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HomeMy WebLinkAboutIII (B) Approval and Acceptance of Agreement for Auditing Services with McDirmit, Davis, Lauteria Puckett, Vogel & Company, P.A.'s for a three year period Agenda 7-15-97 N1A1�TT "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" ItR'+COMMISSIONER S.SCOTT VANDERGRIFT Ocoee COMMISSIONERS .0!1y CITY OF O C O E E DANNY HOWELL � 150 N.LAKESHORE DRIVE SCOTT ANDERSON (ç1i) OCOEE,FLORIDA34761-2258 yp CITY MANAGER `�'� OF G OOp ELLIS SHAPIRO MEMORANDUM TO: The Honorable Mayor and Board of City Commissioners FROM: Wanda B. Horton, Finance Director Sidier DATE: July 10, 1997 RE: Contract for Auditing Services The attached contract for auditing services between the City and McDirmit, Davis, Lauteria, Puckett, Vogel & Company, P.A.'s is for a three year period. There is no increase in the proposed fee for the next three years from the fee the City has paid for the past two years. There is no change from the current level of service provided. Since the responses to the Requests for Proposals were received and reviewed, McDirmit, Davis and Lauteria have merged with Puckett and Vogel to form McDirmit, Davis, Lauteria, Puckett, Vogel & Company, P.A.. Staff feels this merger will not adversely affect the service provided by the firm. The agreement has been reviewed by the City Attorney. Action Requested Staff respectfully requests the Honorable Mayor and Board of City Commissioners approve the Agreement for Auditing Services with McDirmit, Davis, Lauteria, Puckett and Vogel, P.A. for a period of three years and authorize the Mayor and City Clerk to execute the document. aViSsacQ1 v AGREEMENT FOR AUDITING SERVICES This Agreement made and entered into this day of July, 1997 by and between the City of Ocoee, a political subdivision of the State of Florida, whose address is 150 North Lakeshore Drive, Ocoee, Florida, 34761, hereinafter referred to as "City", and McDirmit, Davis, Lauteria, Puckett, Vogel & Co., PA, duly authorized to conduct business in the State of Florida, and whose address is 612 East Colonial Drive, Orlando, Florida,32803, hereinafter referred to as"Auditor". WITNESETH: In consideration of the mutual terms and conditions, promises, convenants and payments hereinafter set forth, CITY and AUDITOR agree as follows: Section 1. SCOPE OF AUDIT AUDITOR shall conduct an audit of the records, accounts, and procedures of all CITY agencies. Said audit shall be performed as follows: a) AUDITOR shall audit CITY'S financial statements in order to express an opinion on the fairness with which said statements present the results of CITY operations, the financial position of CITY and the changes thereto in accordance with generally accepted accounting principles and an audit of selected financial transactions to determine, for the transactions selected, if such transactions were made in accordance with all applicable legal and regulatory requirements, including Federal and State laws and regulations. It shall be the obligation of AUDITOR to prepare said financial statements. CITY reserves the right, at its option, to prepare said statements and to delete said obligation from that of AUDITOR. Said election by CITY shall only be effective if exercised in writing by September 1, of the applicable fiscal year. b) The audit is to be conducted in accordance with the provisions of Section 11.45, Florida Statutes and with generally accepted auditing standards; generally accepted governmental auditing standards; rules adopted by the Auditor General for form and conduct of local governmental unit audits; audits of state and local governmental units; the Single Audit Act of 1984 and OMB Circular A-128; and with all other applicable laws,rules,and regulations. c) AUDITOR shall observe the adequacy of internal control. If weaknesses are noted, appropriate recommendations shall be reviewed with the City Manager and the Finance Director prior to inclusion in the final audit report. d) AUDITOR shall review the audit program with CITY officials to be designated by City, identifying the records to be audited and procedures to be followed. CITY reserves the right to require AUDITOR to include in the audit additional records or procedures which are generally accepted by the standards set out in Section 1(b)herein. e) Within thirty (30) days of the conclusion of AUDITOR'S audit of CITY, AUDITOR shall DISCUSS WITH THE City Manager or his designee, all of AUDITOR'S comments which may be included in the final audit report. If the City Manager or his designee is not available for such discussion during such period, delivery of the AUDITOR'S written comments to the City Manager shall be acceptable in lieu of such discussion. Upon completion of the final management letters,AUDITOR shall supply two (2) copies thereof to the City Manager. f) If AUDITOR is unable to state an unqualified opinion on any aspect of the audit,AUDITOR shall state • the reasons for said qualification. Section 2. TERM The term of this Agreement shall commence upon execution of the Agreement by CITY and shall run through audits of the fiscal years ending September 30, 1997, 1998,and 1999. Section 3. CONTENTS OF THE AUDIT REPORT Subject to applicable professional requirements, the final audit report shall be a single report and shall include an index, a scope and opinion letter; the general