HomeMy WebLinkAboutItem VI (D) - Discussion and Authorization to Proceed with Audit Selection for Fiscal Years 91, 92, 93 „ . AGENDA 5-07-91
Item VI D
r "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE”
OC r ee LESTER DABBS,JR.
�• j ° CITY OF OCOEE Ru COMMISSIONERS
Cl. 150 N.LAKESHORE DRIVE
C., O OCOEE FLORIDA 34761 PAUL W.FOSTER
(407)656-2322 VERN COMBS
�,. , SAM WOODSON
~'�i �o� .,° MEMORANDUM
oF CITY MANAGER
ELLIS SHAPIRO
TO: The Honorable Mayor and Board of City Commissioners
FROM: Ellis Shapiro, City Manager
DATE : May 3 , 1991
RE : AUDIT SELECTION - FY 91 , FY 92, FY 93
In order to fulfill the requirements of Article III , Section 10
of the Ocoee City Charter, it is necessary to begin the process
for selection of an auditing firm for the Fiscal Years 91 , 92 and
93 . Attached are ( 1 ) the request for proposal and ( 2) the
agreement for these services . The schedule for completing this
process is as follows:
May 12 Newspaper Advertisement
May 20 Pre-Bid Conference
Community Center, 10 : 00 a .m. to 11 : 30 a .m.
May 31 Bid Opening
June 18 Ranking to City Commission
July 16 Award
An audit selection committee is needed and would include: Mayor
Dabbs, Montye Beamer, Ivan Poston, Jim Shira , Ray Brenner, and
Martha Gianitsis . From its review and evaluation this committee
would select at least three ( 3 ) proposals and return to the City
Manager and City Commission with its recommendation (June 18 ) .
If this selection method is acceptable , a motion to proceed would
be in order. If the Mayor or City Commission would like a
different member of the City Commission on the selection
committee or a change in the selection process , a motion to make
the change would be in order.
Respectfully Submitted ,
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REQUEST FOR EXPRESSIONS OF INTEREST TO
AUDIT THE CITY OF OCOEE GOVERNMENT
The City of Ocoee requests "Expressions of Interest" from
Certified Public Accountants licensed to practice in the
State of Florida. Experience is required in audits of State
or Local Government units for the performance of an
examination of the financial statements and records of the
City. These examinations are for the purpose of expressing an
opinion on the fairness with which financial statements and
records present the financial position, results of
operations, changes in financial position and fund balance •
for the City. The examinations are to determine whether
operations were properly conducted in accordance with
generally accepted governmental accounting principles, legal ,
regulatory, and bond requirements. The Audits will be
performed for Fiscal Year 1991 , Fiscal Year 1992, and Fiscal
Year 1993.
A. INSTRUCTIONS FOR EXPRESSIONS OF INTEREST
Sealed proposals will be accepted at the City •
Manager's Office, 150 N. Lakeshore Drive, Ocoee,
until 1 :30 PM, Friday, May 31 , 1991 . "Expressions of
Interest", in not less than an original and nine (9)
copies, shall be filed with the City Manager
no later than 1 :30 PM Friday, May 31 , 1991 and will
be publicly opened at 2:00 PM (local time). All late
submittals will be returned to sender, unopened.
Please mark the outside of the sealed bid:
91-05-01 Audit Services
Montye E. Beamer, Director of Administrative •
Services
150 N. Lakeshore Drive
Ocoee, Florida 34761
The following must be included in the bid:
1 . Qualifications of the Auditor
a) Professional qualifications of firm and resumes
of partners and managers to be assigned to the
audits
b) Include three references as evidence of
experience in governmental accounting and
auditing in the State of Florida
c) Total staff available for the audits
d) Address of the office from which audit work will
be administered
2. Technical Approach
a) An expression of agreement to meet or exceed the
performance specifications stated in Section "C"
of this document
b) A preliminary schedule for performing key phases
of the audits
c) A brief description of the audit process to be
followed including approach to staffing,
scheduling and coordination of work involving
various agencies.
B. GENERAL INFORMATION
The existing municipality of the City of Ocoee, in the •
county of Orange, is incorporated under the laws of
Florida with all the powers incident thereto.
The fiscal year 90/91 Budget is $8,890,150.00 (all
adopted funds).
The City will make available copies of the latest audit
reports, management letters, budgets and all financial
records for the appropriate fiscal year. Attachment "A"
describes the accounting system in use, bank
relationships and other information pertinent to the
audit. No internal audit staff is available to assist
the audit team.
