT
(a) It is understood and agreed that the entire agreement of the parties is
contained herein and that this Agreement supersedes all oral agreements and negotiations
between the parties relating to the subject matter hereof as well as any previous
agreements presently in effect between the parties relating to the subject matter hereof.
(b) 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
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Page 14
ATTEST:
/Ucc~ t~ ! c ce~
,t~4qC~City Clerk
City of Sanford
APP~__~V?,~ORM:
i~reTto~ance ~
Administrative Services
City of Sanford
APPROVED AS TO LEGALITY:
I:'~g\Citie~X2002\Sanford~greementsXAudit Agreement - ~nai.wpd