purpose financial statements reported on, with related footnotes; a report on supplemental data; the individual financial statements of each of CITY'S funds and any supplemental data; and the AUDITOR'S comments in a management letter which shall include, but not be limited to, statements regarding the following items investigated within the scope of the audit: a) Whether irregularities reported in the previous year's audit have been corrected and whether recommendations made therein have been followed; b) Recommendations to improve CITY'S present management, accounting procedures and internal control; c) Any violation of any laws, regulations and rules pursuant to Section 1 (a)of this Agreement applicable to the CITY, including, but not limited to, illegal expenditures; d) Any improper or inadequate accounting procedure or failure to record financial transactions properly discovered within the scope of the audit; e) Whether the financial statement filed with the Department of Banking and Finance as required by Section 218.32, Florida Statutes, is in agreement with the annual audit report for said fiscal year, and if not,AUDITOR shall specify any and all significant differences; f) Comments on report made by representatives of CITY; g) All other inaccuracies, irregularities, shortages and defalcations which came to the AUDITOR'S attention. Section 4. AUDIT SCHEDULE The audit examination shall be conducted such that field work is completed within sixty (60)days after the City closes its books. The CITY agrees to close its books no later than November 15th of each year. a) AUDITOR shall submit a draft audit report to CITY by January 15t each year. The draft report shall be reviewed and commented upon by representatives of the City as designated by the City Manager. Said review and return of comments shall be completed within fifteen (15) days following receipt by CITY of the draft report. AUDITOR shall include the comments of the CITY'S representatives in the final audit report. Fifty (50) copies of the final audit report shall be delivered by AUDITOR to CITY, at AUDITOR'S expense,on or before February 15th following the aforesaid January 15t. b) In the event there are delays caused by actions or omissions of CITY that delay AUDITOR'S performance pursuant to the audit schedule, CITY will grant AUDITOR reasonable extensions of the schedule. In other cases, upon a finding of good cause, the Board of City Commissioners may extend said schedule upon written request by AUDITOR; however, in the performance of all services under this Agreement, dates for preparation, submission and review of audits as established by the Auditor General of the State of Florida and any other applicable laws, regulations and rules shall prevail over this Section and shall be complied with. 2 Section 5. AUTHORIZATION TO DISCLOSE TO LAW ENFORCEMENT AGENCIES CITY hereby authorizes AUDITOR to disclose, at any time, all findings of suspected fraud or embezzlements to the appropriate law enforcement agency. Upon such disclosure, AUDITOR shall notify, in writing, the Mayor and City Manager,unless the report relates to the City Manager,of such action. Section 6. USE OF OPERATIONAL.SYSTEMS AND COMPUTER SOFTWARE Auditor has permission of CITY to utilization of any part of City's computer system and software in performing the duties set forth in this agreement. AUDITOR agrees that use of said systems will be controlled by CITY so as not to disrupt the ongoing daily operations of CITY. Section 7. PARTICIPATION OF CITY STAFF- City staff participation in the audits will be limited to activities within the normal course of business and that any assistance with the audits by CITY employee's work responsibility. The minimal level of participation as set out herein shall in no way relieve AUDITOR from responsibilities for the conduct of the audit. Section 8. COMPENSATION a) CITY will pay the AUDITOR for services performed under this Agreement on the basis of actual hours worked multiplied by the specific hourly rates set forth in subsection ( c ) below, not to exceed the maximum hours and/or maximum fee set forth in subsection(b)below. b) If CITY does not exercise its option to prepare financial statements as provided in Section 1(a) of this Agreement, the following are the maximum hours and fees established for the audit of Fiscal Years 1996/1997, 1997/1998, and 1998/1999: Fiscal Year Maximum Hours Maximum Fee 1996/1997 500 $29,800 1997/1998 500 $29,800 1998/1999 500 $29,800 c) If the CITY exercises its option to prepare financial statements as provided in Section 1(a) of this Agreement, the following are the maximum hours and fees established for the audit of Fiscal Years 1996/1997, 1997/1998 and 1998/1999: Fiscal Year Maximum Hours Maximum Fee 1996/1997 425 S24,000 1997/1998 425 S24,000 1998/1999 425 S24,000 d) The following are the hourly rates to be charged by the AUDITOR by staff classification of audit personnel: Class Hourly Rate Partner S 110.00 Manager $ 75.00 Senior S 65.00 Staff $ 50.00 Typist S 20.00 e) In the event CITY elects to prepare the required financial statements, CITY shall exercise the option reserved in Section 1(a)herein and AUDITOR shall be released from its obligations to prepare said statements for that fiscal year. In no event shall AUDITOR be compensated for the preparation of said statements after