C. PERFORMANCE SPECIFICATIONS
1 ) The audits shall be performed in accordance with
the applicable requirements of:
a) Section 11 .45 Florida Statutes (1989) and any
amendments thereto
b) Regulations of State Department of Banking and
Finance
c) Rules adopted by Auditor General for form and
content of City audits (Chapter 10.550 Rules of
the Auditor General )
d) Audits of State and Local Government Units -
American Institute of Certified Public
Accountants
e) "Single Audit Act" Public Law No. 98-502 (1984)
and any amendments thereto and the OMB Circular
"Audit Requirements for State and Local
Governments" (A128)
2) The audits shall be financial audits as defined in
Section 11 .45, 1(b) Florida Statutes (1989) and
shall cover three (3) fiscal years ending September
30, 1991 , 1992, & 1993. These audits shall be
conducted in accordance with generally accepted
auditing standards.
3) Complete reports of all City-wide audits shall be
submitted to the Board of City Commissioners no
later than January 31 of the succeeding fiscal
year. The Water & Wastewater Enterprise report is
required within 90 days of the end of the fiscal
year.
4) The audit reports for the Board of City
Commissioners shall contain the opinions of the
auditor on the financial statements, a statement of
negative assurance of compliance with bond
covenants, and legal compliance.
5) The auditors shall submit no later than January 31
of the succeeding fiscal year for the Board of City
Commissioners:
a) A written draft report of any weaknesses found
in internal controls
b) A management letter which shall identify
management weaknesses observed, assess their
effect on the financial management and
recommend corrective action and final
management letters to the Board of City
Commissioners which are to be submitted to
the Auditor General with the City audit shall
include responses to such comments submitted by
the City.
6) The auditors shall provide fifty (50) copies of
the combined Citywide audit, including the
appropriate combining statements, and fifty (50)
copies of the Water•& Wastewater Audit.
7) The partner in charge of the audit and the audit
manager shall be available to the City, for no
additional fee, to attend up the three (3) public
meetings for discussion of the audit.
8) The auditor shall , without charge, make available
his/her work papers to any Federal or State Agency
upon request and in accordance with Federal or •
State Law and Regulations.
9) Fees will be for the complete audit as well as
report on internal controls and management
letter.
10) The City of Ocoee has been awarded the GFOA
Certificate of Achievement for excellence in
financial reporting for each Fiscal Year beginning
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in 1988. Firms submitting "Expressions of
Interest" are advised that the City intends to
continue to conform to the high reporting
standards of the program and insists on dedicated
assistance from the audit team to accomplish this
goal .
D. EVALUATION PROCEDURES:
• The Audit Selection Committee will evaluate proposals and
select not less than three (3) proposals. The points to
be considered by the Committee in evaluating proposals
include but are not limited to:
1 ) The ability of professional personnel
2) Past performance •
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3) Willingness to meet time requirements
4) Location
5) Recent, current, and projected workloads of •
the firms
6) Volume of work previously awarded to this firm
Oral presentations will be made only at the request
of the Committee. The Committee expects to present a
listing of its recommended 1st, 2nd, and 3rd ranked •
firms to the City Manager and Board of City
Commissioners no later than June 18, 1991 .
At no time will the proposer meet with any member of
either the Board of City Commissioners, Audit Selection
Committee, or Negotiating Team, except to make formal
presentation interview. Firms tentatively selected to
be presented to the Negotiating Team must furnish a
statement of compliance with the provisions of this
paragraph. Falsification of that statement will
render a firm's proposal not acceptable and they will
be denied further consideration.
E. PRE-BID CONFERENCE
On May 20, 1991 representatives of firms desiring
to submit proposals will meet with City representatives to
discuss terms and conditions of the proposal and contract.
Attendance at this pre-bid conference will be mandatory . .
for all firms who submit proposals. The meeting will be
held at the Ocoee Community Center, 125 N. Lakeshore
Drive, Ocoee, Florida 34761 , from 10:00 AM to 11 :30 AM.
F. NEGOTIATIONS '
A Negotiating Team appointed by the Board of City
Commissioners will negotiate with the number 1 ranked
firm. Procedures for negotiations will be set by the
Board of City Commissioners.
G. ON-SITE INSPECTIONS
s
The City Manager will present the final recommendation to
the Board of City Commissioners at their regularly
scheduled meeting July 16, 1991 .
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Proposers may make on-site inspection of any department in
connection with preparing proposals providing that
approval of the City Manager is obtained prior to the
the inspection. Time and extent of such inspections shall •
be set by the head of the department.