exercise of the option by CITY in accordance with Section 1(a)herein. Nothing stated in 3 this Section shall be construed to release AUDITOR from any other obligations entered into in this Agreement. f) In the event that unforeseeable conditions are encountered which necessitate the extension of the audit beyond the scope of audit set forth in Section 1 of this Agreement, the Auditor shall immediately notify the CITY in writing of such conditions, providing a detailed explanation of said conditions and why additional fees are necessary. The Board of City Commissioners shall approve or deny any such requests for additional fee due to an increase in the scope of the audit prior to AUDITOR incurring any significant increase in cost. Failure of AUDITOR to obtain City's written approval for additional work shall constitute a waiver of Auditor's right to additional compensation for performance of said work. All adjustments approved by the Board of City Commissioners shall be set forth in writing and become a part of this Agreement. g) There shall be no reimbursement for out-of-pocket expenses, of any kind,under this Agreement. Section 9. TERMS OF PAYMENT Payments shall be made to AUDITOR when requested as work progresses. but not more frequently than once monthly, for actual hours worked in the preceding month. a) AUDITOR shall invoice CITY providing detailed information on actual hours worked by staff classification at the rates set forth in Section 8d,or as subsequently adjusted. Upon approval of such payment request by CITY,payment shall be made to AUDITOR within thirty(30)days. The original invoice shall be sent to : Finance Director City of Ocoee 150 North Lakeshore Drive Ocoee, Florida 34761-2558 A duplicate copy of the invoice shall be sent to : City Manager City of Ocoee 150 North Lakeshore Drive Ocoee, Florida 34761-2558 b) Upon satisfactory completion of the work required hereunder or any supplements thereto,and, upon acceptance of the work by CITY,the AUDITOR may invoice the full amount of compensation due under the terms of this agreement less any payments already paid by CITY. CITY shall pay AUDITOR within thirty(30)days of receipt of such invoice. c) AUDITOR shall, upon request by CITY, provide CITY with a breakdown of the actual costs by fund and/or agency or whatever reasonable basis as requested by CITY. d) AUDITOR agrees to maintain all books.documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at its office at all reasonable times during the agreement period and for five(5)years from the date of final payment for the final audit or inspection by CITY. AUDITOR acknowledges CITY'S obligations under Chapter 119, Florida Statutes,to release public records to members of the public upon request. AUDITOR acknowledges that CITY is required to comply with Chapter 119, Florida Statutes, in the handling of materials created under this Agreement and that said statute controls over the terms of this Agreement. e) In the event any such audit or inspection conducted after final payment,but within the period provided for in subsection(d)of this section reveals any overpayment by the CITY under the terms of this Agreement,AUDITOR shall refund such overpayment to CITY within thirty(30)days of notice by CITY. 4 SECTION 10. KEY PERSONNEL In the event that key personnel(defined as supervisor or manager)performing said audit are to be replaced, CITY reserves the right to approve or disapprove any replacement personnel. Failure by CITY to exercise said right for any one event will not constitute a waiver of CITY'S right. SECTION 11. AVAILABILITY FOR CONSULTATIONS AUDITOR shall be available for consultations and discussions with CITY,at CITY'S request,relating to the audit reports submitted for a period of ninety(90)days after delivery of final audit report to CITY. AUDITOR shall also attend up to three(3)meetings of the Board of City Commissioners during which the final audit report and Water, Wastewater,and Solid Waste enterprise reports for the applicable fiscal year are presented to said Board. SECTION 12. ADDITIONAL SERVICES CITY may request additional services at any time from AUDITOR. a) To the extent that such services are an extension of the scope of the audit(s)as a result of increased regulatory requirements,the addition of funds to be audited, or any other reason beyond the control of AUDITOR,such extra services shall be compensated based upon actual hours worked at the appropriate rates by staff classification. b) To the extent that such services are separate from the scope of the audit but essential to the overall financial management of CITY,compensation for such services shall be subsequently negotiated by CITY and AUDITOR on an actual hours worked or lump-sum fee basis, at the discretion of CITY. c) All requests for additional services which result in an increase in the maximum hours and/or maximum fees set forth in Section 8 of this Agreement shall be approved by the Board of City Commissioners. All adjustments shall be set forth in writing and be attached to and become a part of this Agreement when approved and executed by the parties in the same manner as this Agreement. SECTION 13. RESPONSIBILITY OF THE AUDITOR a) The AUDITOR shall be responsible for the professional quality,technical accuracy,and the coordination of all professional services furnished by the AUDITOR under this Agreement. AUDITOR shall at all times assign competent and qualified personnel to perform the services required herein. The AUDITOR shall,without additional compensation,correct or revise any errors or deficiencies in the final audit report. b) Neither the CITY'S review, approval of, acceptance of, nor payment for any of the services required under this Agreement 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 AUDITOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by the AUDITOR'S negligent performance of any of the services furnished under this Agreement. c) The rights and remedies of CITY provided for under this Agreement are in addition to any other rights and remedies by law. SECTION 14. OWNERSHIP OF DOCUMENTS All reports that result from AUDITOR'S services under this Agreement shall become the property of CITY after final payment is made to AUDITOR. No changes or revisions to the documents furnished by AUDITOR shall be made by CITY or its agents without the written approval of AUDITOR SECTION 15. TERMINATION a) CITY may,by written notice to AUDITOR,terminate this agreement in whole or in part at any time, either for the CITY'S convenience or because of the failure of AUDITOR to fulfill his contract obligations. Upon receipt of such notice,AUDITOR shall: 5 1. Immediately discontinue all services affected(unless the notice directs otherwise); and 2. Deliver to CITY all data, reports,and such other information and materials as may have been accumulated by AUDITOR in performing this Agreement,whether completed or in process with the exception of the audit programs. b) If the termination is for the convenience of CITY,AUDITOR shall be paid for actual hours worked as contemplated by this Agreement. c) If the termination is due to the failure of AUDITOR to fulfill his contract obligations, CITY may take over the work and prosecute the same to completion by contract or otherwise in a reasonable manner. In such case, AUDITOR shall be liable to CITY for any cost occasioned to CITY thereby. AUDITOR shall not be liable for any excess costs if the failure to perform this Agreement arises out of caused beyond control and without fault or negligence of AUDITOR. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of CITY in either its sovereign or contractual capacity, fires, floods,epidemics,quarantine restrictions, strikes,and unusually severe weather; but, in every case,the failure to perform must be beyond the control and without the fault or negligence of AUDITOR. d) If. after notice of termination for failure to fulfill contract obligations, it is determined that AUDITOR had not so failed,the termination shall be deemed to have been effected for the convenience of CITY. In such event,adjustment in the Agreement price shall be made as provided in paragraph(b)of this Section. e) The rights and remedies of the CITY provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. SECTION 16. EQUAL OPPORTUNITY EMPLOYMENT 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, or national origin and will take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion,sex, age, or national origin. 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 other forms of compensation;and selection for training, including apprenticeship. SECTION 17. NO CONTINGENT FEES. AUDITOR warrants that it has not employed or retained any company or persons other than a bona fide employee working solely for AUDITOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person. company, corporation, individual or firm,other than a bona fide employee working solely for AUDITOR, any fee, commission, percentage,gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach of this provision.CITY shall have the right to terminate the Agreement,without liability and, at its discretion,deduct from the Agreement price or otherwise recover the full amount of such fee, commission,percentage,gift,or consideration. SECTION 18. CONFLICT OF INTEREST AUDITOR agrees that it will not contract for or accept employment for the performance of any work or services with any individual, business,corporation, or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with CITY. SECTION 19. ASSIGNMENT This Agreement. or any interest herein,shall not be assigned,transferred,or otherwise encumbered under any circumstances by the parties herto without prior written consent of the opposite party and only by a document of equal dignity herewith;however,CITY shall not unreasonably withhold its consent to AUDITOR'S assignment to a successor which carries on all or a portion of the business formerly conducted by AUDITOR. 