H. CONTRACTS, BILLINGS, AND PAYMENTS
The Board of City Commissioners expects to sign a contract
with the successful firm for three (3) years. Progress
payments may be billed monthly for work accomplished in
the previous month. Ten percent (10%) retainage will be
withheld on each invoice presented until work is completed
per Section C (3) of this document.
I. ADDITIONAL INFORMATION
Requests for additional information should be addressed
to:
City of Ocoee
FINANCE DEPARTMENT
150 N. Lakeshore Drive
Ocoee, Florida 34761
(407) 656-2322
SCHEDULE A
LEGAL BASIS: Florida Statute 11 , Section 45
LOCATION & ACTIVITIES: City Hall , 150 N. Lakeshore Drive, ••
Ocoee, FL 34761
EMPLOYEES: 152 •
FUNDS: One (1 ) General Fund, seven (7) Special Revenue
Funds, eleven (11 ) Capital Project Funds, three (3)
Debt Service Funds, three (3) Trust Agency Funds,
three (3) Enterprise Funds for a total of twenty-
eight (28) Funds.
ACCOUNTING: NCR System 10,000, model 65 with NCR programs
for accounting, payables, utilities, fixed
assets, occupational licenses, and payroll .
ACCOUNTING STRUCTURE: State Accounting System, modified
accrual .
OPERATING BUDGET: All 0 & M Funds - $8,890,150.00. .
PROPERTY: NCR fixed asset system - historical basis.
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CASH: Balanced daily. Cash receipt and disbursements
reports produced monthly.
BANK ACCOUNTS: Orange Bank - pooled checking account and
CD's
Barnett Bank - pooled checking account and
CD's
State Board of Administration - Investments
RECONCILED: Monthly •
PURCHASING & PAYROLL: Encumbrance Purchasing System on NCR
main frame. Payroll also on NCR
main frame with payroll checks
issued on bi-weekly basis.
LAST AUDIT: 89/90, McDirmitt, Davis, Lauteria & Co. P.A.
ASSISTANCE: Will be provided as needed, to the extent that
office activity will allow.
RETIREMENT: City of Ocoee Defined Benefit Pension Plan &
Trust.
INSURANCE: Issued through Brown & Brown, Inc. as insurance •
agent of record.
INFORMATION: Finance Department
150 N. Lakeshore Drive
Ocoee, FL 34761
AGREEMENT FOR AUDITOR SERVICES
91-05-01
THIS AGREEMENT is made and entered into this day
of , 19 , by and between the City of Ocoee,
a political subdivision of the State of Florida, whose
address is 150 N. Lakeshore Drive , Ocoee, Florida, 34761 ,
hereinafter referred to as "CITY" , and
duly authorized to
conduct business in the State of Florida, and whose address
is , hereinafter
referred to as "AUDITOR" .
WITNESSET H:
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. The AUDITOR shall prepare
separate reports on the financial statements of Water,
Wastewater, and Sanitation Enterprise Funds in addition to
the CITY Audit. The Water, Wastewater, and Sanitation
Enterprise Fund reports shall be the responsibility of the
AUDITOR regardless of the CITY' s election to prepare the CITY
Financial Statements .
(b) The audit is to be conducted in accordance with the
provisions of Section 11 . 45 , Florida Statutes ( 1989 and
successor provisions ) and with generally accepted audited
standards ; with the National Committee on Governmental
Accounting (NCGA) reporting requirements outlined in
Governmental Accounting , Auditing and Financial Reporting ,
and any modifications or amendments thereto ; with the Rules
of the Auditor General of the State of Florida; with the
AICPA Industry Guide for Audits of State and Local
Governments; with applicable pronouncements of the
Governmental Accounting Standards Board; the Financial
Accounting Standards Board; and with all other applicable
laws, rules , and regulations .
(c ) AUDITOR shall utilize the "single audit" concept in
compliance with Federal OMB Circular A-128 , which enumerates
Uniform Administration Audit Requirements for Grants-in-Aid
to local governments .
(d) AUDITOR shall observe the adequacy of internal
control . If weaknesses are noted, appropriate
recommendations shall be reviewed with the City Manager and
the Director of Administrative Services prior to inclusion in
the final audit report .
(e) 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.
( f ) 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.
( g ) 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 ,
1991 , 1992 , and 1993 .
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 foccnotes; 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 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 ( 1989 and successor provisions
thereto) 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.
(a) AUDITOR shall commence performance of the audit on
or before July 1 of the year being audited and shall complete
said audit no later than January 31 of the succeeding fiscal
year. AUDITOR shall submit a draft audit report to CITY by
the above-stated completion date . 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 withing twenty ( 20 ) 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 28 next following
the aforesaid January 31 . AUDITOR,' at its expense; shall
deliver to CITY fifty ( 50 ) copies of the Water, Wastewater,
and Sanitation Enterprise Report within ninety ( 90 ) days of
the end of the fiscal year.
(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.
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 of such action.
SECTION 6. USE OF OPERATIONAL SYSTEMS AND COMPUTER
SOFTWARE. AUDITOR shall obtain written permission of CITY
prior to utilization of any part of CITY' s computer systems
and software. 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' s 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 staff shall be limited to matters
within the scope of each 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) The 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
FISCAL YEAR 1991/92
Class Hourly Rate
Partner $
Manager
Senior
Staff
Typist
FISCAL YEAR 1992/93
Class Hourly Rate
Partner $
Manager
Senior
Staff
Typist
(d) 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 this
Section shall be construed to release AUDITOR from any other
obligations entered into in this Agreement .
(e ) 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
maximum fee set forth in subsection ( b) below.
(b) If the 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 1990/91 , 1991/92 ,
and 1992/93 .
Fiscal Year Maximum Hours Maximum Fee
1990/91
1991/92
1992/93
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 1990/91 , 1991/92 , and 1992/93 :
Fiscal Year Maximum Hours Maximum Fee
1990/91
1991/92
1992/93
(c ) The following are the hourly rates to be charged by
the AUDITOR by individual class of audit personnel :
FISCAL YEAR 1990/91
Class Hourly Rate
Partner $
Manager
Senior
Staff
Typist
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.
( f). There shall be no reimbursement for out-of-pocket
expenses , of any kind, under this Agreement.
SECTION 9. TERMS OF PAYMENT.
(a) Payments shall be made to the AUDITOR when
requested as work progresses, but not more frequently than
once monthly, for actual hours worked in the preceding month.
AUDITOR shall invoice the CITY providing detailed information
on actual hours worked by staff classification at the rates
set forth in Section 8 , or as subsequently adjusted. Upon
approval of such payment request by CITY, payment shall be
made to AUDITOR within thirty ( 30 ) days, for ninety percent
( 90%) of the amount , unless CITY determines the work is
substantially complete and the amount retained is considered
to be in excess , in which case , CITY may, at its discretion,
release all or a portion of the retainage.
(b) AUDITOR shall render to CITY, at the close of each
calendar month, an itemized invoice properly dated,
describing the services rendered, the cost of the services ,
the name and address of the AUDITOR, Contract Number and all
other information required, if any, by this Agreement. The
original invoice shall be sent to :
Finance Director
City of Ocoee
150 N. Lakeshore Drive
Ocoee , Florida 34761
A duplicate copy of the invoice shall be sent to:
Director of Administrative Services
City of Ocoee
150 N. Lakeshore Drive
Ocoee, Florida 34761
(c ) Upon satisfactory completion of the work required
hereunder or any supplements thereto, and, upon acceptance of
the work by the CITY, the AUDITOR may invoice the full amount
of compensation due under the terms of this Agreement less
the amount( s ) already paid by the CITY. The CITY shall pay
the AUDITOR within thirty ( 30 ) days of receipt of such
invoice .
(d) The AUDITOR shall , upon request by the CITY,
provide the CITY with a breakdown of the actual costs by fund
and/or agency or whatever reasonable basis as requested by
the CITY.
(e ) The 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 the 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 .
( f) In the event any such audit or inspection conducted
after final payment , but within the period provided for in
subsection (e ) of this section reveals any overpayment by the
CITY under the terms of this Agreement , the AUDITOR shall
refund such overpayment to the CITY withing thirty ( 30 ) days
of notice by the CITY.
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 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 Sanitation
Enterprise Report for the applicable fiscal year are
presented to said Board.
SECTION 12 . ADDITIONAL SERVICES. The CITY may request
additional services at any time from the AUDITOR.
(a) To the extent that such services are an extension
of the scope of the audit( s) as a result increased regulatory
requirements , the addition of funds to be audited, or any
other reason beyond the control of the 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 the CITY, compensation for such services shall
be subsequently negotiated by the CITY and the AUDITOR on an
actual hours worked or lump sum fee basis, at the discretion
of the 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
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 . PERFORMANCE BOND.