6 SECTION 20. INDEMNIFICATION OF CITY AUDITOR shall indemnify and save harmless and defend CITY, its Commissioners, Officers,agents,and employees from and against any claim, demand,or cause of action of whatsoever kind or nature arising out of error,omission,or negligent act of AUDITOR, its agents,or employees in the performance of services under this Agreement. CITY agrees to provide AUDITOR with prompt notice of any claim,demand,or cause of action. AUDITOR shall not be required to indemnify or save harmless or defend CITY, its Commissioners,officers,agents,or employees from and against any claim, demand,or cause of action caused by the negligent acts or negligent omissions,or willful misconduct,of CITY, its Commissioners, officers, agents, or employees. SECTION 21. INSURANCE a) AUDITOR shall provide, pay for, and maintain in force at all times during the term of this Agreement, such insurance, including Worker's Compensation Insurance, General Liability Insurance, Property Damage Insurance and Professional Liability Insurance as required by this Agreement. b) Policies other than Worker's Compensation shall be issued only by companies authorized by certificates of authority issued to the companies by the Department of Insurance of the State of Florida to conduct business in the State of Florida. All policies,except the Professional Liability Insurance Policy, required to be carried pursuant to this Section shall be occurrence policies which provide coverage for any and all claims based on actions of AUDITOR occurring during the policy period. The Professional Liability Insurance Policy must either be on an occurrence basis,or, if on a claims-made basis, the coverage must respond to all claims reported within three(3)years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. Policies for Workers' Compensation may be issued by companies authorized as a group self-insurer by Section 440.57, Florida Statutes, or as they may be amended after the date of this Agreement. c) AUDITOR shall specifically protect CITY by either naming CITY as an additional insured under the General Liability and Property Damage Insurance Policy, or in the alternative, by providing an endorsement in accordance with the indemnification provision of the preceding Section. Such policies shall contain,as a minimum,the following provisions,coverage and policy limits of liability: I. Professional Liability Insurance. AUDITOR shall carry limits of at least ONE MILLION AND NO/DOLLARS(S1,000,000.00)per claim. 2. General Liability Insurance . AUDITOR shall carry limits of not less than THREE HUNDRED THOUSAND AND NO/100 DOLLARS(S300,000.00) for injuries, including accidental or wrongful death to any one person, and,subject to the same limit for each period, in an amount not less than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (S500,000.00)on account of any one occurrence. 3. Property Damage Insurance. AUDITOR shall carry liability limits in an amount not less than THREE HUNDRED THOUSAND AND NO/100 DOLLARS (S300,000.00)for property damage on account of any one claim and in an amount not less than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS(S500,000.00)for property damages on account of any one occurrence. d) Prior to the commencement or work hereunder,AUDITOR,shall furnish to CITY a certificate or written statement of the above required insurance. The policies evidencing required insurance shall contain an endorsement to the effect that cancellation or any material change in the policies adversely affecting the interest of CITY in such insurance shall not be effective until thirty(30)days after written notice thereof to CITY. CITY reserves the right to require a certified copy of such policies upon request. SECTION 22. REPRESENTATIVE OF CITY AND AUDITOR. a) It is recognized that question in the day-to-day conduct of performance pursuant to this Agreement will arise. CITY, upon request by AUDITOR, shall designate in writing and shall advise AUDITOR in writing 7 of one(1)or more of its employees to whom all communication pertaining to the day-to-day conduct of this Agreement shall be addressed. The designated representative shall have the authority to transmit instruction,receive information and define CITY'S policy and decisions pertinent to the work covered by this Agreement. b) AUDITOR shall,at all times during the normal work week, designate or appoint one or more representatives of AUDITOR who are authorized to act on behalf of AUDITOR regarding all matters involving the conduct of the performance pursuant to this Agreement and notify CITY of any change in such designation. SECTION 23. ALL PRIOR AGREEMENTS SUPERSEDED This document incorporated and includes all prior negotiations,correspondence,conversations,agreements of understandings applicable to the matters contained herein and the parties agree that there are not commitments,agreements or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements,whether oral or written. SECTION 24. MODIFICATIONS,AMENDMENTS.AND ALTERATIONS It is agreed by the parties hereto that no modification,amendment,or alteration in the terms or conditions herein shall be effective unless contained in a mutual written document approved and executed by the parties. SECTION 25. NOTICES Whenever either party desires to give notice unto the other, notice may be sent to : FOR CITY City of Ocoee Finance Department 150 North Lakeshore Drive Ocoee, Florida 34761-2558 FOR AUDITOR McDirmit,Davis,Lauteria, Puckett,Vogel&Co., PA 612 East Colonial Drive Orlando, Florida 32803 SECTION 26. RIGHTS AT LAW RETAINED The rights and remedies of CITY, provided for under this Agreement. are in addition and supplemental to any other rights and remedies provided by law. 8 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by CITY. ATTEST: By: (CORPORATE SEAL) Date: ATTEST: APPROVED: CITY OF OCOEE Jean Grafton,City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE BY THE CITY OF OCOEE, CITY COMMISSION AT A APPROVED AS TO FORM AND MEETING HELD ON LEGALITY,this day of , 199_ , 199_ UNDER AGENDA ITEM NO. FOLEY AND LARDNER By: City Attorney 9