(a) AUDITOR shall furnish to CITY and maintain
throughout the life of this Agreement a performance bond
amount equal to 100% of the maximum fee amount for the
applicable fiscal year. Said bond shall be written by a
surety company acceptable to CITY and licensed and authorized
to do business in the State of Florida.
(b) The bond shall be accompanied by a duly
authenticated or certified document , in duplicate , evidencing
that the person executing the bond in behalf of the Surety
had the authority to do so on the date of the bond. In the
usual case, the conferring of that authority has occurred
prior to the date of the bond and the document showing the
date of appointment and enumeration of powers of the person
executing the bond is accompanied by a certification that the
appointment and powers have not been revoked and remain in
effect. The date of that certification cannot be earlier
than the date of the bond. The bond shall be dated not
earlier than the Agreement.
SECTION 14 . ADDITIONAL BONDS. It is mutually agreed by
the parties that , if, at any time after the execution of this
Agreement, the CITY shall deem the Surety or Sureties to be
unsatisfactory, or, if for any reason, the Payment Bond or
Performance Bond ceases to be adequate to cover the
performance and payments of the work, the AUDITOR shall , at
his expense, and within thirty ( 30 ) days after receipt of
Notice from the CITY to do so , furnish additional bonds in
such form and amounts with such Sureties as shall be
satisfactory to the CITY. In such event, no further payment
to the AUDITOR shall be deemed due under this Agreement until
such new or additional security for the faithful performance
and for payment of labor and materials of the work shall be
furnished in a manner and form satisfactory to the CITY.
SECTION 15 . RESPONSIBILITY OF THE AUDITOR.
(a) The AUDITOR shall be responsible for the
professional quality, technical accuracy, and the
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 the AUDITOR
shall be and remain liable to the CITY in accordance with
applicable law for all damages to the CITY caused by the
AUDITOR' s negligent performance of any of the services
furnished under this Agreement .
(c ) The rights and remedies of the CITY provided for
under this Agreement are in addition to any other rights and
remedies by law.
SECTION 16 . OWNERSHIP OF DOCUMENTS. All reports that
result from the AUDITOR' s services under this Agreement shall
become the property of the CITY after final payment is made
to the 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 17 . TERMINATION.
(a) The CITY may, by written notice to the AUDITOR,
terminate this agreement in whole or in part at any time ,
either for the CITY' s convenience or because of the failure
of the AUDITOR to fulfill his contract obligations . Upon
receipt of such notice , the AUDITOR shall :
( 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 the 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 the
CITY, AUDITOR shall be paid for actual hours worked as
contemplated by this Agreement .
(c ) If the termination is due to the failure of the
AUDITOR to fulfill his contract obligations , the CITY may
take over the work and prosecute the same to completion by
contract or otherwise in a reasonable manner. In such case ,
the AUDITOR shall be liable to the CITY for any cost
occasioned to the CITY thereby. The AUDITOR shall not be
liable for any excess costs if the failure to perform this
Agreement arises out of causes beyond control and without
fault or negligence of the AUDITOR. Such causes may include ,
but are not restricted to, Acts of God or of the public
enemy, acts of the CITY in either its sovereign or
contractural 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 the AUDITOR.
(d) If , after notice of termination for failure to
fulfill contract obligations , it is determined that the
AUDITOR had not so failed, the termination shall be deemed to
have been effected for the convenience of the 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 18. 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. If applicable , AUDITOR, upon
request, agrees to furnish CITY with a copy of its
Affirmative Action Plan.
SECTION 19. 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 20. 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 21 . ASSIGNMENT. This Agreement , or any
interest herein, shall not be assigned, transferred, or
otherwise encumbered under any circumstances by the parties
hereto without prior written consent of the opposite party
and only by a document of equal dignity herewith. However,
the 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.
SECTION 22 . SUBCONTRACTORS. In the event AUDITOR,
during the course of the work under this Agreement, requires
the services of any subcontractors or other professional
associates in connection with services covered by this
Agreement, AUDITOR must secure the prior written approval of
the CITY.
SECTION 23 . INDEMNIFICATION OF CITY. AUDITOR shall
indemnify and save harmless and defend CITY, its
Commissioners, Officers, agents, servants, 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 , servants, 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. The AUDITOR shall not be
required to indemnify or save harmless or defend CITY, its
Commissioners, officers, agents , servants, 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 ,
servants , or employees .
SECTION 24 . INSURANCE.
(a) AUDITOR shall provide , pay for, and maintain in
force at all times during the term of this Agreement and for
three years thereafter, such insurance , including Worker' s
Compensation Insurance , General Liability Insurance , Property
Damage Insurance and Professional Liability Insurance, as
will provide to CITY the protection contained in the
foregoing Indemnification undertaken by AUDITOR as set forth
below.
(b) Such policy or policies shall be issued by
companies licensed and authorized to do business in the State
of Florida. Policies for Workers' Compensation may be issued
by companies authorized as a group self-insurer by Section
440 . 57 Florida Statutes . AUDITOR shall specifically protect
CITY by either naming CITY as an additional insured under
such policies , or, in the alternative, by providing an
endorsement in accordance with the indemnification provision
of Section 23 . Such policies shall contain, as a minimum, the
following provisions , coverages , and policy limits of
liability.
( 1 ) Professional Liability Insurance .
AUDITOR shall carry limits of at least ONE MILLION AND NO/100
DOLLARS ( $1 , 000 , 000 . 00 ) per claim.
( 2 ) General Liability Insurance . AUDITOR
shall carry limits of not less than THREE HUNDRED THOUSAND
AND NO/100 DOLLARS ( $300 , 000. 00 ) for injuries , including
accidental or wrongful death to any one person and subject to
the same limit for each person, and in an amount not less
than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ( $500 , 000 . 00 )
on account of any one occurance .
( 3 ) Property Damage Insurance. AUDITOR shall
carry limits in an amount not less than THREE HUNDRED
THOUSAND AND NO/100 DOLLARS ( $300 , 000 . 00 ) for property damage
on account of any claim and in an amount not less than
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ( $500 ,000 . 00 ) for
property damages on account of any one occurance .
(c ) Prior to the commencement of work hereunder, the
AUDITOR shall furnish to the 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 interests of the CITY in
such insurance shall not be effective until thirty ( 30 ) days
after written notice thereof to the CITY. CITY reserves the
right to require a certified copy of such policies upon
request.
SECTION 25 . REPRESENTATIVE OF CITY AND AUDITOR.
(a) It is recognized that questions in the day-to-day
conduct of performance pursuant to this Agreement will arise.
The CITY, upon request by AUDITOR, shall designate in writing
and shall advise AUDITOR in writing , of one ( 1 ) or more CITY
employees any of whom shall be entitled to receive all
communications pertaining to the day-to-day conduct of the
Agreement . Any of such employees shall have the authority to
transmit instructions , receive information, and interpret and
define the 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 in 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 26 . ALL PRIOR AGREEMENTS SUPERSEDED. This
document incorporates and includes all prior negotiations,
correspondence, conversations , agreements , or understandings
concerning the subject matter of this Agreement that are not
contained 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 27 . 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 written document
approved and executed by the parties .
SECTION 28 . NOTICES. Whenever either party desires to
give notice unto the other, notice may be sent to :
FOR CITY
Finance Department
Ocoee City Hall
150 N. Lakeshore Drive
Ocoee , Florida 34761
FOR AUDITOR
Either of the parties may change , by written notice as
provided herein, the addresses or persons for receipt of
notices.
IN WITNESS WHEREOF, the parties hereto have made and
executed this instrument for the purpose herein expressed.
Signed, sealed and delivered
in the presence of: (Auditing Firm)
By:
TITLE:
(As to Auditor)
"AUDITOR"
CITY OF OCOEE
By:
LESTER DABBS , JR. , MAYOR
Attest :
(As to City of Ocoee ) Jean Grafton,
City Clerk
"CITY"
STATE OF FLORIDA
COUNTY OF ORANGE
BEFORE ME, the undersigned authority, personally
appeared , as
who, being first duly sworn upon oath, executed the foregoing
instrument in my presence and swore and acknowledged that he
signed the foregoing instrument for the purposes therein
expressed.
WITNESS my hand and official seal this day of
, 1991 .
NOTARY PUBLIC
(NOTARIAL SEAL ) MY COMMISION EXPIRES:
STATE OF FLORIDA
COUNTY OF ORANGE
BEFORE ME, the undersigned authority, personnaly
appeared LESTER DABBS , JR. and JEAN GRAFTON, well known to me
to be the Mayor and City Clerk of the City of Ocoee, and they
acknowledged before me that they executed the foregoing
instrument in the presence of two witnesses freely and
voluntarily under authority duly vested in them by said city
as the act and deed of said city.
WITNESS my hand and official seal in the County and
State last aforesaid this day of , 1991 .
NOTARY PUBLIC
(NOTARIAL SEAL ) My Commision Expires: